MERRILL LYNCH LIFE VARIABLE ANNUITY SEPARATE ACCOUNT B, 486BPOS, 1994-04-28

MERRILL LYNCH LIFE VARIABLE ANNUITY SEPARATE ACCOUNT B
486BPOS, 1994-04-28

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
REGISTRATION NO. 33-45379
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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. 5 /X/

AND

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / /

AMENDMENT NO. 5 /X/

(Check appropriate box or boxes)
------------------------

MERRILL LYNCH LIFE VARIABLE ANNUITY
SEPARATE ACCOUNT B
(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.
Sutherland, Asbill & Brennan
1275 Pennsylvania Avenue, NW
Washington, D.C. 20004-2404
------------------------

The Registrant has registered an indefinite amount of securities pursuant to
Rule 24f-2 under the Investment Company Act of 1940. The Rule 24f-2 notice for
fiscal year 1993 was filed on February 28, 1994.

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

/ / immediately upon filing pursuant to paragraph (b) of Rule 486

/X/ on ___May 1, 1994___ pursuant to paragraph (b) of Rule 486

(date)

/ / 60 days after filing pursuant to paragraph (a) of Rule 486

/ / on _________________ pursuant to paragraph (a) of Rule 486

(date)

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<PAGE>
CROSS REFERENCE SHEET
(AS REQUIRED BY RULE 495(A) UNDER THE 1933 ACT)
<TABLE>
<CAPTION>
N-4 ITEM NUMBER AND CAPTION LOCATION
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<C> <S> <C>
PART A
1. Cover Page................................... Cover Page
2. Definitions.................................. Definitions
3. Synopsis..................................... Fee Table
4. Condensed Financial Information.............. Accumulation Unit Value Table; Yields and Total Returns
Part B: Calculation of Yields and Total Returns
5. General Description of Registrant, Depositor,
and Portfolio Companies..................... Merrill Lynch Life Insurance Company; The Accounts;
Investments of the Accounts
6. Deductions and Expenses...................... Capsule Summary of the Contract (Fees and Charges;
Transfers; Withdrawals); Charges and Deductions;
Description of the Contract (Accumulation Units; Transfers;
Withdrawals and Surrenders; Payments to Contract Owners)
7. General Description of Variable Annuity
Contracts................................... Capsule Summary of the Contract (The Accounts; The Funds;
Premiums; Annuity Payments; Transfers; Withdrawals, Ten Day
Review); The Accounts; Description of the Contract; Other
Information (Voting Rights; State Regulation)
8. Annuity Period............................... Capsule Summary of the Contract (Annuity Payments);
Description of the Contract (Annuity Date; Annuity Options)
9. Death Benefit................................ Capsule Summary of the Contract (Death Benefit); Description
of the Contract (Death Benefit; Death of Annuitant);
Federal Income Tax (Taxation of Annuities)
10. Purchases and Contract Value................. Capsule Summary of the Contract (The Accounts; Premiums);
Description of the Contract (Premiums; Premium Investments;
Accumulation Units); Other Information (Reports to Contract
Owners)
Part B: Other Information (Principal Underwriter)
11. Redemptions.................................. Capsule Summary of the Contract (Ten Day Review); Charges
and Deductions; Description of the Contract (Issuing the
Contract; Ten Day Right to Review; Withdrawals and
Surrenders; Payments to Contract Owners; Annuity Options)
12. Taxes........................................ Capsule Summary of the Contract (Fees and Charges;
Withdrawals) Charges and Deductions (Premium Taxes; Other
Charges); Description of the Contract (Accumulation Units;
Death Benefit; Withdrawals and Surrenders; Annuity
Options); Federal Income Taxes
13. Legal Proceedings............................ Other Information (Legal Proceedings)
14. Table of Contents of the Statement of
Additional Information...................... Table of Contents of the Statement of Additional Information

<CAPTION>
PART B
<C> <S> <C>
15. Cover Page................................... Cover Page
16. Table of Contents............................ Table of Contents
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
N-4 ITEM NUMBER AND CAPTION LOCATION
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<C> <S> <C>
17. General Information and History.............. Part A: Merrill Lynch Life Insurance Company; The Accounts;
Investments of the Accounts
Part B: Other Information (General Information and History)
18. Services..................................... Part A: Experts
Part B: Administrative Service Arrangements
19. Purchase of Securities Being Offered......... Part A: Other Information (Selling the Contract)
20. Underwriters................................. Part A: Other Information (Selling the Contract)
Part B: Other Information (Principal Underwriter)
21. Calculation of Performance Data.............. Part A: Yields and Total Returns
Part B: Calculation of Yields and Total Returns
22. Annuity Payments............................. Part A: Capsule Summary of the Contract (Annuity Payments);
Description of the Contract (Annuity Date; Annuity Options)
23. Financial Statements......................... Other Information (Financial Statements); Financial
Statements of Merrill Lynch Life Variable Annuity Separate
Account A; Financial Statements of Merrill Lynch Life
Variable Annuity Separate Account B; Financial Statements
of Merrill Lynch Life Insurance Company.

<CAPTION>
PART C
<C> <S> <C>
Information required to be included in Part C is set forth under the appropriate item, so numbered in Part C to this
Registration Statement.
</TABLE>
<PAGE>
PROSPECTUS
MAY 1, 1994
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

The individual deferred variable annuity contract described in this Prospectus
(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.

Premiums will be allocated as the contract owner directs into one or more
subaccounts of Merrill Lynch Life Variable Annuity Separate Account A ("Account
A") and/or Merrill Lynch Life Variable Annuity Separate Account B ("Account B"),
(together, the "Accounts"). The assets of each of the current subaccounts will
be invested in a corresponding mutual fund portfolio of the Merrill Lynch
Variable Series Funds, Inc. (the "Funds"). Currently, there are thirteen Funds
available to Account A and one Fund available to Account B. Three additional
Funds will be available to Account A on May 16, 1994. Other subaccounts and
corresponding investment options may be added in the future. The value of a
contract owner's investment in each subaccount will vary with investment
experience, and it is the contract owner who bears the full investment risk with
respect to his or her investments.

The Contract provides a choice of fixed annuity payment options. On the annuity
date, the entire contract value, after the deduction of a charge for any
applicable premium taxes, will be transferred to Merrill Lynch Life's general
account, from which the annuity payments will be made. Prior to the annuity
date, the contract owner may make transfers among Account A subaccounts, limited
transfers from Account A into Account B, and full or partial withdrawals from
the Contract to suit investment and liquidity needs. Withdrawals may be taxable
and may be subject to a contingent deferred sales charge.

This Prospectus contains information about the Contract and the Accounts that a
prospective contract owner should know before investing. Additional information
about the Contract and the Accounts is contained in a Statement of Additional
Information, dated May 1, 1994, which has been filed with the Securities and
Exchange Commission and is incorporated herein by reference. The Statement of
Additional Information 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. The table of contents for the Statement of Additional Information
is included on page 37 of this Prospectus.

PLEASE READ THIS PROSPECTUS AND KEEP IT FOR FUTURE REFERENCE. IT IS ATTACHED TO
A CURRENT PROSPECTUS FOR MERRILL LYNCH VARIABLE SERIES FUNDS, INC., WHICH SHOULD
ALSO BE READ AND KEPT FOR REFERENCE.

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>
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
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<S> <C>
DEFINITIONS................................................................................................ 4
CAPSULE SUMMARY OF THE CONTRACT............................................................................ 5
FEE TABLE.................................................................................................. 9
ACCUMULATION UNIT VALUE TABLE.............................................................................. 12
YIELDS AND TOTAL RETURNS................................................................................... 13
MERRILL LYNCH LIFE INSURANCE COMPANY....................................................................... 14
THE ACCOUNTS............................................................................................... 15
INVESTMENTS OF THE ACCOUNTS................................................................................ 15
Merrill Lynch Variable Series Funds, Inc............................................................... 15
Domestic Money Market Fund......................................................................... 16
Prime Bond Fund.................................................................................... 16
High Current Income Fund........................................................................... 17
Quality Equity Fund................................................................................ 17
Equity Growth Fund................................................................................. 17
Flexible Strategy Fund............................................................................. 17
Natural Resources Focus Fund....................................................................... 17
American Balanced Fund............................................................................. 18
Global Strategy Focus Fund......................................................................... 18
Basic Value Focus Fund............................................................................. 18
World Income Focus Fund............................................................................ 18
Global Utility Focus Fund.......................................................................... 18
International Equity Focus Fund.................................................................... 18
International Bond Fund............................................................................ 18
Intermediate Government Bond Fund.................................................................. 19
Developing Capital Markets Focus Fund.............................................................. 19
Reserve Assets Fund................................................................................ 19
Reinvestment........................................................................................... 19
Substitution of Investments and Changes to Accounts.................................................... 19
CHARGES AND DEDUCTIONS..................................................................................... 20
Contract Maintenance Charge............................................................................ 20
Mortality and Expense Risk Charge...................................................................... 20
Administration Charge.................................................................................. 20
Contingent Deferred Sales Charge....................................................................... 20
Premium Taxes.......................................................................................... 21
Other Charges.......................................................................................... 22
DESCRIPTION OF THE CONTRACT................................................................................ 22
Ownership of the Contract.............................................................................. 22
Issuing the Contract................................................................................... 23
Ten Day Right to Review................................................................................ 23
Contract Changes....................................................................................... 23
Premiums............................................................................................... 23
Premium Investments.................................................................................... 24
Accumulation Units..................................................................................... 24
Death Benefit.......................................................................................... 25
Death of Annuitant..................................................................................... 25
Transfers.............................................................................................. 26
Dollar Cost Averaging.................................................................................. 26
Withdrawals and Surrenders............................................................................. 27
</TABLE>

2
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<TABLE>
<CAPTION>
PAGE
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<S> <C>
Payments to Contract Owners............................................................................ 28
Annuity Date........................................................................................... 29
Annuity Options........................................................................................ 29
Unisex................................................................................................. 30
FEDERAL INCOME TAXES....................................................................................... 31
Introduction........................................................................................... 31
Merrill Lynch Life's Tax Status........................................................................ 31
Taxation of Annuities.................................................................................. 31
Internal Revenue Service Diversification Standards..................................................... 33
IRA Contracts.......................................................................................... 34
Transfers, Assignments, or Exchanges of a Contract..................................................... 34
Withholding............................................................................................ 34
Other Tax Consequences................................................................................. 34
OTHER INFORMATION.......................................................................................... 35
Voting Rights.......................................................................................... 35
Reports to Contract Owners............................................................................. 35
Selling the Contract................................................................................... 35
State Regulation....................................................................................... 36
Legal Proceedings...................................................................................... 36
Experts................................................................................................ 37
Legal Matters.......................................................................................... 37
Registration Statements................................................................................ 37
Table of Contents of the Statement of Additional Information........................................... 37
</TABLE>

3
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DEFINITIONS

ACCOUNTS: Two segregated investment accounts of Merrill Lynch Life Insurance
Company, named Merrill Lynch Life Variable Annuity Separate Account A and
Merrill Lynch Life Variable Annuity Separate Account B. (See page 15.)

ACCOUNT VALUE: The value of a contract owner's interest in a particular Account.

ACCUMULATION UNIT: An index used to compute the value of the contract owner's
interest in the Accounts prior to the annuity date. (See page 24.)

ANNUITANT: The person on whose continuation of life annuity payments may depend.

ANNUITY DATE: The date on which annuity payments begin. (See page 29.)

BENEFICIARY: The person to whom payment is to be made on the death of the
contract owner.

CONTRACT: The variable annuity offered by this Prospectus.

CONTRACT ANNIVERSARY: The same date each year as the date of issue of the
Contract.

CONTRACT OWNER: The person entitled to exercise all rights under the Contract.
(See page 22.)

CONTRACT VALUE: The value of a contract owner's interest in the Accounts.

DATE OF ISSUE: The date on which an initial premium is received and required
contract owner information is approved by Merrill Lynch Life. (See page 23.)

FUNDS: The mutual funds, or separate investment portfolios within a series
mutual fund, designated as eligible investments for the Accounts. (See page 15.)

INDIVIDUAL RETIREMENT ACCOUNT OR ANNUITY ("IRA"): A Contract issued in
connection with a retirement arrangement that receives favorable tax status
under Section 408 of the Internal Revenue Code.

MONTHIVERSARY: The same date of each month as the date on which the Contract was
issued.

NET INVESTMENT FACTOR: An index used to measure the investment performance of a
subaccount from one valuation period to the next. (See page 25.)

NONQUALIFIED CONTRACT: A Contract issued in connection with a retirement
arrangement other than a qualified arrangement described under Section 401, 403,
408, 457 or any similar provisions of the Internal Revenue Code.

PREMIUMS: Money paid into the Contract. (See page 23.)

SUBACCOUNT: A division of each of the Accounts consisting of the shares of a
particular Fund held by that Account.

VALUATION PERIOD: The interval from one determination of the net asset value of
a subaccount to the next. Net asset values are determined as of the close of
business on each day the New York Stock Exchange is open. (See page 24.)

VARIABLE ANNUITY: A contract with a value that reflects investment experience
prior to the annuity date, and provides periodic payments of set amounts after
the annuity date.

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CAPSULE SUMMARY OF THE CONTRACT

The following capsule summary is intended to provide a brief overview of the
Contract. More detailed information about the Contract can be found in the
sections of this Prospectus that follow, all of which should be read in their
entirety.

THE ACCOUNTS

Premiums will be allocated to Merrill Lynch Life Variable Annuity Separate
Account A ("Account A") and/ or Merrill Lynch Life Variable Annuity Separate
Account B ("Account B") segregated investment accounts (together, the
"Accounts"), as directed by the contract owner. The Accounts are divided into
subaccounts corresponding to the Funds in which contract value may be invested.
Premiums are not invested directly in the underlying Funds. For the first 14
days following the date of issue, all premiums directed into Account A will be
allocated to the Domestic Money Market Fund Subaccount. Thereafter, the account
value will be reallocated to the Account A subaccounts selected. In the
Commonwealth of Pennsylvania, all premiums will be invested as of the date of
issue in the subaccounts selected by the contract owner. Account A account value
may be periodically transferred among Account A subaccounts, subject to certain
limitations. The contract value and annuity payments will reflect the investment
performance of the Funds selected. (See THE ACCOUNTS on page 15 and TRANSFERS on
page 26.)

THE FUNDS

The Funds are separate investment mutual fund portfolios of the Merrill Lynch
Variable Series Funds, Inc. (the "Funds"). There are currently thirteen Funds
available for contract owner investment, each with a different investment
objective: Domestic Money Market Fund, Prime Bond Fund, High Current Income
Fund, Quality Equity Fund, Equity Growth Fund, Flexible Strategy Fund, Natural
Resources Focus Fund, American Balanced Fund, Global Strategy Focus Fund, Basic
Value Focus Fund, World Income Focus Fund, Global Utility Focus Fund,
International Equity Focus Fund, and Reserve Assets Fund. On May 16, 1994, three
additional Funds will be available for contract owner investment, each with a
different investment objective: International Bond Fund, Intermediate Government
Bond Fund and Developing Capital Markets Focus Fund. Other investment options
may be added in the future. (See INVESTMENTS OF THE ACCOUNTS on page 15.)

Detailed information about the investment objectives of the Funds can be found
under INVESTMENTS OF THE ACCOUNTS on page 15.

PREMIUMS

The Contract generally allows contract owners the flexibility to make premium
payments as often as desired. The Contract is purchased by making an initial
premium payment of $5,000 or more on a nonqualified Contract and $2,000 or more
on an IRA Contract. Subsequent premium payments must be $300 or more and can be
made at any time prior to the annuity date. Maximum annual contributions to IRA
Contracts are limited by federal law. Under an automatic investment feature,
subsequent premium payments can be systematically made from a Merrill Lynch
Pierce, Fenner & Smith Incorporated brokerage account. This feature will be
available by July 31, 1994. A Financial Consultant should be contacted for
additional information. Merrill Lynch Life reserves the right to refuse to
accept subsequent premium payments, if required by law. (See PREMIUMS on page
23.)

FEES AND CHARGES

A charge is made to reimburse Merrill Lynch Life for expenses related to
maintenance of the Contract. A $40 contract maintenance charge will be deducted
from the contract value on each contract anniversary that occurs on or prior to
the annuity date. It will also be deducted when the Contract is surrendered, if
it is

5
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surrendered on any date other than a contract anniversary. This charge will be
waived on all Contracts with a contract value equal to or greater than $50,000
on the date the charge would otherwise be deducted. It is not deducted after the
annuity date.

A mortality and expense risk charge is imposed on the Accounts. It equals 1.25%
annually for Account A and 0.65% annually for Account B and is deducted daily
from the net asset value of the Accounts. Of this amount, 0.75% annually for
Account A and 0.35% annually for Account B is attributable to mortality risks
assumed by Merrill Lynch Life for the annuity payment and death benefit
guarantees made under the Contract. The remainder, 0.50% annually for Account A
and 0.30% annually for Account B, is attributable to expense risks assumed by
Merrill Lynch Life should the contract maintenance and administration charges be
insufficient to cover all Contract maintenance and administration expenses.

An administration charge is made to reimburse Merrill Lynch Life for costs
associated with the establishment and administration of the Contract. A charge
of 0.10% annually will be deducted daily only from the net asset value of
Account A. No administration charge is imposed on the assets of Account B.

A contingent deferred sales charge may be imposed on withdrawals and surrenders
from Account A. The maximum contingent deferred sales charge is 7% of premium
withdrawn during the first year after that premium is paid, decreasing by 1%
annually to 0% after year seven. No contingent deferred sales charge will be
imposed on withdrawals or surrenders from Account B. In addition, no contingent
deferred sales charge will be imposed on withdrawals or surrenders from
Contracts purchased by employees of Merrill Lynch Life or its affiliates or from
Contracts purchased by the employees' spouses or dependents, where permitted by
state regulation.

A charge for any premium taxes imposed by a state or local government will be
deducted from the contract value on the annuity date. Premium tax rates vary
from jurisdiction to jurisdiction and currently range from 0% to 5%. In those
jurisdictions that do not allow an insurance company to reduce its current
taxable premium income by the amount of any withdrawal, surrender or death
benefit paid, Merrill Lynch Life will also deduct a charge for these taxes on
any withdrawal, surrender or death benefit effected under the Contract.

Merrill Lynch Life reserves the right, subject to any necessary regulatory
approval, to charge for assessments or federal premium taxes or federal, state
or local excise, profits or income taxes measured by or attributable to the
receipt of premiums. Merrill Lynch Life also reserves the right to deduct from
the Accounts any taxes imposed on the Accounts' investment earnings. (See
MERRILL LYNCH LIFE'S TAX STATUS on page 31.)

Detailed information about fees and charges imposed on the Contract can be found
under CHARGES AND DEDUCTIONS on page 20.

ANNUITY PAYMENTS

The Contract provides a choice of fixed annuity payment options. On the annuity
date, the entire contract value will be transferred to Merrill Lynch Life's
general account, from which the annuity payments will be made. The amount of
each payment is predetermined.

The contract owner selects an annuity date when annuity payments will begin.
Contract owners may change the annuity date up to 30 days prior to that date.
However, the annuity date for nonqualified Contracts may not be later than the
annuitant's 85th birthday. The annuity date for IRA Contracts will not be later
than when the owner/annuitant reaches the age of 70 1/2 unless the contract
owner selects a later annuity date.

If the contract value on the annuity date after the deduction of any applicable
premium taxes is less than $5,000 (or a different minimum amount, if required by
state law), Merrill Lynch Life may pay the annuity

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benefits in a lump sum, rather than as periodic payments. If any annuity payment
would be less than $50 (or a different minimum amount, if required by state
law), Merrill Lynch Life may change the frequency of payments so that all
payments will be at least $50 (or the minimum amount required by state law). All
annuity payments will be directly transferred to the contract owner's designated
Merrill Lynch, Pierce, Fenner & Smith Incorporated brokerage account, unless
otherwise specified.

Details about the annuity options available under the Contract can be found
under ANNUITY OPTIONS on page 29.

TRANSFERS

Once each contract year, contract owners may transfer from Account A to Account
B an amount equal to any gain in account value and/or any premium not subject to
a contingent deferred sales charge. Where permitted by state regulation, once
each contract year, contract owners may transfer all or a portion of the greater
of that amount or 10% of premiums subject to a contingent deferred sales charge
(minus any of that premium already withdrawn or transferred). Additionally,
where permitted by state regulation, periodic transfers of all or a portion of
the greater amount, determined at the time of each periodic transfer, are
permitted, on a monthly, quarterly, semi-annual or annual basis.

This is the only amount which may be transferred from Account A to Account B
during that contract year. There is no charge imposed on the transfer of this
amount. No transfers are permitted from Account B to Account A.

Prior to their annuity date, contract owners may transfer all or part of their
Account A value among the subaccounts of Account A up to six times per contract
year without charge. Additional transfers among Account A subaccounts may be
made at a charge of $25 per transfer. In addition, contract owners may elect a
Dollar Cost Averaging feature in which Account A value invested in the Domestic
Money Market Subaccount may be systematically transferred among the other
Account A subaccounts on a monthly basis without charge, subject to certain
limitations. (See TRANSFERS on page 26.)

WITHDRAWALS

Contract owners may make up to six withdrawals from the Contract per contract
year. Value withdrawn from Account A is generally subject to a contingent
deferred sales charge. (See CONTINGENT DEFERRED SALES CHARGE on page 20.)
However, a contingent deferred sales charge will not be applied to the first
withdrawal in any contract year out of Account A to the extent that the
withdrawal consists of gain and/or any premium not subject to such a charge.
Where permitted by state regulation, a contingent deferred sales charge will not
be applied to that portion of the first withdrawal from Account A in any
contract year that does not exceed the greater of any gain in account value
and/or any premium not subject to a contingent deferred sales charge and 10% of
premiums subject to a contingent deferred sales charge (minus any of that
premium already transferred out of Account A). Additionally, where permitted by
state regulation, the amount withdrawn may be elected to be paid on a monthly,
quarterly, semi-annual or annual basis.

The first withdrawal of the contract year out of Account A will be treated as
withdrawing gain in account value first, followed by premium not subject to a
contingent deferred sales charge, then followed by premium subject to such a
charge. If the amount withdrawn is paid on a monthly, quarterly, semi-annual or
annual basis, all such payments will be treated in the same way. All subsequent
withdrawals in a contract year will be treated as withdrawing premium
accumulated the longest first. (See WITHDRAWALS AND SURRENDERS on page 27.)

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Value withdrawn from Account B is not subject to any contingent deferred sales
charge. In addition, no contingent deferred sales charge will be imposed on
withdrawals from Contracts purchased by employees of Merrill Lynch Life or its
affiliates or from Contracts purchased by the employees' spouses or dependents,
where permitted by state regulation.

In addition to the six withdrawals permitted each contract year, the value in
Account B may be automatically withdrawn on a monthly, quarterly, semi-annual,
or annual basis. These automatic withdrawals are not subject to any contingent
deferred sales charge. (See WITHDRAWALS AND SURRENDERS on page 27.)

Withdrawals will decrease the contract value. Withdrawals from either Account A
or Account B may be taxable and subject to a 10% tax penalty. (See FEDERAL
INCOME TAXES on page 31.)

DEATH BENEFIT

The Contract provides a death benefit feature that guarantees a death benefit if
the contract owner dies prior to the annuity date, regardless of investment
experience. A Contract's death benefit is equal to the greater of (a) the sum of
the excess, if any, of premiums paid into Account A with interest on them from
the date received at an interest rate compounded daily to yield 5% annually,
over transfers to Account B and withdrawals from Account A multiplied by a rate
compounded daily from the date of transfer or withdrawal to yield 5% annually,
plus the value of Account B; or (b) the contract value. For purposes of this
calculation, interest shall accrue only during the first twenty contract years.
No interest shall accrue thereafter. If the contract owner dies prior to the
annuity date, Merrill Lynch Life will pay the Contract's death benefit to the
owner's beneficiary. (See DEATH BENEFIT on page 25.)

TEN DAY REVIEW

When the contract owner receives the Contract, it should be reviewed carefully
to make sure it is what the contract owner intended to purchase. Generally,
within 10 days after the contract owner receives the Contract, it may be
returned for a refund. Some states allow a longer period of time to return the
Contract. The Contract must be delivered to Merrill Lynch Life's Service Center
or to the Financial Consultant who sold it for a refund to be made. Merrill
Lynch Life will then refund to the contract owner the greater of all premiums
paid into the Contract or the contract value as of the date the Contract is
returned. For contracts issued in the Commonwealth of Pennsylvania, Merrill
Lynch Life will refund the contract value as of the date the Contract is
returned. The Contract will then be deemed void. (See TEN DAY RIGHT TO REVIEW on
page 23.)

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FEE TABLE

<TABLE>
<S> <C> <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 SINCE CONTINGENT DEFERRED SALES CHARGE AS A
PAYMENT 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> <C>
3. Transfer Fee............................ $25
The first 6 transfers in a contract year are free.
A fee may be charged on all subsequent transfers.
This is applicable to Separate Account A only.
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.
Separate Account Annual Expenses (as a percentage
C. of account value)
</TABLE>

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

<TABLE>
<S> <C> <C> <C>
Fund Expenses for the Year Ended December 31, 1993
D. (as a percentage of each Fund's net assets)
</TABLE>

<TABLE>
<CAPTION>
MERRILL LYNCH VARIABLE SERIES FUNDS, INC.
-------------------------------------------------------------------------------------------
HIGH NATURAL
RESERVE PRIME CURRENT QUALITY EQUITY FLEXIBLE RESOURCES
ANNUAL EXPENSES ASSETS BOND INCOME EQUITY GROWTH STRATEGY FOCUS
- ----------------------- ---------- --------- ----------- ---------- ----------- ---------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
Investment Advisory
Fees.................. .50% .50% .55% .50% .75% .65% .65%
Other Expenses (after
reimbursement)........ .20% .13% .17% .12% .21% .15% .68%
Total Annual Operating
Expenses (net of
reimbursement)........ .70% .63% .72% .62% .96% .80% 1.13%

<CAPTION>
MERRILL LYNCH VARIABLE SERIES FUNDS, INC. (CONT'D)
-------------------------------------------------------------------------------------------
GLOBAL DOMESTIC BASIC WORLD GLOBAL INTERNATIONAL
STRATEGY AMERICAN MONEY VALUE INCOME UTILITY EQUITY
ANNUAL EXPENSES FOCUS BALANCED MARKET (A) FOCUS (B) FOCUS (B) FOCUS (B) FOCUS (B)
- ----------------------- ---------- --------- ----------- ---------- ----------- ---------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
Investment Advisory
Fees.................. .65% .55% .50% .60% .60% .60% .75%
Other Expenses (after
reimbursement)........ .23% .15% .13% .26% .34% .29% .39%
Total Annual Operating
Expenses (net of
reimbursement)........ .88% .70% .63% .86% .94% .89% 1.14%
</TABLE>

<TABLE>
<CAPTION>
MERRILL LYNCH VARIABLE SERIES FUNDS,
INC. (CONT'D)
------------------------------------
DEVELOPING
INTERMEDIATE CAPITAL
INTERNATIONAL GOVERNMENT MARKETS
ANNUAL EXPENSES BOND(C) BOND(C) FOCUS(C)(D)
- ----------------------- ---------- --------- -----------
<S> <C> <C> <C>
Investment Advisory
Fees.................. .60% .50% 1.00%
Other Expenses (after
reimbursement)........ .44% .46% .25%
Total Annual Operating
Expenses (net of
reimbursement)........ 1.04% .96% 1.25%
</TABLE>

9
<PAGE>
Examples of Charges

If the Contract is surrendered at the end of the applicable time period:

The following expenses would be paid on each $1,000 invested, assuming 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.................................... $ 15 $ 47 $ 80 $ 176
Separate Account A subaccount investing in:
Prime Bond Fund........................................ $ 91 $ 116 $ 144 $ 245
High Current Income Fund............................... $ 92 $ 119 $ 148 $ 254
Quality Equity Fund.................................... $ 91 $ 116 $ 143 $ 244
Equity Growth Fund..................................... $ 95 $ 127 $ 161 $ 279
Flexible Strategy Fund................................. $ 93 $ 122 $ 153 $ 263
Natural Resources Focus Fund........................... $ 97 $ 132 $ 170 $ 296
Global Strategy Focus Fund............................. $ 94 $ 124 $ 157 $ 271
American Balanced Fund................................. $ 92 $ 119 $ 147 $ 252
Domestic Money Market Fund............................. $ 89 $ 108 $ 130 $ 216
Basic Value Focus Fund................................. $ 94 $ 123 $ 156 $ 269
World Income Focus Fund................................ $ 95 $ 126 $ 160 $ 277
Global Utility Focus Fund.............................. $ 94 $ 124 $ 157 $ 272
International Equity Focus Fund........................ $ 97 $ 132 $ 170 $ 297
International Bond Fund................................ $ 96 $ 129 $ 165 $ 287
Intermediate Government Bond Fund...................... $ 95 $ 127 $ 161 $ 279
Developing Capital Markets Focus Fund.................. $ 98 $ 135 $ 176 $ 308
</TABLE>

If the Contract is annuitized, or not surrendered, at the end of the applicable
time period:

The following expenses would be paid on each $1,000 invested, assuming 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.................................... $ 15 $ 47 $ 80 $ 176
Separate Account A subaccount investing in:
Prime Bond Fund........................................ $ 21 $ 66 $ 114 $ 245
High Current Income Fund............................... $ 22 $ 69 $ 118 $ 254
Quality Equity Fund.................................... $ 21 $ 66 $ 113 $ 244
Equity Growth Fund..................................... $ 25 $ 77 $ 131 $ 279
Flexible Strategy Fund................................. $ 23 $ 72 $ 123 $ 263
Natural Resources Focus Fund........................... $ 27 $ 82 $ 140 $ 296
Global Strategy Focus Fund............................. $ 24 $ 74 $ 127 $ 271
American Balanced Fund................................. $ 22 $ 69 $ 117 $ 252
Domestic Money Market Fund............................. $ 19 $ 58 $ 100 $ 216
Basic Value Focus Fund................................. $ 24 $ 73 $ 126 $ 269
World Income Focus Fund................................ $ 25 $ 76 $ 130 $ 277
Global Utility Focus Fund.............................. $ 24 $ 74 $ 127 $ 272
International Equity Focus Fund........................ $ 27 $ 82 $ 140 $ 297
International Bond Fund................................ $ 26 $ 79 $ 135 $ 287
Intermediate Government Bond Fund...................... $ 25 $ 77 $ 131 $ 279
Developing Capital Markets Focus Fund.................. $ 28 $ 85 $ 146 $ 308
</TABLE>

10
<PAGE>

The preceding Fee Table is 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 Merrill Lynch Variable Series Funds, Inc. See the Charges and Deductions
section in this Prospectus and the Investment Adviser section in the Fund
prospectus for a further discussion of fees and charges.

The Examples set forth above assume the reinvestment of all dividends and
distributions, no transfers among subaccounts or between Accounts, and a 5%
annual rate of return as mandated by Securities and Exchange Commission
regulations. The Examples also reflect the $40 contract maintenance charge as
0.0889% of assets, determined by dividing the total amount of such charges
collected by the total average net assets of the subaccounts. 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. Refer to the Premium Taxes section in this Prospectus for further
details.

Notes to Fee Table

(a) The Investment Advisory Fee (and therefore the Total Annual Operating
Expenses) shown is based on the anticipated advisory fee for the year ended
December 31, 1994. For the year ended December 31, 1993, the Investment
Adviser voluntarily waived 53% of its 0.50% advisory fee for the Domestic
Money Market Fund so that the advisory fee paid for that year was 0.24%.

(b) Annualized from July 1, 1993 to December 31, 1993.

(c) Other expenses given for the International Bond Fund, Intermediate
Government Bond Fund, and Developing Capital Markets Focus Fund are
estimated since these funds were not in operation as of December 31, 1993.

(d) The Investment Adviser and Merrill Lynch Life Agency, Inc. have entered into
a Reimbursement Agreement that limits the operating expenses paid by each
Fund in a given year to 1.25% of its average net assets. The estimated
"Other Expenses" for the Developing Capital Markets Focus Fund reflect a
reimbursement for a portion of its operating expenses. Absent the
reimbursement, estimated "Other Expenses" for this Fund would be 0.60%.

11
<PAGE>
ACCUMULATION UNIT VALUES

(Condensed Financial Information)

<TABLE>
<CAPTION>
SUBACCOUNTS
--------------------------------------------------------------------------------
DOMESTIC MONEY MARKET PRIME BOND HIGH CURRENT INCOME
------------------------- -------------------------- -------------------------
1/1/93 2/21/92* 1/1/93 2/21/92* 1/1/93 2/21/92*
TO TO TO TO TO TO
12/31/93 12/31/92 12/31/93 12/31/92 12/31/93 12/31/92
------------ ----------- ------------ ------------ ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
(1) Accumulation unit
value at beginning
of period......... $10.20 $10.00 $10.80 $10.00 $11.01 $10.00
(2) Accumulation unit
value at end of
period............ $10.37 $10.20 $11.94 $10.80 $12.80 $11.01
(3) Number of
accumulation units
outstanding at end
of period......... 15,662,277.00 2,575,640.90 20,094,427.00 3,697,882.90 10,628,528.50 1,213,555.50

<CAPTION>
QUALITY EQUITY EQUITY GROWTH FLEXIBLE STRATEGY
------------------------- -------------------------- -------------------------

1/1/93 2/21/92* 1/1/93 2/21/92* 1/1/93 2/21/92*
TO TO TO TO TO TO
12/31/93 12/31/92 12/31/93 12/31/92 12/31/93 12/31/92
------------ ----------- ------------ ------------ ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
(1) Accumulation unit
value at beginning
of period......... $10.33 $10.00 $9.31 $10.00 $10.39 $10.00
(2) Accumulation unit
value at end of
period............ $11.67 $10.33 $10.82 $9.31 $11.87 $10.39
(3) Number of
accumulation units
outstanding at end
of period......... 19,415,425.10 2,846,564.20 7,108,268.00 1,017,558.90 10,396,852.30 2,365,497.60

<CAPTION>
AMERICAN BALANCED NATURAL RESOURCES FOCUS GLOBAL STRATEGY FOCUS
------------------------- -------------------------- -------------------------
1/1/93 2/21/92* 1/1/93 2/21/92* 1/1/93 2/21/92*
TO TO TO TO TO TO
12/31/93 12/31/92 12/31/93 12/31/92 12/31/93 12/31/92
------------ ----------- ------------ ------------ ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
(1) Accumulation unit
value at beginning
of period......... $10.60 $10.00 $10.36 $10.00 $10.15 $10.00
(2) Accumulation unit
value at end of
period............ $11.86 $10.60 $11.29 $10.36 $12.12 $10.15
(3) Number of
accumulation units
outstanding at end
of period......... 7,844,224.70 1,210,776.90 1,052,692.50 83,415.00 20,198,586.70 1,280,889.40

<CAPTION>
WORLD GLOBAL
BASIC VALUE INCOME UTILITY INTERNATIONAL
FOCUS FOCUS FOCUS EQUITY FOCUS RESERVE ASSETS
------------ ----------- ------------ ------------ -------------------------
7/1/93* 7/1/93* 7/1/93* 7/1/93* 1/1/93 2/21/92*
TO TO TO TO TO TO
12/31/93 12/31/93 12/31/93 12/31/93 12/31/93 12/31/92
------------ ----------- ------------ ------------ ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
(1) Accumulation unit
value at beginning
of period......... $10.00 $10.00 $10.00 $10.00 $10.22 $10.20
(2) Accumulation unit
value at end of
period............ $10.88 $10.52 $10.61 $10.96 $10.43 $10.22
(3) Number of
accumulation units
outstanding at end
of period......... 3,847,716.50 4,305,872.90 8,953,967.10 6,329,646.20 1,173,856.50 332,729.50
</TABLE>

- ------------------------------
* Commencement of business

12
<PAGE>
YIELDS AND TOTAL RETURNS

From time to time, Merrill Lynch Life may advertise yields, effective yields,
and total returns for the Account A subaccounts and the Account B subaccount.
THESE FIGURES ARE BASED ON HISTORICAL EARNINGS AND DO NOT INDICATE OR PROJECT
FUTURE PERFORMANCE. Merrill Lynch Life also from time to time may advertise
performance of the subaccounts relative to certain performance rankings and
indices. More detailed information as to the calculation of performance
information, as well as comparisons with unmanaged market indices, appears in
the Statement of Additional Information.

Effective yields and total returns for a subaccount are based on the investment
performance of the corresponding Fund. A Fund's performance in part reflects
that Fund's expenses. The investment adviser and Merrill Lynch Life Agency, Inc.
(see Selling the Contract on page 35) have entered into a Reimbursement
Agreement that limits the operating expenses paid by each Fund in a given year
to 1.25% of its average net assets.

The yields of the Domestic Money Market Subaccount and the Reserve Assets
Subaccount refer to the annualized income generated by an investment in each
subaccount over a specified 7-day period. The yield is calculated by assuming
that the income generated for that 7-day period is generated each 7-day period
over a 52-week period and is shown as a percentage of the investment. The
effective yield is calculated similarly but, when annualized, the income earned
by an investment in the subaccount or Account is assumed to be reinvested. The
effective yield will be slightly higher than the yield because of the
compounding effect of this assumed reinvestment.

The yield of an Account A subaccount (other than the Domestic Money Market
Subaccount) refers to the annualized income generated by an investment in the
subaccount over a specified 30-day or one-month period. The yield is calculated
by assuming that the income generated by the investment during that 30-day or
one-month period is generated each period over a 12-month period and is shown as
a percentage of the investment.

The average annual total return of a subaccount refers to return quotations
assuming an investment under a Contract has been held in each subaccount for 1,
5 and 10 years, or for a shorter period, if applicable. The average annual total
return quotations represent the average compounded rates of return that would
equate an initial investment of $1,000 under a Contract to the redemption value
of that investment as of the last day of each of the periods for which return
quotations are provided. Average annual total return information shows the
average percentage change in the value of an investment in a subaccount
(including any contingent deferred sales charge that would apply if an owner
terminated the Contract at the end of each period indicated, but excluding any
deductions for premium taxes).

Merrill Lynch Life may, in addition, advertise or present yield or total return
performance information computed on different bases. Merrill Lynch Life may
present total return information computed on the same basis as described above,
except the information will not reflect a deduction for the contingent deferred
sales charge. This presentation assumes that an investment in the Contract will
persist beyond the period when the contingent deferred sales charge applies,
consistent with the long-term investment and retirement objectives of the
Contract. Merrill Lynch Life may also advertise total return performance
information for the Funds, but this information will always be accompanied by
average annual total returns for the corresponding subaccounts. Merrill Lynch
Life may also present total return performance information for a hypothetical
Contract assuming allocation of the initial premium to more than one subaccount
or assuming monthly transfers from the Domestic Money Market Subaccount to
designated subaccounts under a dollar cost averaging program. This information
will reflect the performance of the affected subaccounts for the

13
<PAGE>
duration of the allocation under the hypothetical Contract. It also will reflect
the deduction of charges described above except for the contingent deferred
sales charge. This information may also be compared to various indices.

Advertising and sales literature for the Contracts may also compare the
performance of the subaccounts to the performance of other variable annuity
issuers in general or to the performance of particular types of variable
annuities investing in mutual funds, or series of mutual funds, with investment
objectives similar to each of the Funds corresponding to the subaccounts.

Performance information may also be based on rankings by services which monitor
and rank the performance of variable annuity issuers in each of the major
categories of investment objectives on an industry-wide basis. Some services'
rankings include variable life insurance issuers as well as variable annuity
issuers, while others' rankings compare only variable annuity issuers.
Performance analysis prepared by services may rank such issuers on the basis of
total return, assuming reinvestment of distributions, but do not take sales
charges, redemption fees or certain expense deductions at the separate account
level into consideration. In addition, some such services prepare risk-adjusted
rankings, which consider the effect of market risk on total return performance.
This type of ranking provides data as to which funds provide the highest total
return within various categories of funds defined by the degree of risk inherent
in their investment objectives. Ranking services Merrill Lynch Life may use as
sources of performance comparison are Lipper, VARDS, CDA/Weisenberger,
Morningstar, MICROPAL, and Investment Company Data, Inc.

Advertising and sales literature for the Contracts may also compare the
performance of the subaccounts to the Standard & Poor's Index of 500 Common
Stocks, the Morgan Stanley EAFE Index, the Russell 2000 Index and the Dow Jones
Indices, all widely used measures of stock market performance. These unmanaged
indices assume the reinvestment of dividends, but do not reflect any "deduction"
for the expense of operating or managing an investment portfolio. Other sources
of performance comparison that Merrill Lynch Life may use are Chase Investment
Performance Digest, Money, Forbes, Fortune, Business Week, Financial Services
Weekly, Kiplinger Personal Finance, Wall Street Journal, USA Today, Barrons,
U.S. News & World Report, Strategic Insight, Donaghues, Investors Business
Daily, and Ibbotson Associates.

Advertising and sales literature for the Contracts may also contain information
on the effect of tax deferred compounding on subaccount investment returns, or
returns in general, which may be illustrated by graphs, charts or otherwise and
which may include a comparison at various points in time of the return from an
investment in a Contract (or returns in general) on a tax-deferred basis
(assuming one or more tax rates) with the return on a currently taxable basis.

MERRILL LYNCH LIFE INSURANCE COMPANY

Merrill Lynch Life Insurance Company ("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. Merrill
Lynch Life is an indirect wholly owned subsidiary of Merrill Lynch & Co., Inc.,
a corporation whose common stock is traded on the New York Stock Exchange.

Merrill Lynch Life's financial statements can be found in the Statement of
Additional Information and should only be considered in the context of its
ability to meet any obligations it may have under the Contract.

All communications concerning the Contract should be addressed to Merrill Lynch
Life's Service Center at the address printed on the first page of this
Prospectus.

14
<PAGE>
THE ACCOUNTS

Contract owners may direct their premiums into one or both of two segregated
investment accounts available to the Contract (the "Accounts"). The Merrill
Lynch Life Variable Annuity Separate Account A ("Account A") offers a variety of
investment options, each with a different investment objective, through its
subaccounts. The Merrill Lynch Life Variable Annuity Separate Account B
("Account B") offers a money market investment through its subaccount.

The Accounts were established on August 6, 1991, as separate investment
accounts. They are registered with the Securities and Exchange Commission as
unit investment trusts pursuant to the Investment Company Act of 1940. Their
registration does not involve any supervision by the Securities and Exchange
Commission over the investment policies or practices of the Accounts. The
Accounts each meet the definition of a separate account under the federal
securities laws. The Accounts' assets are segregated from all of Merrill Lynch
Life's other assets.

Obligations to contract owners and beneficiaries that arise under the Contract
are obligations of Merrill Lynch Life. Merrill Lynch Life owns all of the assets
in the Accounts. With respect to each Account, income, gains, and losses,
whether or not realized, from assets allocated to that Account are, in
accordance with the Contracts, credited to or charged against the Account
without regard to other income, gains or losses of Merrill Lynch Life. As
required, the assets in each Account will always be at least equal to the
reserves and other liabilities of the 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 Account under the Contracts),
Merrill Lynch Life may transfer the excess to its general account. Each
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 nor may the assets of either Account be charged with any liabilities of
the other Account.

Currently, there are thirteen subaccounts in Account A and one subaccount in
Account B. All subaccounts invest in a corresponding mutual fund portfolio of
the Merrill Lynch Variable Series Funds, Inc. On May 16, 1994, the International
Bond Fund, Intermediate Government Bond Fund and Developing Capital Markets
Focus Fund will be available to Account A and at that time Account A will have
sixteen subaccounts. Additional subaccounts may be added in the future.

The Accounts' financial statements can be found in the Statement of Additional
Information. No financial information is included in the Statement of Additional
Information and no accumulation unit values are included in this Prospectus for
the subaccounts investing in the International Bond Fund, Intermediate
Government Bond Fund, and Developing Capital Markets Focus Fund, as they were
not available for investment by contract owners as of the date of the financial
statements presented.

INVESTMENTS OF THE ACCOUNTS

Merrill Lynch Variable Series Funds, Inc.

The Merrill Lynch Variable Series Funds, Inc. (the "Funds") is registered with
the Securities and Exchange Commission as an open-end management investment
company. It currently offers the Accounts fourteen of its separate investment
mutual fund portfolios. The Reserve Assets Fund is available only to Account B.
The thirteen remaining Funds are available only to Account A. On May 16, 1994,
the International Bond Fund, Intermediate Government Bond Fund and Developing
Capital Markets Focus Fund will be available to Account A. Other investment
options may be added in the future. The Funds' shares are currently sold only to
separate accounts of Merrill Lynch Life, ML Life Insurance Company of New York
(an indirect wholly owned subsidiary of Merrill Lynch & Co., Inc.), and Family
Life Insurance Company (an insurance company not affiliated with Merrill Lynch
Life or Merrill Lynch & Co., Inc.) (collectively the "Participating Insurance
Companies") to fund benefits under certain variable annuity and variable life
insurance contracts. The Domestic Money Market Fund, Global Strategy Focus Fund,
Basic Value Focus Fund, World Income Focus Fund, Global Utility Focus Fund,
International Equity Focus Fund, International Bond Fund, Intermediate
Government Bond Fund, and Developing Capital Markets Focus Fund are only offered
to Merrill Lynch Life and ML Life Insurance Company of New York separate
accounts.

15
<PAGE>
It is conceivable that material conflicts could arise as a result of both
variable annuity and variable life insurance separate accounts investing in the
Funds. Although no material conflicts are foreseen, the Participating Insurance
Companies will monitor events in order to identify any material conflicts
between variable annuity and variable life insurance contract owners to
determine what action, if any, should be taken. Material conflicts could result
from such things as (1) changes in state insurance law, (2) changes in federal
income tax law or (3) differences between voting instructions given by variable
annuity and variable life insurance contract owners. If a conflict occurs,
Merrill Lynch Life may be required to eliminate one or more subaccounts of
Separate Account A or Separate Account B or substitute a new subaccount. In
responding to any conflict, Merrill Lynch Life will take the action which it
believes necessary to protect its contract owners.

The Accounts will purchase and redeem shares of the Funds to the extent
necessary to provide benefits under the Contract or for such other purposes as
may be consistent with the Contract. The Accounts will purchase and redeem
shares of the Funds at net asset value. Fund distributions to the Accounts are
automatically reinvested in additional shares of the Funds at net asset value.

Merrill Lynch Asset Management, L.P. ("MLAM") is the investment adviser to the
Funds. MLAM is a worldwide mutual fund leader with more than $137 billion in
assets under management. It is registered as an investment adviser under the
Investment Advisers Act of 1940. MLAM is an indirect subsidiary of Merrill Lynch
& Co., Inc. MLAM's principal business address is 800 Scudders Mill Road,
Plainsboro, New Jersey 08536. As the investment adviser, MLAM is paid fees by
the Funds for its services. The fees charged to each of the Funds are set forth
in the summary of investment objectives below.

Details about the Funds, including their investment objectives, management,
policies, restrictions, their expenses and risks associated with investments
therein (including any risks associated with investment in the High Current
Income Fund), and all other aspects of the Funds' operation can be found in the
attached prospectus for the Funds and in their Statement of Additional
Information, which should also be read carefully before investing. There is no
guarantee that any Fund will meet its investment objective. Meeting the
objectives depends upon how well the Funds' management anticipates changing
economic conditions.

DOMESTIC MONEY MARKET FUND

This Fund seeks preservation of capital, liquidity, and the highest possible
current income consistent with the foregoing objectives by investing in
short-term money market securities. The Fund invests in short-term United States
government securities; government agency securities; bank certificates of
deposit and bankers' acceptances; short-term corporate debt securities such as
commercial paper and variable amount master demand notes; and repurchase and
reverse repurchase agreements. MLAM receives from the Fund an advisory fee at
the annual rate of 0.50% of the average daily net assets of the Fund.

PRIME BOND FUND

This Fund seeks to obtain as high a level of current income as is consistent
with prudent investment management, and capital appreciation to the extent
consistent with the foregoing objective, by investing primarily in long-term
corporate bonds rated A or better by established rating services. MLAM receives
from the Fund an advisory fee at the annual rate of 0.50% of the first $250
million of the combined average daily nets assets of the Fund and High Current
Income Fund; 0.45% of the next $250 million; 0.40% of the next $250 million; and
0.35% of the combined average daily net assets in excess of $750 million. The
reduction of the advisory fee applicable to the Fund is determined on a uniform
percentage basis as described in the Statement of Additional Information for the
Funds.

16
<PAGE>
HIGH CURRENT INCOME FUND

This Fund seeks to obtain as high a level of current income as is consistent
with prudent investment management, and capital appreciation to the extent
consistent with the foregoing objective, by investing principally in
fixed-income securities that are rated in the lower rating categories of the
established rating services or in unrated securities of comparable quality
(commonly known as "junk bonds"). MLAM receives from the Fund an advisory fee at
the annual rate of 0.55% of the first $250 million of the combined average daily
net assets of the Fund and Prime Bond Fund; 0.50% of the next $250 million;
0.45% of the next $250 million; and 0.40% of the combined average daily net
assets in excess of $750 million. The reduction of the advisory fee applicable
to the Fund is determined on a uniform percentage basis as described in the
Statement of Additional Information for the Funds.

QUALITY EQUITY FUND

This Fund seeks to attain the highest total investment return consistent with
prudent risk through a fully managed investment policy utilizing equity
securities, primarily common stocks of large-capitalization companies, as well
as investment grade debt and convertible securities. Management of the Fund will
shift the emphasis among investment alternatives for capital growth, capital
stability, and income as market trends change. MLAM receives from the Fund an
advisory fee at the annual rate of 0.50% of the first $250 million of average
daily net assets; 0.45% of the next $50 million; 0.425% of the next $100
million; and 0.40% of the average daily net assets in excess of $400 million.

EQUITY GROWTH FUND

This Fund seeks to attain long-term growth of capital by investing primarily in
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 receives from the Fund an advisory fee at the annual rate of
0.75% of the average daily net assets of the Fund. This is a higher fee than
that of many other mutual funds, but management of the Fund believes it is
justified by the high degree of care that must be given to the initial selection
and continuous supervision of the types of portfolio securities in which the
Fund invests.

FLEXIBLE STRATEGY FUND

This Fund's objective is to seek a high total investment return consistent with
prudent risk. The Fund seeks its objective through a flexible investment policy
using equity securities, intermediate and long-term debt obligations, and money
market securities. MLAM receives from the Fund an advisory fee at the annual
rate of 0.65% of the average daily net assets of the Fund.

NATURAL RESOURCES FOCUS FUND

This Fund seeks to attain long-term growth of capital and protection of the
purchasing power of capital by investing primarily in equity securities of
domestic and foreign companies with substantial natural resource assets. MLAM
receives from the Fund an advisory fee at the annual rate of 0.65% of the
average daily net assets of the Fund.

Merrill Lynch Life and Account A reserve the right to suspend the sale of units
of the Natural Resources Focus Subaccount in response to conditions in the
securities markets or otherwise.

17
<PAGE>
AMERICAN BALANCED FUND

This Fund 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 is normally available from an
investment solely in debt securities by investing in a balanced portfolio of
fixed income and equity securities. MLAM receives from the Fund an advisory fee
at the annual rate of 0.55% of the average daily net assets of the Fund.

GLOBAL STRATEGY FOCUS FUND

This Fund 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. The Fund seeks to achieve its objective
by investing primarily in securities of issuers located in the United States,
Canada, Western Europe and the Far East. MLAM receives from the Fund an advisory
fee at the annual rate of 0.65% of the average daily net assets of the Fund.

BASIC VALUE FOCUS FUND

This Fund seeks to attain 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. MLAM receives
from the Fund an advisory fee at the annual rate of 0.60% of the average daily
net assets of the Fund.

WORLD INCOME FOCUS FUND

This Fund seeks to achieve 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. The Fund will allocate its
investments among different types of fixed income securities denominated in
various currencies. MLAM receives from the Fund an advisory fee at the annual
rate of 0.60% of the average daily net assets of the Fund.

GLOBAL UTILITY FOCUS FUND

This 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. MLAM receives from the Fund an advisory fee at the annual rate of 0.60%
of the average daily net assets of the Fund.

INTERNATIONAL EQUITY FOCUS FUND

This Fund seeks to obtain capital appreciation through investment in securities,
principally equities, of issuers 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. MLAM receives from the Fund an advisory fee at the
annual rate of 0.75% of the average daily net assets of the Fund.

INTERNATIONAL BOND FUND

This Fund seeks to achieve a high total investment return by investing in a
non-U.S. international portfolio of debt instruments denominated in various
currencies and multinational currency units. MLAM receives from the Fund an
advisory fee at an annual rate of 0.60% of the average daily net assets of the
Fund. This Fund will not be available for investment until May 16, 1994.

18
<PAGE>
INTERMEDIATE GOVERNMENT BOND FUND

This Fund seeks to achieve the highest possible current income consistent with
the protection of capital. It invests in intermediate-term debt securities
issued or guaranteed by the United States Government, its agencies or
instrumentalities with a maximum maturity not to exceed fifteen years. Depending
on market conditions, an average maturity of six to eight years is anticipated.
MLAM receives from the Fund an advisory fee at an annual rate of 0.50% of the
average daily net assets of the Fund. This Fund will not be available for
investment until May 16, 1994.

DEVELOPING CAPITAL MARKETS FOCUS FUND

This Fund seeks to achieve 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. Currently, these four
countries are Japan, the United Kingdom, the United States, and Germany. MLAM
receives from the Fund an advisory fee at an annual rate of 1.00% of the average
daily net assets of the Fund. This Fund will not be available for investment
until May 16, 1994.

RESERVE ASSETS FUND

REINVESTMENT

Fund distributions to the Accounts are automatically reinvested in additional
Fund shares at net asset value.

SUBSTITUTION OF INVESTMENTS AND CHANGES TO ACCOUNTS

Merrill Lynch Life may substitute a different investment option for any of the
current Funds. Substitution may be made with respect to both existing
investments and the investment of future premiums. However, no such substitution
will be made without any necessary approval of the Securities and Exchange
Commission and applicable state insurance departments. Contract owners will be
notified of any substitutions. Additional investment options may be added in the
future as eligible investments through the Accounts.

In addition, Merrill Lynch Life may make additional subaccounts available to
either Account, eliminate subaccounts in either Account, deregister either or
both of the Accounts under the Investment Company Act of 1940 (the "1940 Act"),
make any changes required by the 1940 Act, operate either or both Accounts as a
managed investment company under the 1940 Act or any other form permitted by
law, transfer all or a portion of the assets of a subaccount or account to
another subaccount or Account pursuant to a combination or otherwise, and create
new accounts. No such changes will be made without any necessary approval of the
Securities and Exchange Commission and applicable state insurance departments.
Contract owners will be notified of any changes.

19
<PAGE>
CHARGES AND DEDUCTIONS

CONTRACT MAINTENANCE CHARGE

A charge is made to reimburse Merrill Lynch Life for expenses related to
maintenance of the Contract. These expenses include issuing Contracts,
maintaining records, and performing accounting, regulatory compliance, and
reporting functions. This $40 maintenance charge will be deducted from the
contract value on each contract anniversary that occurs on or prior to the
annuity date. It will also be deducted when the Contract is surrendered if it is
surrendered on any date other than a contract anniversary. The contract
maintenance charge will be deducted on a pro rata basis from among all
subaccounts in which contract value is invested. (See ACCUMULATION UNITS on page
24 for a discussion of the effect the deduction of this charge will have on the
number of accumulation units credited to a Contract.) This charge will be waived
on all Contracts with a contract value equal to or greater than $50,000 on the
date the charge would otherwise be deducted. It is not deducted after the
annuity date. Merrill Lynch Life does not expect to profit from this charge. The
contract maintenance charge will never increase.

MORTALITY AND EXPENSE RISK CHARGE

A mortality and expense risk charge is imposed on the Accounts. It equals 1.25%
annually for Account A and 0.65% annually for Account B deducted daily from the
net asset value of the Accounts. Of this amount, 0.75% annually for Account A
and 0.35% annually for Account B is attributable to mortality risks assumed by
Merrill Lynch Life for the annuity payment and death benefit guarantees made
under the Contract. These guarantees include making annuity payments unaffected
by mortality experience and providing a minimum death benefit under the
Contract.

Additionally, of the total mortality and expense risk charge, 0.50% annually for
Account A and 0.30% annually for Account B is attributable to expense risks
assumed by Merrill Lynch Life should the contract maintenance and administration
charges be insufficient to cover all Contract maintenance and administration
expenses.

The mortality and expense risk charge is greater for Account A than for Account
B because a greater death benefit and higher administrative expenses are
attributable to Account A. If the mortality and expense risk charge is
inadequate to cover the actual expenses of mortality, maintenance, and
administration, Merrill Lynch Life will bear the loss. If the charge exceeds the
actual expenses, the excess will be added to Merrill Lynch Life's profit. The
mortality and expense risk charge will never increase.

ADMINISTRATION CHARGE

An administration charge is made to reimburse Merrill Lynch Life for costs
associated with the establishment and administration of Account A. This charge
covers such expenses as optional contract transactions (for example, processing
transfers and Dollar Cost Averaging transactions). A charge of 0.10% annually
will be deducted daily only from the net asset value of Account A. Merrill Lynch
Life does not expect to profit from this charge. The administration charge will
never increase.

CONTINGENT DEFERRED SALES CHARGE

A contingent deferred sales charge may be imposed on withdrawals and surrenders
from Account A. This charge reimburses Merrill Lynch Life for expenses relating
to the sale of the Contract, such as commissions, preparation of sales
literature, and other promotional activity. The charge is imposed only on
premium withdrawn or surrendered from Account A that was held for less than
seven years. However, where permitted by state regulation, up to 10% of this
premium will not be subject to such a charge if withdrawn or surrendered from
Account A during the first withdrawal of the contract year, whether paid in a
lump sum or

20
<PAGE>

elected to be paid on a monthly, quarterly, semi-annual or annual basis. In
addition, where permitted by state regulation, no contingent deferred sales
charge will be imposed on any premium withdrawn or surrendered from Contracts
purchased by employees of Merrill Lynch Life or its affiliates or from Contracts
purchased by the employees' spouses or dependents.

The maximum contingent deferred sales charge is 7% of the premium withdrawn
during the first year after that premium is paid, decreasing by 1% annually to
0% after year seven, as shown below.

<TABLE>
<CAPTION>
NUMBER OF COMPLETE YEARS
ELAPSED SINCE PREMIUM WAS PAID CONTINGENT DEFERRED SALES CHARGE
- ------------------------------ --------------------------------------
<S> <C>
0 7%
1 6%
2 5%
3 4%
4 3%
5 2%
6 1%
7 0%
</TABLE>

Contingent deferred sales charges are calculated on total premiums withdrawn or
surrendered from Account A, but not to exceed the account value. Gain in account
value is never subject to a contingent deferred sales charge. (See page 27 for a
discussion of the rules for determining whether a withdrawal is considered to
come from premiums or gain for contingent deferred sales charge purposes.) For
example, if a contract owner made a $5,000 premium payment to Account A and
withdrew the entire $5,000 three years later when there had been no gain or loss
on that premium, a 4% contingent deferred sales charge would be imposed on the
$5,000 withdrawal. If that contract owner had made a $5,000 premium payment to
Account A and due to negative investment experience only $4,500 remained in
Account A when the contract owner withdrew it three years later, a 4% contingent
deferred sales charge would be imposed only on $4,500 of the original premium.
If instead the $5,000 premium payment the contract owner made to Account A grew
to $5,500 due to positive investment experience, and the contract owner withdrew
$200 of gain in account value as the first withdrawal three years later, and
thereafter withdrew the remaining $5,300 in a subsequent withdrawal that same
year, no contingent deferred sales charge would be imposed on the $200 first
withdrawn (as it represents gain in account value and not premium) and a 4%
contingent deferred sales charge would be imposed only on $5,000 of the $5,300
subsequent withdrawal (as $300 of that amount represents gain in account value).

When imposed, the contingent deferred sales charge will be deducted on a pro
rata basis from among the subaccounts in which the contract owner has invested,
on the basis of the contract owner's interest in each subaccount to the Account
A account value. (See WITHDRAWALS AND SURRENDERS on page 27 and ACCUMULATION
UNITS on page 24 for a discussion of the effect the deduction of this charge
will have on the number of accumulation units credited to a Contract.)

To the extent that the contingent deferred sales charge is inadequate to recover
all sales expenses associated with the Contract, the deficiency will be met by
Merrill Lynch Life's surplus, which may be partly derived from the mortality and
expense risk charge on the Contract.

No contingent deferred sales charge will be imposed on withdrawals or surrenders
from Account B.

PREMIUM TAXES

Various states and municipalities impose a premium tax on annuity premiums when
they are received by an insurance company. In other jurisdictions, a premium tax
is paid on the contract value on the annuity date.

21
<PAGE>
Premium tax rates vary from jurisdiction to jurisdiction and currently range
from 0% to 5%. Merrill Lynch Life will pay these taxes when due, and a charge
for any premium taxes imposed by a state or local government will be deducted
from the contract value on the annuity date. (See ACCUMULATION UNITS on page 24
for a discussion of the effect the deduction of this charge will have on the
number of accumulation units credited to a Contract.) In those jurisdictions
that do not allow an insurance company to reduce its current taxable premium
income by the amount of any withdrawal, surrender or death benefit paid, Merrill
Lynch Life will also deduct a charge for these taxes on any withdrawal,
surrender or death benefit effected under the Contract.

Premium tax rates are subject to change by law, administrative interpretations,
or court decisions. Premium tax amounts will depend on, among other things, the
contract owner's state of residence, Merrill Lynch Life's status within that
state, and the premium tax laws of that state.

OTHER CHARGES

Contract owners may make up to six transfers among Account A subaccounts per
contract year without charge. Additional transfers may be permitted at a charge
of $25 per transfer. (See TRANSFERS on page 26.)

Merrill Lynch Variable Series Funds, Inc., in calculating the net asset values
of the Funds, deducts advisory fees and operating expenses from the assets of
each Fund. Information about those fees and expenses can be found in the
attached prospectus for the Funds and in its Statement of Additional
Information.

DESCRIPTION OF THE CONTRACT

OWNERSHIP OF THE CONTRACT

The contract owner is entitled to exercise all rights under the Contract. Unless
otherwise specified, the purchaser of the Contract will be the contract owner.
The contract owner may designate a beneficiary. The beneficiary will receive all
outstanding Contract benefits if the owner dies. The contract owner may also
designate an annuitant. The annuitant may be changed at any time prior to the
annuity date. If no annuitant is selected, the contract owner will be the
annuitant.

The Contract may be assigned to another owner upon notice to Merrill Lynch
Life's Service Center. The Contract may only be assigned to another owner in
full, not in part. An assignment to a new owner cancels all prior beneficiary
designations. Assignment of the Contract may have tax consequences or may be
prohibited on certain IRA Contracts, so the contract owner should consult with a
qualified tax adviser before assigning the Contract. (See FEDERAL INCOME TAXES
on page 31.)

Only spouses may be co-owners of the Contract. When co-owners are established,
they exercise all rights under the Contract jointly unless they elect otherwise.
Co-owner spouses must each be designated as beneficiary for the other. Co-owners
may also designate a beneficiary to receive benefits on the surviving co-owner's
death. IRA Contracts may not have co-owners.

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<PAGE>
ISSUING THE CONTRACT

A nonqualified Contract may generally be issued to contract owners who are less
than 85 years of age. Annuitants on nonqualified Contracts must also be less
than age 85 at issue. For IRA Contracts owned by natural persons, the contract
owner and annuitant must be the same person. Therefore, contract owners and
annuitants on IRA Contracts must be less than age 70 1/2 at issue.

Before issuing the Contract, Merrill Lynch Life requires certain information
from the prospective contract owner. Once that information is reviewed and
approved, and the prospective contract owner submits an initial premium, a
Contract will be issued. Generally, this review and approval process is
completed and the premium invested within two business days, but if any
necessary information has not been obtained within five business days, Merrill
Lynch Life will offer to return the premium and no Contract will be processed.
If the prospective contract owner instead consents, Merrill Lynch Life will hold
the premium until all necessary information is obtained, and will then invest
the premium within two business days after obtaining the information. The
initial premium will be invested as described under PREMIUM INVESTMENTS, page
24.

The date of issue will be the date the required information and initial premium
are received at Merrill Lynch Life's Service Center.

TEN DAY RIGHT TO REVIEW

When the contract owner receives the Contract, it should be reviewed carefully
to make sure it is what the contract owner intended to purchase. Generally,
within 10 days after the contract owner receives the Contract, he or she may
return it for a refund. Some states allow a longer period of time to return the
Contract. The Contract must be delivered to Merrill Lynch Life's Service Center
or to the Financial Consultant who sold it for a refund to be made. Merrill
Lynch Life will then refund to the contract owner the greater of all premiums
paid into the Contract or the contract value as of the date the Contract is
returned. For contracts issued in the Commonwealth of Pennsylvania, Merrill
Lynch Life will refund the contract value as of the date the Contract is
returned. The Contract will then be deemed void.

CONTRACT CHANGES

Requests to change the owner, beneficiary, annuitant, or annuity date of a
Contract will take effect as of the date such a request is signed by the
contract owner, unless Merrill Lynch Life has already acted in reliance on the
prior status.

PREMIUMS

Initial premium payments must be $5,000 or more on a nonqualified Contract and
$2,000 or more on an IRA Contract. Subsequent premium payments must be $300 or
more and can be made at any time prior to the annuity date. Merrill Lynch Life
reserves the right to refuse to accept subsequent premium payments, if required
by law. Premium payments can be made directly by the contract owner or debited
from his or her Merrill Lynch, Pierce, Fenner & Smith Incorporated brokerage
account and must be transmitted to Merrill Lynch Life's Service Center at the
address printed on the cover of this Prospectus. Under an automatic investment
feature, premium payments can also be made systematically on a monthly,
quarterly, semi-annual or annual basis from a Merrill Lynch Pierce, Fenner &
Smith Incorporated brokerage account. This feature will be available by July 31,
1994. A Financial Consultant should be contacted for additional information. The
automatic investment feature may be canceled by the contract owner at any time.
Once canceled, it can not be activated again until the next contract year.
Maximum annual contributions to IRA Contracts are limited by federal law.

23
<PAGE>
PREMIUM INVESTMENTS

For the first 14 days following the date of issue, all premiums directed into
Account A will be held in the Domestic Money Market Subaccount. Thereafter, the
account value will be reallocated to the Account A subaccounts selected. In the
Commonwealth of Pennsylvania, all premiums will be invested as of the date of
issue in the subaccounts selected by the contract owner. Subsequent premiums
allocated to Account A will be directly placed in the subaccounts selected as of
the end of the valuation period in which they are received at Merrill Lynch
Life's Service Center. Premiums directed into Account B will be directly placed
in the Reserve Assets Subaccount on the issue date. Subsequent premiums
allocated to Account B will be directly placed in its Reserve Assets Subaccount
as of the end of the valuation period in which they are received at Merrill
Lynch Life's Service Center. Currently, a contract owner may allocate his or her
premium among as many subaccounts as desired as long as allocations are made in
increments that are even multiples of 10%. For example, 10% of a premium
received may be allocated to the Prime Bond Fund, 40% allocated to the High
Current Income Fund, and 50% allocated to the Quality Equity Fund. However, a
contract owner may not allocate 33 1/3% to the Prime Bond Fund and 66 2/3% to
the High Current Income Fund. If allocation instructions are not given with
subsequent premiums received, Merrill Lynch Life will allocate those premiums
according to the allocation instructions last received from the contract owner.
Merrill Lynch Life reserves the right to limit the number of subaccounts to
which future allocations may be made.

ACCUMULATION UNITS

Each subaccount has a distinct value, called the accumulation unit value. The
accumulation unit value varies daily, as described below. This value is used to
determine the number of subaccount accumulation units represented by a contract
owner's investment in a subaccount. When a contract owner invests a premium or
transfers an amount to a subaccount, accumulation units in that subaccount are
purchased and credited to the Contract. Conversely, when a contract owner
withdraws contract value or transfers an amount from a subaccount, accumulation
units credited to the Contract in that subaccount are redeemed. Similarly, when
a deduction is made under a Contract for the contract maintenance charge, any
contingent deferred sales charges, any transfer charge and any premium taxes
due, accumulation units credited to the Contract in the subaccounts are
redeemed. (See CHARGES AND DEDUCTIONS on page 20 for a discussion concerning the
allocation of charges to subaccounts.) The number of accumulation units in a
subaccount so purchased or redeemed for a Contract is based on the subaccount's
accumulation unit value as of the end of the valuation period during which the
purchase or redemption is made. It is determined by dividing the dollar value of
the amount of the purchase or redemption allocated to the subaccount by the
value of one accumulation unit for that subaccount for the valuation period in
which the transfer is effected. The number of accumulation units in each
subaccount credited to a Contract will therefore increase or decrease as these
transactions are effected.

The number of subaccount accumulation units credited to a Contract will not
change as a result of investment experience or the deduction of mortality and
expense risk and administration charges. Instead, these charges and investment
experience will be reflected in the accumulation unit value.

For each subaccount, the value of an accumulation unit was arbitrarily set at
$10 when the Accounts were established. Accumulation unit values may increase or
decrease from one valuation period to the next. A valuation period is the
interval from one determination of the net asset value of a subaccount to the
next, measured from the time each day the Funds are valued. The Funds are valued
at the close of business on each day the New York Stock Exchange is open. An
accumulation unit value for any valuation period is determined by multiplying
the accumulation unit value for the last prior valuation period by the net
investment factor for the subaccount for the current valuation period. The
Funds' investment performance, expenses, and the deduction of asset-based
charges affect the accumulation unit value.

24
<PAGE>
The net investment factor is an index used to measure the investment performance
of a subaccount from one valuation period to the next. For any subaccount, the
net investment factor is determined by dividing the value of the assets of the
subaccount for that valuation period by the value of the assets of the
subaccount for the preceding valuation period, and subtracting from the result
the valuation period equivalent of the annual administration and mortality and
expense risk charges. Merrill Lynch Life may adjust the net investment factor to
make provisions for any change in the law that requires it to pay tax on capital
gains in the Accounts or for any assessments or federal premium taxes or
federal, state or local excise, profits or income taxes measured by or
attributable to the receipt of premiums. (See OTHER CHARGES on page 22).

The net investment factor may be greater or less than one. Therefore, the value
of an accumulation unit may increase or decrease.

DEATH BENEFIT

Prior to the annuity date, the Contract provides a death benefit feature that
guarantees a death benefit if the contract owner dies, regardless of investment
experience. A Contract's death benefit is equal to the greater of (a) the sum of
the excess, if any, of premiums paid into Account A with interest on them from
the date received at an interest rate compounded daily to yield 5% annually,
over transfers to Account B and withdrawals from Account A multiplied by a rate
compounded daily from the date of transfer or withdrawal to yield 5% annually,
plus the value of Account B; or (b) the contract value. For purposes of this
calculation, interest shall accrue only during the first 20 contract years. No
interest shall accrue thereafter. If the contract owner dies prior to the
annuity date, Merrill Lynch Life will pay the Contract's death benefit to the
owner's beneficiary. Unless the beneficiary has been irrevocably designated, the
contract owner may change the beneficiary at any time prior to the annuity date.

If the owner's beneficiary is his or her surviving spouse, the spouse may elect
to continue the Contract in force on the same terms as applicable before the
owner's death, and the spouse will then become the contract owner and the
beneficiary until a new beneficiary is named.

The death benefit will be paid in a lump sum unless the beneficiary chooses an
annuity payment option available under the Contract. (See ANNUITY OPTIONS on
page 29.) However, if the contract owner dies before the annuity date, federal
tax law generally requires the entire contract value to be distributed within
five years of the date of death. Special rules may apply to the surviving
spouse. (See FEDERAL INCOME TAXES on page 31.)

The death benefit is determined as of the date Merrill Lynch Life receives due
proof of death at its Service Center.

DEATH OF ANNUITANT

If the annuitant dies prior to the annuity date, and the annuitant is not the
contract owner, the owner may designate a new annuitant. If a new annuitant is
not designated, the contract owner will become the annuitant unless the owner is
not a natural person. If the contract owner is not a natural person, no new
annuitant may be named and the annuity must be paid out within five years of the
annuitant's death.

If the annuitant dies after the annuity date, while guaranteed amounts remain
unpaid, the contract owner may either (a) have payments continue for the amount
or period guaranteed; or (b) 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 either (a) have payments
continue for the amount or period guaranteed; or (b) receive the present value
of the remaining guaranteed payments in a lump sum.

25
<PAGE>
TRANSFERS

Once each contract year, contract owners may transfer from Account A to Account
B an amount equal to any gain in account value and/or any premium not subject to
a contingent deferred sales charge, determined as of the date the request is
received. Where permitted by state regulation, once each contract year, contract
owners may transfer from Account A to Account B all or a portion of the greater
of that amount or 10% of premiums subject to a contingent deferred sales charge
determined as of the date the request is received (minus any of that premium
already withdrawn or transferred). Additionally, where permitted by state
regulation, periodic transfers of all or a portion of the greater amount,
determined at the time of each periodic transfer, are permitted, on a monthly,
quarterly, semi-annual or annual basis. Periodic transfers may be canceled by
the contract owner at any time. Once canceled, they can not be activated again
until the next contract year.

Generally, the amount transferred will be deducted on a pro rata basis from
among the affected Account A subaccounts, on the basis of the contract owner's
interest in each subaccount to the Account A account value, unless the contract
owner requests otherwise. However, if the amount will be transferred on a
monthly, quarterly, semi-annual or annual basis, it must be deducted on a pro
rata basis. This is the only amount which may be transferred from Account A to
Account B during that contract year. There is no charge imposed on the transfer
of this amount. No transfers are permitted from Account B to Account A.

Prior to the annuity date, contract owners may transfer all or part of their
Account A value among the subaccounts of Account A up to six times per contract
year without charge. Additional transfers among Account A subaccounts may be
made at a charge of $25 per transfer. Currently, there is no charge for
additional transfers. The transfer charge will be deducted on a pro rata basis
from among the subaccounts from which account value is being transferred.
Merrill Lynch Life reserves the right to change the number of additional
transfers permitted each contract year, as appropriate.

Transfers among subaccounts may be made in specific dollar amounts or as a
percentage of Account A value. Requests to transfer dollar amounts must be for
at least $300 or the total value of a subaccount, if less. Requests to transfer
a percentage of Account A value are also subject to a $300 minimum, with
allocations in increments that are even multiples of 10%. For example, 20% of
the $1,500 Account A value in the Prime Bond Fund may be transferred to the High
Current Income Fund, but 15 1/2% may not.

Contract owners may make transfer requests in writing or by telephone, once
Merrill Lynch Life receives proper telephone transfer authorization. Transfer
requests may also be made through a Merrill Lynch Financial Consultant, once
Merrill Lynch Life receives proper authorization. Transfers will take effect as
of the end of the valuation period on the date the request is received at
Merrill Lynch Life's Service Center. Telephone transfer requests received after
4:00 p.m. (ET) will be deemed to have been received the following business day.

DOLLAR COST AVERAGING

The Contract offers an additional optional transfer feature called Dollar Cost
Averaging. This feature allows contract owners to reallocate value from the
Account A Domestic Money Market Subaccount to any of the remaining Account A
investment options. Amounts will be transferred monthly to the subaccounts
specified by the contract owner. Amounts of $1,000 or more must be allotted for
transfer each month in the Dollar Cost Averaging feature. Allocations must be
designated in percentage increments that are even multiples of 10%. No specific
dollar amount designations may be made. Merrill Lynch Life reserves the right to
change these minimums.

Contract owners may apply for the Dollar Cost Averaging feature at any time
prior to the annuity date. Dollar Cost Averaging transfers may continue for
anywhere from 12 to 36 months (or to the annuity date, if

26
<PAGE>

earlier), subject to availability of Domestic Money Market Subaccount value for
this purpose. When the Dollar Cost Averaging feature is elected, an amount equal
to the total to be transferred during the term of the feature must have been
deposited into the Domestic Money Market Subaccount. Should the owner's interest
in the Domestic Money Market Subaccount drop below the selected monthly transfer
amount, Merrill Lynch Life will notify the contract owner that an additional
premium payment will be necessary in that subaccount if he or she wants to
continue in the Dollar Cost Averaging feature.

The first Dollar Cost Averaging transfer will be effected on the first
monthiversary date after Merrill Lynch Life receives the contract owner's
election at its Service Center. Subsequent Dollar Cost Averaging transfers will
take effect as of the end of the valuation period on each of the Contract's
monthiversary dates.

The main objective of the Dollar Cost Averaging feature is to shield investment
from short term price fluctuations. Since the same dollar amount is transferred
to selected subaccounts each month, more accumulation units are purchased in a
subaccount when their value is low and fewer accumulation units are purchased
when their value is high. Therefore, a lower than average cost of purchasing
accumulation units may be achieved over the long term. This plan of investing
allows contract owners to take advantage of investment fluctuations, but does
not assure a profit or protect against a loss in declining markets.

There is no charge imposed on Dollar Cost Averaging transfers. These transfers
are in addition to the annual transfers permitted under the Contract, as
described above.

Dollar Cost Averaging is an investment strategy and does not guarantee an
investment gain, nor will it protect against an investment loss when markets
have declined.

WITHDRAWALS AND SURRENDERS

Withdrawals may be made from the Contract up to six times per contract year
prior to the annuity date. The first withdrawal from Account A in any contract
year will be effected as if gain in account value and premium not subject to a
contingent deferred sales charge is withdrawn first, followed by premium on a
"first-in, first-out" basis. A contingent deferred sales charge will not be
applied to the first withdrawal in any contract year out of Account A to the
extent that the withdrawal consists of gain and/or any premium not subject to
such a charge. Where permitted by state regulation, a contingent deferred sales
charge will not be applied to that portion of the first withdrawal from Account
A in any contract year that does not exceed the greater of (a) or (b) where (a)
is 10% of total premiums paid into Account A that are subject to a contingent
deferred sales charge determined as of the date the request is received, less
any prior amount withdrawn or transferred from Account A to Account B in the
contract year, and (b) is the gain in Account A plus premiums allocated to
Account A as of the date the request is received that are not subject to a
contingent deferred sales charge. Additionally, where permitted by state
regulation, the amount withdrawn may be paid on a monthly, quarterly,
semi-annual or annual basis, if the contract owner so elects. Withdrawals may be
taxable and subject to a 10% tax penalty. (See PENALTY TAXES on page 33.)

All subsequent withdrawals from Account A in the same contract year will be
effected as if premium is withdrawn on a "first-in, first-out" basis before any
gain in account value is withdrawn. Therefore, premium accumulated the longest
will be withdrawn first. These withdrawals are subject to a contingent deferred
sales charge. (See CONTINGENT DEFERRED SALES CHARGE on page 20.)

There are no contingent deferred sales charges imposed on any withdrawals from
Account B. In addition, no contingent deferred sales charge will be imposed on
withdrawals from Account A on a Contract purchased by an employee of Merrill
Lynch Life or its affiliates or purchased by the employee's spouse or
dependents, where permitted by state regulation.

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In addition, the contract owner may request monthly, quarterly, semiannual, or
annual automatic withdrawals from Account B. This optional automatic withdrawal
program can be activated or canceled by the contract owner once each contract
year. Once canceled, the program can not be activated again until the next
contract year. Withdrawal amounts may be increased or decreased at any time,
once Merrill Lynch Life receives a proper request at its Service Center. There
are no contingent deferred sales charges imposed on automatic withdrawals from
Account B. These withdrawals are in addition to the annual withdrawals permitted
under the Contract, as described above. Automatic withdrawals may be included in
the contract owner's gross income in the year in which the withdrawal occurs.
(See DISTRIBUTIONS on page 32.) Withdrawals may be taxable and subject to a 10%
tax penalty. (See PENALTY TAXES on page 33.)

If the contract owner has elected both the automatic withdrawal program and a
withdrawal from Account A on a monthly, quarterly, semi-annual or annual basis,
both forms of withdrawal must be paid out on the same date(s).

The minimum amount that may be withdrawn is $300. At least $2,000 must remain in
the Contract after a withdrawal is made. Merrill Lynch Life reserves the right
to change these minimums. Withdrawals will be effected as of the end of the
valuation period on the date the request is received at Merrill Lynch Life's
Service Center. Unless otherwise directed by the contract owner, withdrawals
will be taken from subaccounts in the same proportion as the owner's contract
value bears to the subaccounts of the Accounts from which the withdrawal is
made. A withdrawal may be effected by telephone, once a proper authorization
form is submitted to Merrill Lynch Life's Service Center, if the amount
withdrawn is to be paid into a Merrill Lynch, Pierce, Fenner & Smith
Incorporated brokerage account. Otherwise, a withdrawal request must be
submitted by the contract owner in writing to Merrill Lynch Life's Service
Center. Telephone withdrawal requests received after 4:00 p.m. (ET) will be
deemed to have been received the following business day.

The Contract may be surrendered at any time prior to the annuity date. To
surrender the Contract through a full withdrawal, the Contract must be delivered
to Merrill Lynch Life's Service Center. The surrender will be effected as of the
end of the valuation period on the date the Contract is received at Merrill
Lynch Life's Service Center. The amount payable on surrender is the contract
value as of the end of the valuation period when the surrender is effected, less
any applicable contingent deferred sales charge, less the contract maintenance
charge if the contract value is less than $50,000 and that valuation period is
not a contract anniversary, less any applicable charge for premium taxes. (See
CHARGES AND DEDUCTIONS on page 20.)

Withdrawals will decrease the contract value. Withdrawals from either Account A
or Account B may be taxable and subject to a 10% tax penalty. (See FEDERAL
INCOME TAXES on page 31.)

PAYMENTS TO CONTRACT OWNERS

Merrill Lynch Life will generally pay the amount of any withdrawal or surrender,
any annuity payment or death benefit, minus any applicable charges, premium
taxes or tax withholding, within seven days of receipt of a proper request at
its Service Center. However, Merrill Lynch Life may delay the payment of any
withdrawal, surrender, or death benefit, or the processing of any annuity
payment or transfer request if (a) the New York Stock Exchange is closed, other
than for a customary weekend or holiday; (b) trading on the New York Stock
Exchange is restricted by the Securities and Exchange Commission; (c) the
Securities and Exchange Commission declares that an emergency exists such that
it is not reasonably practical to dispose of securities held in the Accounts or
to determine the value of their assets; (d) the Securities and Exchange
Commission by order so permits for the protection of security holders; or (e)
payment is derived from a check used to make a premium payment which has not
cleared through the banking system.

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ANNUITY DATE

The contract owner selects an annuity date when the Contract is applied for. The
annuity date may be changed up to 30 days prior to that date. Generally, the
annuity date for nonqualified Contracts may not be later than the annuitant's
85th birthday. For IRA Contracts, the annuity date may not be later than when
the owner/annuitant reaches the age of 70 1/2 unless the contract owner selects
a later annuity date. If no annuity date is chosen, the annuity date will
automatically be the date on which the annuitant reaches age 85 or 70 1/2, as
outlined above.

The first annuity payment will be made on the annuity date, and payments will
continue thereafter according to the schedule of the annuity option selected.

Contract owners may select from a variety of fixed annuity payment options, as
outlined below in ANNUITY OPTIONS.

ANNUITY OPTIONS

The Contract provides a choice of fixed annuity payment options. If an annuity
option is not chosen by the contract owner, Merrill Lynch Life will
automatically effect the Life Annuity with Payments Guaranteed for 10 Years
annuity option when the contract owner reaches age 85 (age 70 1/2 for an IRA
Contract). The annuity option may be changed up to 30 days prior to the annuity
date. Merrill Lynch Life reserves the right to limit annuity options available
to IRA contract owners to comply with provisions of the Internal Revenue Code or
regulations thereunder. On the annuity date, the entire contract value, after a
deduction for the cost of any applicable premium taxes, will be transferred to
Merrill Lynch Life's general account, from which the annuity payments will be
made. The amount of each payment is predetermined.

The dollar amount of annuity payments is determined by the contract value on the
annuity date, applied to Merrill Lynch Life's then current annuity purchase
rates. These rates will be furnished on request. The rates will never be less
favorable than those shown in the Contract.

If the age and/or sex of the annuitant was misstated to Merrill Lynch Life,
resulting in an incorrect calculation of annuity payments on a Contract, future
annuity payments on that Contract will be adjusted to reflect the correct age
and/or sex. Any amount Merrill Lynch Life overpaid as the result of a
misstatement will be deducted from future payments with 6% annual interest
charges. Any amount Merrill Lynch Life underpaid as the result of a misstatement
will be paid in full with the next payment made with 6% annual interest
credited.

If the contract value on the annuity date, after the deduction for the cost of
any applicable premium taxes, is less than $5,000 (or a different minimum
amount, if required by state law), Merrill Lynch Life may pay the annuity
benefits in a lump sum, rather than as periodic payments. If any annuity payment
would be less than $50 (or a different minimum amount, if required by state
law), the frequency of payments may be changed so that all payments will be at
least $50 (or the minimum amount required by state law). Otherwise, the contract
owner has the following annuity payment options. Merrill Lynch Life reserves the
right to permit additional annuity payment options.

- - PAYMENTS OF A FIXED AMOUNT--Equal payments in an amount chosen by the
contract owner will be guaranteed until the sum of all annuity payments
equals the contract value transferred to Merrill Lynch Life's general
account on the annuity date, adjusted for interest credited as shown in the
Contract. The amount chosen must provide for payments for at least five
years. Payments are guaranteed irrespective of the annuitant's life. If the
annuitant dies before the end of the guarantee

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period, 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 guaranteed payments in a lump
sum.

- - PAYMENTS FOR A FIXED PERIOD--Payments will be made for five years or a
longer period if selected by the contract owner. Payments are guaranteed
irrespective of the annuitant's life. If the annuitant dies before the end
of the guarantee period, 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
guaranteed payments in a lump sum.

- - *LIFE ANNUITY--Payments will be made for the life of the annuitant.
Payments will cease with the last payment due before the annuitant's death.

- - LIFE ANNUITY WITH PAYMENTS GUARANTEED FOR 10 OR 20 YEARS--Payments will be
made for the life of the annuitant. In addition, even if the annuitant dies
before the guarantee period ends, payments will be guaranteed for either 10
or 20 years as selected by the contract owner. If the annuitant dies before
the end of the guarantee period, 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
guaranteed payments in a lump sum.

- - LIFE ANNUITY WITH GUARANTEED RETURN OF CONTRACT VALUE--Payments will be
made for the life of the annuitant. In addition, even if the annuitant dies
beforehand, payments will be guaranteed until the sum of all annuity
payments equals the contract value transferred to Merrill Lynch Life's
general account on the annuity date, adjusted for interest credited as
shown in the Contract.

- - *JOINT AND SURVIVOR LIFE ANNUITY--Payments will be made for the lives of
the annuitant and a designated second person. Payments will continue as
long as either one is living.

- - INDIVIDUAL RETIREMENT ACCOUNT ANNUITY--This annuity option is available
only to IRA contract owners. Payments will be made annually based on either
(a) the life expectancy of the owner/ annuitant; (b) the joint life
expectancy of the owner/annuitant and his or her spouse; or (c) the life
expectancy of the surviving spouse if the owner/annuitant dies before the
annuity date. Each annual payment will be equal to the remaining contract
value transferred to Merrill Lynch Life's general account, divided by the
then current life expectancy chosen, as defined by Internal Revenue Service
regulations. Payments will be made on each anniversary of the annuity date.
If the measuring life or lives dies before the remaining value has been
distributed, that value will be paid to the contract owner in a lump sum.

*These options are life annuities. Therefore, it is possible for the payee to
receive only one annuity payment if the person (or persons) on whose life
(lives) payment is based dies after only one payment or to receive only two
annuity payments if that person (those persons) dies after only two payments,
etc.

UNISEX

Generally, the Contract provides for sex-distinct annuity purchase rates for
life annuities. However, in those states that have adopted regulations
prohibiting sex-distinct rates, blended unisex annuity purchase rates for life
annuities will be applied, whether the annuitant is male or female. Unisex
annuity purchase rates will provide the same annuity payments for male or female
annuitants that are the same age on their annuity dates.

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Employers and employee organizations considering purchasing the Contract should
consult with their legal adviser to determine whether purchasing the Contract
based on sex-distinct annuity purchase rates is consistent with Title VII of the
Civil Rights Act of 1964 or other applicable law. Merrill Lynch Life may offer
such contract owners Contracts based on unisex annuity purchase rates.

FEDERAL INCOME TAXES

INTRODUCTION

The Contracts are designed for use in connection with retirement plans that are
not qualified plans under the provisions of the Internal Revenue Code and also
Individual Retirement Annuities (IRAs). The ultimate effect of federal income
taxes on contract value, on annuity payments, and on the economic benefit to the
contract owner, depends on the type of retirement plan for which the Contract is
purchased, on whether the investments of the Accounts meet Internal Revenue
Service diversification standards (discussed below) and on the tax status of the
individual concerned. The following discussion is general in nature and is not
intended as tax advice. This discussion is not intended to address the tax
consequences resulting from all situations in which a person may by entitled to
or may receive a distribution under the Contract. Contract owners should consult
a competent tax adviser before initiating any transaction. This discussion is
based on the Company's understanding of current federal income tax laws as
currently interpreted by the Internal Revenue Service and generally does not
discuss or consider any applicable state or other tax laws. No representation is
made as to the likelihood of continuation of current federal income tax laws or
of the current interpretations by the Internal Revenue Service. MERRILL LYNCH
LIFE DOES NOT MAKE ANY GUARANTEE REGARDING THE TAX STATUS OF ANY CONTRACT OR ANY
TRANSACTION INVOLVING THE CONTRACTS.

MERRILL LYNCH LIFE'S TAX STATUS

Merrill Lynch Life is taxed as a life insurance company under the Internal
Revenue Code. The Accounts are not a separate entity and for tax purposes their
operations are part of the Company's. Therefore, the Company will be liable for
any taxes attributable to the Accounts. Under existing federal income tax law
the investment income of the Accounts is includable in the Company's gross
income. Merrill Lynch Life currently incurs no income taxes on this income.
Merrill Lynch Life reserves the right, however, to deduct from the Accounts any
such taxes which are imposed on the investment earnings or taxes measured by or
attributable to the receipt of premium.

TAXATION OF ANNUITIES

IN GENERAL

Section 72 of the Internal Revenue Code governs taxation of annuities in
general. With respect to contracts held by natural persons, Merrill Lynch Life
believes that the contract owner is not taxed on increases in the value of the
Contract until distribution occurs, either in the form of a withdrawal or as
annuity payments under the annuity option elected. The taxable portion of a
distribution (in the form of a single sum payment or an annuity) is taxable as
ordinary income. Additionally, certain transfers of a Contract for less than
full consideration, such as a gift, will trigger tax on the excess of the net
contract value over the contract owner's investment in the Contract.

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REQUIRED DISTRIBUTIONS

In order to be treated as an annuity contract for federal income tax purposes,
section 72(s) of the Code requires any nonqualified Contract to provide that (a)
if any contract owner dies on or after the annuity commencement date but prior
to the time the entire interest in the Contract has been distributed, the
remaining portion of such interest will be distributed at least as rapidly as
under the method of distribution being used as of the date of that contract
owner's death; and (b) if any contract owner dies prior to the annuity
commencement date, the entire interest in the Contract will be distributed
within five years after the date of the contract owner's death. These
requirements will be considered satisfied as to any portion of the contract
owner's interest which is payable to or for the benefit of a "designated
beneficiary" and which is distributed over the life of such "designated
beneficiary" or over a period not extending beyond the life expectancy of that
beneficiary, provided that such distributions begin within one year of that
owner's death. The contract owner's "designated beneficiary" (referred to herein
as the "Owner's Beneficiary") is the person designated by such contract owner as
a beneficiary and to whom ownership of the Contract passes by reason of death
and must be a natural person. However, if the contract owner's "designated
beneficiary" is the surviving spouse of the contract owner, the Contract may be
continued with the surviving spouse as the new owner. Solely for purposes of
applying the provisions of Section 72(s) of the Code, when nonqualified
Contracts are held by other than a natural person, the death of, or change of,
the annuitant is treated as the death of the contract owner.

The nonqualified Contracts contain provisions which are intended to comply with
the requirements of section 72(s) of the Code, although no regulations
interpreting these requirements have yet been issued. The Company intends to
review such provisions and modify them if necessary to assure that they comply
with the requirements of Code section 72(s) when clarified by regulation or
otherwise. Other rules may apply to IRAs.

NON-NATURAL OWNERS

Nonqualified contracts held by other than a natural person generally are not
treated as annuities, and the contract owner generally must include in income
any increase in the excess of the contract value over the contract owner's
investment in the Contract. This is not applicable to trusts or other entities
acting as an agent for a natural person, and there are certain other exceptions
to this rule. Prospective contract owners who are not natural persons should
consult a competent tax adviser.

DISTRIBUTIONS

The taxable portion of annuity payments is generally determined by a formula
that establishes the ratio that the cost basis of the contract bears to the
expected return under the contract. After such time as the sum of the nontaxable
portion of annuity payments received equals the sum of premium payments
(adjusted for any withdrawals or outstanding loans), all subsequent annuity
payments are fully taxable as ordinary income. With respect to nonqualified
Contracts, partial withdrawals of contract value are treated as taxable income
to the extent that the contract value just before the withdrawal exceeds the
investment in the Contract. The assignment or pledge (or agreement to assign or
pledge) of any portion of the value of the Contract shall be treated as a
withdrawal subject to this rule. Full withdrawals are treated as taxable income
under section 72(e) of the Internal Revenue Code to the extent that the net
amount received exceeds the investment in the Contract. (For the tax treatment
of any premium paid prior to August 14, 1982, under another annuity contract,
which contract has been exchanged for this Contract, consult your tax adviser.)
Amounts may be distributed from a Contract because of the death of the owner.
Generally, such amounts are includable in the income of the recipient as
follows: (1) if distributed in a lump sum, the amount is taxed in the same
manner as a full withdrawal; or (2) if distributed under a payment option, the
amounts are taxed in the same manner

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as annuity payments. For both withdrawals and annuity payments under qualified
plans, there may be no cost basis in the contract within the meaning of Section
72 of the Internal Revenue Code, and the total amount received may be taxable as
ordinary income.

MULTIPLE ANNUITY CONTRACTS

All nonqualified annuity contracts entered into after October 21, 1988 that are
issued by Merrill Lynch Life (or its affiliates) to the same owner during any
calendar year are treated as one annuity contract for purposes of determining
the amount includable in gross income under Section 72(e) of the Internal
Revenue Code. In addition, the Treasury Department has specific authority to
issue regulations that prevent the avoidance of Section 72(e) through the serial
purchase of annuity contracts or otherwise. Congress has also indicated that the
Treasury Department may have authority to treat the combination purchase of an
immediate annuity contract and a separate deferred annuity contract as a single
annuity contract under its general authority to prescribe rules as may be
necessary to enforce the income tax laws.

PENALTY TAXES

A penalty tax may be imposed equal to 10% of the taxable income portion of a
withdrawal. The penalty tax applies to both nonqualified Contracts and IRAs,
with different exceptions for each. The exceptions applicable to both
nonqualified Contracts and IRAs include (a) distributions made at or after the
contract owner attains age 59 1/2, (b) distributions made on or after the
contract owner's death, (c) distributions attributable to the contract owner's
disability, and (d) substantially equal periodic payments for the contract
owner's life or life expectancy (or joint life or joint life expectancy of the
contract owner and a second designated person). In certain circumstances, other
exceptions may apply. Other tax penalties may apply to certain distributions
under IRAs.

INTERNAL REVENUE SERVICE DIVERSIFICATION STANDARDS

The Internal Revenue Service has published regulations prescribing
diversification standards to be met by nonqualified variable annuity contracts
as a condition to being taxed as annuities under Section 72 of the Internal
Revenue Code. The standards provide that investments of a subaccount of the
Accounts are adequately diversified if no more than (a) 55% of the value of its
assets is represented by any one investment, (b) 70% is represented by any two
investments, (c) 80% is represented by any three investments, and (d) 90% is
represented by any four investments. It is Merrill Lynch Life's opinion that
each subaccount of the Accounts will meet the diversification standards imposed
by the Internal Revenue Service.

The Treasury Department has announced that the diversification regulations do
not provide guidance concerning the extent to which contract owners may direct
their investments to particular subaccounts of a separate account. Such guidance
will be included in regulations or Revenue Rulings under Section 817(d) of the
Internal Revenue Code relating to the definition of a variable contract. It is
unknown what standards will be adopted in such regulations. Merrill Lynch Life,
however, believes that according to current law the Contract will be treated as
an annuity for federal income tax purposes and that the Company, not the
contract owner, will be treated as the owner of the contract investments.

The ownership rights under the Contract 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
premium payments and account values. These differences could result in the owner
being treated as the owner of the assets of the Accounts. Merrill Lynch Life
reserves the right to modify the Contract as necessary

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to prevent the contract owner from being considered the owner of the assets of
the Accounts for federal tax purposes. Any such changes will apply uniformly to
affected contract owners and will be made with such notice to affected contract
owners as is feasible under the circumstances.

IRA CONTRACTS

Section 408 of the Internal Revenue Code permits eligible individuals to
contribute to an individual retirement program known as an Individual Retirement
Annuity ("IRA"). IRAs are subject to limits on the amount that may be
contributed, the contributions that may be deducted from taxable income, the
persons who may be eligible, and on the time when distributions may commence and
the duration of those distributions. Also, distributions from certain other
types of qualified plans may be "rolled over" on a tax-deferred basis into an
IRA. The ultimate effect of federal income taxes on the amounts contributed to
and held under a Contract, on annuity payments, and on the economic benefit to
the contract owner, the annuitant, or the beneficiary depends on the tax and
employment status of the individual concerned and on Merrill Lynch Life's tax
status. In addition, certain requirements must be satisfied in purchasing an IRA
with proceeds from a tax qualified retirement plan and receiving distributions
from an IRA in order to continue receiving favorable tax treatment. Sales of the
Contract for use with IRAs may be subject to special disclosure requirements of
the Internal Revenue Service. Purchasers of the Contract for use with IRAs will
be provided with supplemental information required by the Internal Revenue
Service or other appropriate agency. Such purchasers will have the right to
revoke the Contract within seven days of the earlier of the establishment of the
IRA or the purchase of the Contract. Purchasers should seek competent tax advice
as to the suitability of the Contract for use with or as an IRA.

TRANSFERS, ASSIGNMENTS, OR EXCHANGES OF A CONTRACT

A transfer of ownership of the Contract, the designation of an annuitant who is
not also the owner, or the exchange of the Contract may result in certain tax
consequences to the contract owner that are not discussed herein. A contract
owner contemplating any such transfer, assignment, or exchange should contact a
competent tax adviser with respect to the potential tax effects of such a
transaction.

WITHHOLDING

Unless the contract owner elects to the contrary, the taxable portion of any
amounts received under the Contract will be subject to withholding to meet
federal and state income tax obligations. The rate of withholding on annuity
payments will generally be determined on the basis of the withholding
certificate filed by the contract owner with Merrill Lynch Life. If no such
certificate is filed, the contract owner will be treated, for purposes of
determining the withholding rate, as a married person with three exemptions.

The rate of withholding on all other payments made under the Contract, such as
amounts received upon withdrawals, will generally be 10%. Thus, if the contract
owner fails to elect that there be no withholding, Merrill Lynch Life will
withhold from every withdrawal or annuity payment the appropriate percentage of
the amount of the payment that is taxable. Merrill Lynch Life will provide the
contract owner with forms and instructions concerning the right to elect that no
amount be withheld from payments. Generally, there will be no withholding for
taxes until payments are actually received under the Contract.

OTHER TAX CONSEQUENCES

Merrill Lynch Life does not make any guarantee regarding the tax status of the
Contract or any transaction regarding the Contract. As noted above, the
foregoing discussion of the income tax consequences under the Contract is not
exhaustive and special rules are provided with respect to other tax situations
not discussed in

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the Prospectus. Further, the income tax consequences discussed herein reflect
the Company's understanding of current law and the law may change. Federal
estate and state and local estate, inheritance, and other tax consequences of
ownership or receipt of distributions under the Contract depend on the
individual circumstances of each contract owner or recipient of the
distribution. A competent tax adviser should be consulted for further
information.

OTHER INFORMATION

VOTING RIGHTS

Merrill Lynch Life is the legal owner of all Fund shares held in the Accounts.
As the owner, it has the right to vote on any matter put to vote at the Funds'
shareholder meetings. However, Merrill Lynch Life will vote all Fund 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
subaccounts for which instructions are received. Shares not attributable to
Contracts will also be voted in the same proportion as shares in the respective
subaccounts for which instructions are received. If any federal securities laws
or regulations, or their present interpretation, change to permit Merrill Lynch
Life to vote Fund shares in its own right, it may elect to do so.

Contract owners have voting rights prior to their annuity date. They may give
voting instructions concerning (1) the election of the Funds' Board of
Directors; (2) ratification of the Funds' independent accountant; (3) approval
of the investment advisory agreement for a Fund corresponding to the contract
owner's selected subaccounts; (4) any change in the fundamental investment
policy of a Fund corresponding to the contract owner's selected subaccounts; and
(5) any other matter requiring a vote of the Funds' shareholders. The number of
shares for which a contract owner may give voting instructions prior to the
annuity date is determined by dividing the contract owner's interest in a
subaccount by the net asset value per share of the corresponding Fund. The
number of shares for which contract owners may give voting instructions will be
determined as of a record date chosen by Merrill Lynch Life. The record date
will be no earlier than 90 days prior to the shareholders meeting.

After the annuity date, contract owners no longer have voting rights, since
their contract value has then been moved out of the Funds.

Contract owners will receive periodic reports relating to the Funds in which
they have an interest including proxy material and voting instruction forms.

REPORTS TO CONTRACT OWNERS

At least once each contract year prior to the annuity date, contract owners will
be sent a statement that provides information pertinent to their own Contract.
The statement will outline all Contract transactions during the year, the
Contract's current number of accumulation units, the value of each accumulation
unit, and the total contract value.

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

SELLING THE CONTRACT

Merrill Lynch, Pierce, Fenner & Smith Incorporated 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

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Securities Exchange Act of 1934. It is a member of the National Association of
Securities Dealers, Inc. ("NASD"). Merrill Lynch, Pierce, Fenner & Smith
Incorporated's principal business address is World Financial Center, 250 Vesey
Street, New York, New York 10281.

Contracts are sold by registered representatives (Financial Consultants) of
Merrill Lynch, Pierce, Fenner & Smith Incorporated 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 Merrill Lynch,
Pierce, Fenner & Smith Incorporated and companion sales agreements with the
Merrill Lynch Life Agencies through which agreements the Contracts are sold and
the Financial Consultants are compensated by Merrill Lynch Life Agencies and/or
Merrill Lynch, Pierce, Fenner & Smith Incorporated. The maximum commission paid
to the Financial Consultant is 2.0% of each premium allocated to Separate
Account A. In addition, on the annuity date, the Financial Consultant will
receive compensation of no more than 1.4% of contract value not subject to a
contingent deferred sales charge. Additional annual compensation of no more than
0.50% of contract value may also be paid to the Financial Consultant. Commission
may be paid in the form of non-cash compensation. No commission or annuity date
compensation will be paid on Contracts purchased by employees of Merrill Lynch
Life or its affiliates or Contracts purchased by the employees' spouses or
dependents.

The maximum commission Merrill Lynch Life will pay to the applicable insurance
agency to be used to pay commissions to Financial Consultants is 5.0% of each
premium allocated to Separate Account A.

Merrill Lynch, Pierce, Fenner & Smith Incorporated 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 Merrill
Lynch, Pierce, Fenner & Smith Incorporated registered representatives.

STATE REGULATION

Merrill Lynch Life is subject to the laws of the State of Arkansas and to the
regulations of the Arkansas Insurance Department. It is also subject to the
insurance laws and regulations of all jurisdictions in which it is licensed to
do business.

An annual statement in the prescribed form is filed with the insurance
departments of jurisdictions where Merrill Lynch Life does business disclosing
the Company's operations for the preceding year and its financial condition as
of the end of that year. Insurance department regulation includes periodic
examination to verify Contract liabilities and reserves and to determine
solvency and compliance with all insurance laws and regulations. Merrill Lynch
Life's books and accounts are subject to insurance department review at all
times. A full examination of Merrill Lynch Life's operations is conducted
periodically by the Arkansas Insurance Department and under the auspices of the
National Association of Insurance Commissioners.

LEGAL PROCEEDINGS

There are no legal proceedings to which the Accounts are a party or to which the
assets of the Accounts 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 its total assets.
No litigation relates to the Accounts.

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EXPERTS

The financial statements of Merrill Lynch Life as of December 31, 1993 and 1992
and for each of the three years in the period ended December 31, 1993 and of the
Accounts as of December 31, 1993 and 1992 and each of the periods presented in
the Statement of Additional Information have been audited by Deloitte & Touche,
independent auditors, as stated in their reports appearing therein, 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's principal
business address is 1633 Broadway, New York, New York 10019-6754.

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 laws.

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.

TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

The contents of the Statement of Additional Information for the Contract include
the following:

OTHER INFORMATION
Principal Underwriter
Financial Statements
Administrative Services Arrangements
CALCULATION OF YIELDS AND TOTAL RETURNS
FINANCIAL STATEMENTS OF MERRILL LYNCH LIFE VARIABLE ANNUITY
SEPARATE ACCOUNT A
FINANCIAL STATEMENTS OF MERRILL LYNCH LIFE VARIABLE ANNUITY
SEPARATE ACCOUNT B
FINANCIAL STATEMENTS OF MERRILL LYNCH LIFE INSURANCE COMPANY

37
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
MAY 1, 1994

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, 1994, 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>
TABLE OF CONTENTS

<TABLE>
<S> <C>
OTHER INFORMATION...................................................................... 3
Principal Underwriter.................................................................. 3
Financial Statements................................................................... 3
Administrative Services Arrangements................................................... 3
CALCULATION OF YIELDS AND TOTAL RETURNS................................................ 3
FINANCIAL STATEMENTS OF MERRILL LYNCH LIFE VARIABLE ANNUITY SEPARATE ACCOUNT A......... 8
FINANCIAL STATEMENTS OF MERRILL LYNCH LIFE VARIABLE ANNUITY SEPARATE ACCOUNT B......... 26
FINANCIAL STATEMENTS OF MERRILL LYNCH LIFE INSURANCE COMPANY........................... 32
</TABLE>

2
<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, 1993 and 1992,
Merrill Lynch, Pierce, Fenner & Smith Incorporated received $51,981,943 and
$6,924,611 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, 1993, 1992 and 1991, Merrill Lynch Life
paid administrative services fees of $55.8 million, $63.3 million and $78.3
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 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>

3
<PAGE>
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))365/7 -1

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 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, 1993 was 2.55%. The effective yield for the Reserve
Assets subaccount for the 7-day period ended December 31, 1993 was 1.83%.

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
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 X ((((NI-ES)/(U X UV)) + 1)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>

4
<PAGE>
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, 1993 was:

<TABLE>
<CAPTION>
NAME OF SUBACCOUNT YIELD
- ------------------------------ --------
<S> <C>
Prime Bond 4.05%
High Current Income 6.86%
American Balanced 1.32%
World Income Focus 4.23%
</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.

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, 1993, returns
were:

<TABLE>
<CAPTION>
NAME OF SUBACCOUNT RETURN
- ------------------------------ --------
<S> <C>
Prime Bond 4.41%
High Current Income 10.15%
Quality Equity 6.92%
Equity Growth 10.09%
Flexible Strategy 8.14%
Natural Resources Focus 2.95%
American Balanced 5.86%
Global Strategy Focus 13.29%
</TABLE>

For those subaccounts only in operation since July 1, 1993, returns for the
period from July 1, 1993 until December 31, 1993 were:

<TABLE>
<CAPTION>
NAME OF SUBACCOUNT RETURN
- ------------------------------ --------
<S> <C>
Basic Value Focus 3.52%
World Income Focus -3.12%
Global Equity Focus -1.38%
International Equity Focus 5.02%
</TABLE>

Total returns assume the Contract was surrendered at the end of the period
shown, and are not indicative of performance if the Contract were continued for
a longer period.

5
<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>
COMMENCED
FUND OPERATIONS
- ---------------------------------------------- ----------------------------------------------
<S> <C>
Prime Bond April 20, 1982
High Current Income April 20, 1982
Quality Equity April 20, 1982
Equity Growth April 20, 1982
Flexible Strategy May 1, 1986
Natural Resources Focus June 1, 1988
American Balanced June 1, 1988
Global Strategy Focus February 14, 1992
Basic Value Focus July 1, 1993
World Income Focus July 1, 1993
Global Utility Focus July 1, 1993
International Equity Focus July 1, 1993
International Bond May 1, 1994
Intermediate Government Bond May 1, 1994
Developing Capital Markets Focus May 1, 1994
</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 be for the most recent month-end practicable, considering the type and
media of the communication and will be stated in the communication.

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)1/N)-1
Where:

<TABLE>
<S> <C> <C>
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>

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.

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

6
<PAGE>
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.

INDEPENDENT AUDITORS' REPORT

To the Board of Directors of
Merrill Lynch Life Insurance Company:

We have audited the accompanying statements of net assets of Merrill Lynch Life
Variable Annuity Separate Account B (the "Account") as of December 31, 1993 and
1992 and the related statements of earnings and changes in net assets for the
periods presented. These financial statements are the responsibility of the
management of Merrill Lynch Life Insurance Company. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. Our
procedures included confirmation of mutual fund securities owned at December
31, 1993, by correspondence with the funds' transfer agent. An audit also
includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, such financial statements present fairly, in all material
respects, the financial position of the Account at December 31, 1993 and 1992
and the results of its operations and the changes in its net assets for the
periods presented in conformity with generally accepted accounting principles.

/S/Deloitte & Touche
January 27, 1994
<PAGE>

MERRILL LYNCH LIFE VARIABLE ANNUITY SEPARATE ACCOUNT B
MERRILL LYNCH LIFE INSURANCE COMPANY
STATEMENT OF NET ASSETS AT DECEMBER 31, 1993
======================================================
<TABLE>
<CAPTION>

ASSETS: Market
Cost Shares Value
============== ============== ==============
<S> <C> <C> <C>

Investment in Merrill Lynch Variable Series Funds, Inc.
(Note 1):
Reserve Assets Fund $ 12,245,380 12,245,380 $ 12,245,380

-------------- --------------
TOTAL ASSETS $ 12,245,380 12,245,380
============== --------------

LIABILITIES:
Due to Merrill Lynch Life Insurance Company 1,693
--------------
TOTAL LIABILITIES 1,693
--------------

NET ASSETS $ 12,243,687
==============

Net Assets Allocable to Contracts in Accumulation Period $ 12,243,687
==============

</TABLE>

See Notes to Financial Statements

<PAGE>

MERRILL LYNCH LIFE VARIABLE ANNUITY SEPARATE ACCOUNT B
MERRILL LYNCH LIFE INSURANCE COMPANY
STATEMENT OF NET ASSETS AT DECEMBER 31, 1992
=======================================================
<TABLE>
<CAPTION>

ASSETS: Market
Cost Shares Value
============== ============== ==============
<S> <C> <C> <C>

Investment in Merrill Lynch Variable Series Funds, Inc.
(Note 1):
Reserve Assets Fund $ 3,400,495 3,400,495 $ 3,400,495

-------------- --------------
TOTAL ASSETS $ 3,400,495 3,400,495
============== --------------

LIABILITIES:

TOTAL LIABILITIES 0
--------------

NET ASSETS $ 3,400,495
==============

Net Assets Allocable to Contracts in Accumulation Period $ 3,400,495
==============

</TABLE>

See Notes to Financial Statements
<PAGE>
MERRILL LYNCH LIFE VARIABLE ANNUITY SEPARATE ACCOUNT B
MERRILL LYNCH LIFE INSURANCE COMPANY
STATEMENT OF EARNINGS AND CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1993 AND THE PERIOD JANUARY 15, 1992
(Date of Inception) TO DECEMBER 31, 1992
==================================================================
<TABLE>
<CAPTION>

1993 1992
============== =============
<S> <C> <C>
Reinvested Dividends $ 194,386 $ 40,449

-------------- -------------
Investment Earnings 194,386 40,449

Mortality and Expense Charges (Note 3) (45,112) (9,232)
-------------- -------------

Net Earnings 149,274 31,217

Contract Owner Purchase Payments 12,855,070 3,877,439
Contract Owner Withdrawals (5,960,637) (512,529)
Contract Owner Transfers 1,800,897 0
Contract Administration Charges (1,412) 4,368
-------------- -------------
Increase in Net Assets 8,843,192 3,400,495
Net Assets Beginning Balance 3,400,495 0
-------------- -------------
Net Assets Ending Balance $ 12,243,687 $ 3,400,495
============== =============

Comprised of:
Net Assets Allocable to Contracts in the Accumulation Period $ 12,243,687 $ 3,400,495
============== =============

</TABLE>

================================
Merrill Lynch
Variable Series Funds, Inc.
================================

Reserve Reserve
Assets Assets
Fund Fund
1993 1992
============== =============
<S> <C> <C>

Accumulation Units Allocable to Contracts in
Accumulation Period at December 31, 1,173,856.5 332,729.5

-------------- -------------
Total Units Outstanding at December 31, 1,173,856.5 332,729.5
============== =============

Accumulation Unit Value at December 31, $ 10.43 $ 10.22
============== =============

</TABLE>
See Notes to Financial Statements
<PAGE>
MERRILL LYNCH LIFE VARIABLE ANNUITY SEPARATE ACCOUNT B
MERRILL LYNCH LIFE INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1993
===============================================================================

1. Merrill Lynch Life Variable Annuity Separate Account B ("Separate Account
B"), a separate account of Merrill Lynch Life Insurance Company ("Merrill Lynch
Life") was established by a Board of Directors resolution on August 6, 1991 in
conformity with Arkansas State Insurance Law. Separate Account B is registered
as a unit investment trust under the Investment Company Act of 1940 and
consists of one investment division. The division invests in the securities of
the Reserve Assets Fund portfolio of the Merrill Lynch Variable Series Funds,
Inc. ("Series Fund"). This portfolio of the Series Fund seeks preservation of
capital, liquidity, and the highest possible current income consistent with the
foregoing objectives by investing in short-term money market securities. The
Series Fund receives investment advice from Merrill Lynch Asset Management,
L.P. for a fee calculated at an effective annual rate of .50% on the first $500
million of net assets of the mutual fund portfolio with decreasing rates on
increments of net assets above that amount.

Separate Account B was formed by Merrill Lynch Life, an indirect wholly-owned
subsidiary of Merrill Lynch & Co., Inc. ("Merrill") under Arkansas Insurance
Law to support Merrill Lynch Life's operations respecting certain variable
annuity contracts ("Contracts"). The assets of Separate Account B are the
property of Merrill Lynch Life. The portion of Separate Account B's assets
applicable to the Contracts are not chargeable with liabilities arising out of
any other business Merrill Lynch Life may conduct. The change in net assets
maintained in Separate Account B provides the basis for the periodic
determination of the amount of increased or decreased benefits under the
Contracts. The net assets may not be less than the amount required under
Arkansas State Insurance Law to provide for death benefits (without regard to
the minimum death benefit guarantee) and other Contract benefits.

2. The significant accounting policies of Separate Account B are as follows:
Investments in the divisions are included in the statement of net assets at the
net asset value of the Series Fund shares held. Dividend income is
recognized on the ex-dividend date. All dividends are automatically reinvested.
The operations of Separate Account B are included in the Federal income tax
return of Merrill Lynch Life. Under the provisions of the Contracts, Merrill
Lynch Life has the right to charge Separate Account B for any Federal income
tax attributable to Separate Account B. No charge is currently being made
against Separate Account B for such tax since, under current tax law, Merrill
Lynch Life pays no tax on investment income and capital gains reflected in
variable annuity contract reserves. However, Merrill Lynch Life retains the
right to charge for any Federal income tax incurred which is attributable to
Separate Account B if the law is changed. Charges for state and local taxes,
if any, attributable to Separate Account B may also be made.
<PAGE>

3. Merrill Lynch Life assumes mortality and expense risks related to Separate
Account B and deducts a daily charge at a rate of .65% (on an annual basis) of
the net assets of Separate Account B to cover these risks. Premium taxes
payable to any government entity will be deducted at the annuitization date.
However, in those states that do not allow an insurance company to reduce its
current taxable premium income by the amount of any withdrawal, surrender, or
death benefit paid, Merrill Lynch Life deducts a charge for taxes on any
withdrawal, surrender or death benefit effected under the contract. Merrill
Lynch Life deducts a Contract Maintenance Charge of $40 for each Contract on
each Contract's anniversary that occurs on or prior to the annuity date. It is
also deducted when the Contract is surrendered if it is surrendered on any date
other than a contract anniversary date. The Contract Maintenance Charge is
borne by Contract owners by canceling accumulation units with a value equal to
the charge. This charge is waived on all Contracts with a Contract value equal
to or greater than $50,000 on the date the charge would otherwise be deducted.

<PAGE>

INDEPENDENT AUDITORS' REPORT

The Board of Directors of
Merrill Lynch Life Insurance Company:

We have audited the accompanying balance sheets of Merrill Lynch
Life Insurance Company (the "Company"), a wholly-owned subsidiary
of Merrill Lynch Insurance Group, Inc., as of December 31, 1993
and 1992, and the related statements of earnings, stockholder's
equity, and cash flows for each of the three years in the period
ended December 31, 1993. These financial statements are the
responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provides a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all
material respects, the financial position of the Company at
December 31, 1993 and 1992, and the results of its operations and
its cash flows for each of the three years in the period ended
December 31, 1993 in conformity with generally accepted
accounting principles.

As discussed in Note 1 to the financial statements, in 1993 the
Company changed its method of accounting for certain investments
in debt and equity securities to conform with Statement of
Financial Accounting Standards No. 115.

/s/Deloitte & Touche

February 28, 1994

<PAGE>
MERRILL LYNCH LIFE INSURANCE COMPANY
(A wholly-owned subsidiary of Merrill Lynch Insurance Group, Inc.)
- ------------------------------------------------------------------
BALANCE SHEETS
AS OF DECEMBER 31, 1993 AND 1992
(Dollars in Thousands)
==============================================================================
<TABLE>
<CAPTION>

ASSETS 1993 1992
- ------ ---- ----

<S> <C> <C>
INVESTMENTS:
Fixed maturity securities available for sale, at estimated fair value
(amortized cost: 1993 - $5,369,236; 1992 - $334,638) $ 5,597,359 $ 335,916
Fixed maturity securities held for trading, at estimated fair value
(amortized cost: 1993 - $140,635) 144,035 0
Fixed maturity securities to be held to maturity, at amortized cost
(estimated fair value: 1992 - $6,713,831) 0 6,449,981
Equity securities available for sale, at estimated fair value
(cost: 1993 - $24,424; 1992 - $31,598) 24,970 33,186
Equity securities held for trading, at estimated fair value
(cost 1993 - $19,694) 20,585 0
Mortgage loans on real estate 191,214 264,966
Real estate available for sale
(accumulated depreciation: 1993 - $850; 1992 - $321) 29,761 12,847
Policy loans on insurance contracts 924,579 834,461
------------- -------------
Total Investments 6,932,503 7,931,357

CASH AND CASH EQUIVALENTS 122,218 172,124
ACCRUED INVESTMENT INCOME 120,337 138,797
DEFERRED POLICY ACQUISITION COSTS 318,903 373,214
FEDERAL INCOME TAXES - DEFERRED 16,878 19,982
REINSURANCE RECEIVABLES 1,190 856
RECEIVABLES FROM AFFILIATES - NET 789 0
OTHER ASSETS 21,481 19,864
SEPARATE ACCOUNTS ASSETS 4,715,278 3,127,767
------------- -------------

TOTAL ASSETS $ 12,249,577 $ 11,783,961
============= =============
</TABLE>

See notes to financial statements.
<PAGE>

<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDER'S EQUITY 1993 1992
- ------------------------------------ ---- ----

LIABILITIES:
<S> <C> <C>
POLICY LIABILITIES AND ACCRUALS:
Policyholders' account balances $ 6,691,811 $ 7,804,447
Claims and claims settlement expenses 20,295 7,565
------------- -------------
Total policy liabilities and accruals 6,712,106 7,812,012

OTHER POLICYHOLDER FUNDS 28,768 14,637
LIABILITY FOR GUARANTY FUND ASSESSMENTS 28,083 27,104
OTHER LIABILITIES 68,165 16,790
FEDERAL INCOME TAXES - CURRENT 10,122 30,010
PAYABLE TO AFFILIATES - NET 0 2,638
SEPARATE ACCOUNTS LIABILITIES 4,715,278 3,118,296
------------- -------------
Total Liabilities 11,562,522 11,021,487
------------- -------------

STOCKHOLDER'S EQUITY:
Common stock, $10 par value - 200,000 shares
authorized, issued and outstanding 2,000 2,000
Additional paid-in capital 637,590 654,717
Retained earnings 47,860 102,873
Net unrealized investment gain (loss) (395) 2,884
------------- -------------
Total Stockholder's Equity 687,055 762,474
------------- -------------

TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ 12,249,577 $ 11,783,961
============= =============
</TABLE>
<PAGE>
MERRILL LYNCH LIFE INSURANCE COMPANY
(A wholly-owned subsidiary of Merrill Lynch Insurance Group, Inc.)
- ------------------------------------------------------------------
STATEMENTS OF EARNINGS
FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
(Dollars in Thousands)
==============================================================================
<TABLE>
<CAPTION>
1993 1992 1991
---- ---- ----

<S> <C> <C> <C>
REVENUES:
Investment revenue:
Net investment income $ 586,461 $ 712,739 $ 787,603
Net realized investment gains (losses) 63,052 (29,639) (21,957)
Policy charge revenue 95,684 81,653 82,745
----------- ----------- -----------
Total Revenues 745,197 764,753 848,391
----------- ----------- -----------

BENEFITS AND EXPENSES:
Interest credited to policyholders' account
balances 454,671 546,979 638,984
Market value adjustment expense 30,816 6,229 1,198
Policy benefits (reinsurance recoveries: 1993 - $6,004;
1992 - $5,555; 1991 - $6,328) 17,030 12,066 9,537
Reinsurance premium ceded 12,665 12,457 12,765
Amortization of deferred policy acquisition costs 109,456 88,795 93,391
Insurance expenses and taxes 47,784 72,560 78,448
----------- ----------- -----------
Total Benefits and Expenses 672,422 739,086 834,323
----------- ----------- -----------

Earnings Before Federal Income
Tax Provision 72,775 25,667 14,068
----------- ----------- -----------
FEDERAL INCOME TAX PROVISION (BENEFIT):
Current 20,112 28,549 42,919
Deferred 4,803 (19,913) (40,459)
----------- ----------- -----------

Total Federal Income Tax Provision 24,915 8,636 2,460
----------- ----------- -----------

NET EARNINGS $ 47,860 $ 17,031 $ 11,608
=========== =========== ===========
</TABLE>

Capital contribution 82,396 82,396
Net earnings 11,608 11,608
Net unrealized investment loss (1,142) (1,142)

BALANCE, DECEMBER 31, 1991 2,000 654,717 85,842 (1,245) 741,314

Net earnings 17,031 17,031
Net unrealized investment gain 4,129 4,129
-------- ----------- ---------- ----------- -------------
BALANCE, DECEMBER 31, 1992 2,000 654,717 102,873 2,884 762,474

Dividend to Parent (17,127) (102,873) (120,000)
Net earnings 47,860 47,860
Net unrealized investment loss (1) (3,279) (3,279)
-------- ----------- ---------- ----------- -------------
BALANCE, DECEMBER 31, 1993 $ 2,000 $ 637,590 $ 47,860 $ ( 395) $ 687,055
======== =========== ========== =========== =============

</TABLE>

(1) Asset gains less adjustment of policyholders' account balances
and deferred policy acquisition costs (See Note 1).

See notes to financial statements.
<PAGE>
MERRILL LYNCH LIFE INSURANCE COMPANY
(A wholly-owned subsidiary of Merrill Lynch Insurance Group, Inc.)
- ------------------------------------------------------------------
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
(Dollars in Thousands)
==============================================================================
<TABLE>
<CAPTION>
1993 1992 1991
---- ---- ----
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net earnings $ 47,860 $ 17,031 $ 11,608
Adjustments to reconcile net earnings to net
cash and cash equivalents provided (used)
by operating activities:
Amortization of deferred policy acquisition
costs 109,456 88,795 93,391
Capitalization of policy acquisition costs (91,189) (39,146) (149,440)
Depreciation and amortization 1,142 (16,033) (25,417)
Net realized investment (gains) losses (63,052) 29,639 21,957
Interest credited to policyholders' account balances 454,671 546,979 638,984
Provision for deferred Federal
income tax 4,803 (19,913) (40,459)
Cash and cash equivalents provided (used) by
changes in operating assets and liabilities:
Accrued investment income 18,460 6,018 (9,271)
Policy liabilities and accruals 12,730 7,775 101,521
Federal income taxes - current (19,888) 14,955 44,782
Other policyholder funds 14,131 12,826 (25,035)
Liability for guaranty fund assessments 979 16,439 10,665
Payable to Family Life Insurance Company 0 0 (28,224)
Policy loans (90,118) (126,925) (88,362)
Investment trading securities (145,972) 0 0
Other, net 49,425 (26,296) (30,343)
------------ ------------- -------------
Net cash and cash equivalents provided
by operating activities 303,438 512,144 526,357
------------ ------------- -------------
</TABLE>

(Continued)

<PAGE>

MERRILL LYNCH LIFE INSURANCE COMPANY
(a wholly-owned subsidiary of Merrill Lynch Insurance Group, Inc.)
- ------------------------------------------------------------------
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
(Concluded) (Dollars In Thousands)
==============================================================================
<TABLE>
<CAPTION>
1993 1992 1991
---- ---- ----
<S> <C> <C> <C>
INVESTING ACTIVITIES:
Fixed maturity securities sold 571,337 1,281,705 4,005,959
Fixed maturity securities matured 2,776,992 2,206,447 746,273
Fixed maturity securities purchased (1,866,857) (2,806,416) (5,142,471)
Equity securities available for sale purchased (8,983) (17,843) (67,348)
Equity securities available for sale sold 6,451 44,188 20,768
Mortgage loans on real estate principal payments received 35,561 8,548 5,977
Mortgage loans on real estate acquired (674) (853) (740)
Real estate available for sale purchased 0 (340) (22,706)
Real estate available for sale sold 7,408 178 25,000
Interest rate swaps sold 0 2,302 0
Recapture of investment in Separate Accounts 29,389 0 0
Investment in Separate Accounts (20,000) (3,841) 0
------------ ------------- -------------
Net cash and cash equivalents provided (used)
by investing activities 1,530,624 714,075 (429,288)
------------ ------------- -------------

FINANCING ACTIVITIES:
Paid-in capital from parent 0 0 82,396
Dividend paid to parent (120,000) 0 0
Affiliated notes payable (3,427) (83,200) 18,794
Policyholders' account balances:
Deposits 814,314 217,410 436,564
Withdrawals (net of transfers to Separate Accounts) (2,574,854) (1,338,034) (772,811)
Net cash and cash equivalents used ------------ ------------- -------------
by financing activities (1,883,967) (1,203,824) (235,057)
------------ ------------- -------------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS (49,906) 22,395 (137,988)

CASH AND CASH EQUIVALENTS
Beginning of year 172,124 149,729 287,717
------------ ------------- -------------

End of year $ 122,218 $ 172,124 $ 149,729
============ ============= =============
</TABLE>

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

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Reporting: Merrill Lynch Life Insurance Company (the
"Company") is a wholly-owned subsidiary of Merrill Lynch
Insurance Group, Inc. ("MLIG"). The Company is an indirect
wholly-owned subsidiary of Merrill Lynch & Co., Inc. ("Merrill
Lynch & Co.").

The Company sells life insurance and annuity products which
comprise one business segment. The primary products that the
Company currently markets are immediate annuities, market value
adjusted annuities, variable life insurance and variable
annuities. The Company is currently licensed to sell insurance
in forty-nine states, the District of Columbia, the U.S. Virgin
Islands and Guam. The Company markets its products solely
through the Merrill Lynch & Co. retail network.

On June 12, 1991, the Company's former parent, Family Life
Insurance Company ("Family Life"), was sold to a non-affiliated
entity. Immediately prior to this sale, Family Life, through a
dividend, transferred its 100% ownership interest in the
Company to its parent MLIG. (See Note 8).

On October 1, 1991, Tandem Insurance Group, Inc. ("Tandem"), a
wholly-owned subsidiary of MLIG, was merged with and into the
Company. This merger has been accounted for as a combination
of entities under common control. The assets, liabilities,
stockholder's equity, earnings and cash flows as presented in
these financial statements are reported on a combined
historical basis for all periods presented.

The accompanying financial statements have been prepared in
conformity with generally accepted accounting principles for
stock life insurance companies.

Revenue Recognition: Revenues for the Company's interest
sensitive life, interest sensitive annuity, variable life and
variable annuity products consist of policy charges for the
cost of insurance, deferred sales charges, policy
administration charges and/or withdrawal charges assessed
against policyholder account balances during the period.

Policyholders' Account Balances: Liabilities for the Company's
universal life type contracts, including its life insurance and
annuity products, are equal to the full accumulation value of
such contracts as of the valuation date plus deficiency
reserves for certain products. Interest crediting rates for the
Company's fixed rate products are as follows:

Interest sensitive life products 4.0% - 8.8%
Interest sensitive deferred annuities 2.4% - 9.0%
Immediate annuities 4.0% - 10.0%

These rates may be changed at the option of the Company,
subject to minimum guarantees, after initial guaranteed rates
expire.

Liabilities for unpaid claims equal the death benefit for those
claims which have been reported to the Company and an estimate
based upon prior experience for those claims which are
unreported as of the valuation date.
<PAGE>

Reinsurance: Effective during 1992, the Company adopted
Statement of Financial Accounting Standards ("SFAS") No. 113
"Accounting and Reporting for Reinsurance of Short-Duration and
Long-Duration Contracts" ("SFAS No. 113"), which requires that
reinsurance receivables and prepaid reinsurance premium ceded
be reported as assets. SFAS No. 113 eliminates the practice by
insurance enterprises of reporting assets and liabilities
relating to reinsured contracts net of the effects of
reinsurance. The impact of adopting SFAS No. 113 was not
material.

In the normal course of business, the Company seeks to limit
its exposure to loss on any single insured life and to recover
a portion of benefits paid by ceding reinsurance to other
insurance enterprises or reinsurers under indemnity reinsurance
agreements, primarily excess coverage and coinsurance
agreements. On life insurance contracts which the Company is
currently marketing, the maximum amount of mortality risk
retained by the Company is $500,000 on a single life.

Indemnity reinsurance agreements do not relieve the Company
from its obligations to policyholders. Failure of reinsurers
to honor their obligations could result in losses to the
Company. The Company regularly evaluates the financial
condition of its reinsurers so as to minimize its exposure to
significant losses from reinsurer insolvencies. The Company
holds collateral under reinsurance agreements in the form of
letters of credit and funds withheld totaling $1,024,000 that
can be drawn upon for delinquent reinsurance recoverables.

As of December 31, 1993, the Company had life insurance in-
force which was ceded to other life insurance companies of
$2,005,191,000.

Deferred Policy Acquisition Costs: Policy acquisition costs
for life and annuity contracts are deferred and amortized based
on the estimated future gross profits for each group of
contracts. These future gross profit estimates are subject to
periodic evaluation by the Company, with necessary revisions
applied against amortization to date.

Policy acquisition costs are principally commissions and a
portion of certain other expenses relating to policy
acquisition, underwriting and issuance, which are primarily
related to and vary with the production of new business.
Certain costs and expenses reported in the statements of
earnings are net of amounts deferred. Policy acquisition costs
can also arise from the acquisition or reinsurance of existing
in-force policies from other insurers. These costs include
ceding commissions and professional fees related to the
reinsurance assumed.

Included in deferred policy acquisition costs are those costs
related to the acquisition by assumption reinsurance of
insurance contracts from unaffiliated insurers. The deferred
costs will be amortized in proportion to the future gross
profits over the anticipated life of the acquired insurance
contracts utilizing an interest methodology.

In December 1990, the Company entered into an assumption
reinsurance agreement with a non-affiliated insurer (See Note
6). The acquisition costs relating to this agreement are being
amortized over a twenty-year period using an effective interest
rate of 9.01%. This reinsurance agreement provides for payment
of contingent ceding commissions based upon the persistency and
mortality experience of the insurance contracts assumed. Any
payments made for the contingent ceding commissions will be
capitalized and amortized using an identical methodology as
that used for the initial acquisition costs. The following is
a reconciliation of the acquisition costs for the reinsurance
transaction for the three years ended December 31,:
<PAGE>
<TABLE>
<CAPTION>
1993 1992 1991
---- ---- ----
(In Thousands)
<S> <C> <C> <C>
Beginning balance $ 150,450 $ 160,235 $ 24,294
Capitalized amounts 6,987 6,060 156,641
Interest accrued 13,136 15,401 14,071
Amortization (30,926) (31,246) (34,771)
---------- ---------- ----------
Ending balance $ 139,647 $ 150,450 $ 160,235
========== ========== ==========
</TABLE>

The following table presents the expected amortization of these
deferred acquisition costs over the next five years. The
amortization may be adjusted based on periodic evaluation of
the expected gross profits on the reinsured policies.

1994 $18,732,000
1995 17,840,000
1996 16,056,000
1997 12,488,000
1998 8,925,000

Investments: Effective December 31, 1993, the Company has
adopted SFAS No. 115 "Accounting for Certain Investments in
Debt and Equity Securities" ("SFAS No. 115"). In compliance
with SFAS No. 115, the Company classified its investments in
fixed maturity securities and equity securities in two
categories, each separately identified:

Available for sale securities include both fixed maturity
and equity securities. These securities may be sold for the
Company's general liquidity needs, asset/liability
management strategy, credit dispositions and investment
opportunities. These securities are carried at estimated
fair value with unrealized gains and losses included in
stockholder's equity (net of tax). If a decline in value of
a security is determined by management to be other than
temporary, the carrying value is adjusted to the estimated
fair value at the date of this determination and recorded
in the net realized investment gains (losses) caption of
the statement of earnings.

Trading securities represent securities that are managed
with an investment objective to maximize total return
subject to the Company's quality guidelines. Investments in
this portfolio will consist primarily of marketable fixed
maturity and equity investments. These securities are
carried at estimated fair value with unrealized gains and
losses included in the statement of earnings. The debt and
equity securities classified as trading securities as of
December 31, 1993 were acquired in 1993 and immediately
classified as trading securities in compliance with SFAS
No. 60 "Accounting and Reporting by Insurance Enterprises",
prior to the adoption of SFAS No. 115.

SFAS No. 115 allows fixed maturity securities to be carried at
amortized cost if the Company has both the ability and positive
intent to hold these securities to maturity. The Company has
determined that it can not guarantee that it will not have the
need or opportunity to sell any particular security in its
investment holdings. As such, the Company did not utilize this
classification as of December 31, 1993.

In compliance with a recent Securities and Exchange Commissions
("SEC") staff announcement, the Company has recorded certain
adjustments to deferred policy acquisition costs and
policyholders' account balances in conjunction with its
adoption of SFAS No. 115. The SEC requires that companies
adjust those assets and liabilities that would have been
adjusted had the unrealized investment gains or losses from
securities classified as available for sale actually been
realized with corresponding credits or charges reported
directly to shareholder's equity. Accordingly, deferred policy
acquisition costs have
<PAGE>
been decreased by $36,044,000 and
policyholders' account balances have been increased by
$193,233,000 as of December 31, 1993.

As of December 31, 1992, the Company classified its investments
in fixed maturity securities as either "to be held to maturity"
or "available for sale." Fixed maturity securities to be held
to maturity are stated in the balance sheets at amortized cost.
Fixed maturity securities available for sale are stated at
estimated fair value. The net unrealized gain and loss on these
securities are reflected as a component of stockholder's
equity.

For fixed maturity securities, premiums are amortized to the
earlier of the call or maturity date, discounts are accrued to
the maturity date and interest income is accrued daily.
Realized gains and losses on the sale or maturity of the
investments are determined on the basis of identified cost.

Fixed maturity securities may contain securities which are
considered high yield. The Company defines high yield fixed
maturity securities as unsecured corporate debt obligations
which do not have a rating equivalent to Standard and Poor's
(or similar rating agency) BBB or higher, and are not
guaranteed by an agency of the federal government. Probable
losses are recognized in the period that a decline in value is
determined to be other than temporary.

Mortgage loans on real estate are stated at unpaid principal
balances net of valuation allowances. Such valuation allowances
are based on the decline in value expected by management to be
realized on in-substance foreclosures of mortgage loans and on
mortgage loans which management believes may not be collectible
in full. In establishing valuation allowances management
considers, among other things, the estimated fair value of the
underlying collateral.

The Company has previously made mortgage loans collateralized
by real estate and direct investments in real estate. The
return on and the ultimate recovery of these loans and
investments are generally dependent on the successful
operation, sale or refinancing of the real estate. In many
parts of the country, current real estate markets are
characterized by above-normal vacancy rates, a lack of ready
sources of credit for real estate financing, reduced or
declining real estate values, and similar factors.

The Company employs a system to monitor the effects of current
and expected real estate market conditions and other factors
when assessing the collectability of mortgage loans and the
recoverability of the Company's real estate investments. When,
in management's judgment, these assets are impaired,
appropriate losses are recorded. Such estimates necessarily
include assumptions, which may include anticipated improvements
in selected market conditions for real estate, which may or may
not occur. The more significant assumptions management
considers involve estimates of the following: lease, absorption
and sales rate; real estate values and rates of return;
operating expenses; required capital improvements; inflation;
and sufficiency of any collateral independent of the real
estate.

Resulting from the Company's management and valuation of its
mortgage loans on real estate, management believes that the
carrying value approximates the fair value of these
investments.

During 1993 the Financial Accounting Standards Board issued
SFAS No. 114 "Accounting by Creditors for Impairment of a Loan"
("SFAS No. 114"). SFAS No. 114 requires that for impaired
loans, the impairment shall be measured based on the present
value of expected future cash flows discounted at the loan's
effective interest rate or the fair value of the collateral.
Impairments of mortgage loans on real estate are established as
valuation allowances and recorded to net realized investment
gains (losses). SFAS No. 114 must be adopted for fiscal years
beginning after December 15, 1994. The Company has decided
not to early adopt this statement. The Company estimates
that the impact on both financial position and earnings
from adopting SFAS No. 114 would be immaterial.

Real estate available for sale, including real estate acquired
in satisfaction of debt subsequent to its acquisition date, is
stated at depreciated cost less valuation allowances and
estimated selling costs.
<PAGE>
Depreciation is computed using the
straight-line method over the estimated useful lives of the
properties, which generally is 40 years.

Policy loans on insurance contracts are stated at unpaid
principal balances. The Company estimates the fair market value
of policy loans as equal to the book value of the loans.
Policy loans are fully collateralized by the account value of
the associated insurance contracts, and the spread between the
policy loan interest rate and the interest rate credited to the
account value held as collateral is fixed.

Fair Value of Financial Instruments: Beginning in 1992, the
Company adopted SFAS No. 107, "Disclosures about Fair Value of
Financial Instruments", which requires companies to report the
fair value of financial instruments, for certain assets and
liabilities both on and off - balance sheet.

Federal Income Taxes: The results of the operations of the
Company are included in the consolidated Federal income tax
return of Merrill Lynch & Co.. The Company has entered into a
tax-sharing agreement with Merrill Lynch & Co. whereby the
Company will calculate its current tax provision based on its
operations. Under the agreement, the Company periodically
remits to Merrill Lynch & Co. its current federal tax
liability.

Effective the first quarter 1992, the Company adopted SFAS No.
109, "Accounting for Income Taxes" ("SFAS No. 109") which
requires an asset and liability method in recording income
taxes on all transactions that have been recognized in the
financial statements. SFAS No. 109 provides that deferred
taxes be adjusted to reflect tax rates at which future tax
liabilities or assets are expected to be settled or realized.
Previously, the Company accounted for income taxes in
accordance with SFAS No. 96, "Accounting for Income Taxes."
The effect of adopting SFAS No. 109 was not material.

Separate Accounts: The Separate Accounts are established in
conformity with Arkansas insurance law, the Company's
domiciliary state, and under such law, if and to the extent
provided under the applicable insurance contracts, assets held
in the Separate Accounts equal to the reserves and other
contract liabilities with respect to the Separate Accounts may
not be chargeable with liabilities that arise from any other
business of the Company. Separate Accounts assets may be
subject to General Account claims only to the extent the value
of such assets exceeds the Separate Accounts liabilities.

Assets and liabilities of the Separate Accounts, representing
net deposits and accumulated net investment earnings less fees,
held for the benefit of policyholders, are shown as separate
captions in the balance sheets. Assets held in the Separate
Accounts are carried at quoted market values.

The carrying value for Separate Accounts assets and liabilities
approximates the estimated fair value of the underlying assets.

Postretirement Benefits Other Than Pensions: During the fourth
quarter 1992, the Company adopted SFAS No. 106, "Employer's
Accounting for Postretirement Benefits Other Than Pensions"
("SFAS No. 106"). SFAS No. 106 requires the accrual of
postretirement benefits (such as health care benefits) during
the years an employee provides service. Prior to 1992, the
cost of these benefits were expensed on a modified pay-as-you-go
basis when such cost was allocated from MLIG as a component of
the Company's operating expenses. The effect of adopting SFAS
No. 106 was not material.

Statements of Cash Flows: For the purpose of reporting cash
flows, cash and cash equivalents include cash on hand and on
deposit and short-term investments with original maturities of
three months or less.

The carrying amounts approximate the estimated fair value of
cash and cash equivalents.

Reclassifications: To facilitate comparisons with the current
year, certain amounts in the prior years have been
reclassified.
<PAGE>
NOTE 2. INVESTMENTS

The amortized cost (original cost for equity securities) less
valuation allowances and estimated fair value of investments in
fixed maturity securities and equity securities as of December
31 are:

<TABLE>
<CAPTION>
1993
----
Amortized
Cost less Gross Gross Estimated
Valuation Unrealized Unrealized Fair
Allowances Gains Losses Value
------------ ------------ ------------ ------------
(In Thousands)
<S> <C> <C> <C> <C>
Fixed maturity securities available for sale:
Corporate securities $ 3,181,667 $ 159,233 $ 18,440 $ 3,322,460
Mortgage-backed securities 2,015,328 79,645 3,998 2,090,975
U.S. Treasury securitiesand obligations of
U.S. government corporations and
agencies 159,329 10,887 126 170,090
Obligations of states and political
subdivisions 12,912 922 0 13,834
------------ ------------ ------------ ------------
Total fixed maturity securities available
for sale $ 5,369,236 $ 250,687 $ 22,564 $ 5,597,359
============ ============ ============ ============

Equity securities available for sale:
Common stocks $ 4,481 $ 577 $ 657 $ 4,401
Non-redeemable preferred stocks 19,943 757 131 20,569
------------ ------------ ------------ ------------
Total equity securities available for sale $ 24,424 $ 1,334 $ 788 $ 24,970
============ ============ ============ ============
</TABLE>

<TABLE>
<CAPTION>
1992
----
Amortized
Cost less Gross Gross Estimated
Valuation Unrealized Unrealized Fair
Allowances Gains Losses Value
------------ ------------ ------------ ------------
(In Thousands)
<S> <C> <C> <C> <C>
Fixed maturity securities to be held to
maturity:
Corporate securities $ 3,052,333 $ 134,016 $ 7,721 $ 3,178,628
Mortgage-backed securities 3,292,132 141,387 5,215 3,428,304
U.S. Treasury securities and obligations of
U.S. government corporations and
agencies 97,976 1,798 1,396 98,378
Obligations of states and political
subdivisions 7,540 981 0 8,521
------------ ------------ ------------ ------------
Total fixed maturity securities to be
held to maturity $6,449,981 $ 278,182 $ 14,332 $ 6,713,831
============ ============ ============ ============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
1992
----
Amortized
Cost less Gross Gross Estimated
Valuation Unrealized Unrealized Fair
Allowances Gains Losses Value
------------ ------------ ------------ ------------
(In Thousands)
<S> <C> <C> <C> <C>
Fixed maturity securities available for sale:
Corporate securities $ 134,675 $ 6,648 $ 938 $ 140,385
Mortgage-backed securities 117,248 3,316 8,337 112,227
U.S. Treasury securities and obligations of
U.S. government corporations and
agencies 74,109 916 560 74,465
Obligations of states and political
subdivisions 8,606 233 0 8,839
------------ ------------ ------------ ------------
Total fixed maturity securities
available for sale $ 334,638 $ 11,113 $ 9,835 $ 335,916
============ ============ ============ ============

Equity securities available for sale:
Common stocks $ 12,980 $ 762 $ 0 $ 13,742
Non-redeemable preferred stocks 18,618 826 0 19,444
------------ ------------ ------------ ------------
Total equity securities available for sale $ 31,598 $ 1,588 $ 0 $ 33,186
============ ============ ============ ============
</TABLE>

For publicly traded securities, the estimated fair value is
determined using quoted market prices. For securities without
a readily ascertainable market value, the Company has
determined an estimated fair value using a discounted cash flow
approach, including provision for credit risk, based upon the
assumption that such securities will be held to maturity. Such
estimated fair values do not necessarily represent the values
for which these securities could have been sold at the dates of
the balance sheets. At December 31, 1993 and 1992,
respectively, securities without a readily ascertainable market
value, having an amortized cost less valuation allowances of
approximately $773,965,000 and $992,340,000, had an estimated
fair value of approximately $819,866,000 and $1,064,915,000,
respectively.

The amortized cost less valuation allowances and estimated fair
value of fixed maturity securities available for sale at
December 31, 1993 by contractual maturity are shown below:

<TABLE>
<CAPTION>
Amortized
Cost less Estimated
Valuation Fair
Allowances Value
------------ ------------
(In Thousands)
<S> <C> <C>
Fixed maturity securities available for sale:
Due in one year or less $ 293,809 $ 299,884
Due after one year through five years 1,162,162 1,207,307
Due after five years through ten years 1,499,057 1,585,524
Due after ten years 398,880 413,669
------------ ------------
3,353,908 3,506,384
Mortgage-backed securities 2,015,328 2,090,975
------------ ------------
Total fixed maturity securities
available for sale $ 5,369,236 $ 5,597,359
============ ============
</TABLE>
<PAGE>

Fixed maturity securities not due at a single maturity date
have been included in the preceding table in the year of final
maturity. Expected maturities will differ from contractual
maturities because borrowers may have the right to call or
prepay obligations with or without call or prepayment
penalties.

The Company's investment in mortgage loans on real estate
consists principally of loans collateralized by commercial real
estate. The largest concentrations of commercial real estate
mortgage loans are for properties located in California
($53,795,000 or 24%), Illinois ($28,294,000 or 13%) and
Pennsylvania ($27,558,000 or 12%).

For the years ended December 31, 1993 and 1992, $29,555,000 and
$3,126,000, respectively, of real estate was acquired in
satisfaction of debt.

Net investment income arose from the following sources for the
years ended December 31,:

<TABLE>
<CAPTION>
1993 1992 1991
---- ---- ----
(In Thousands)
<S> <C> <C> <C>
Fixed maturity securities $ 511,655 $ 652,136 $ 715,102
Equity securities 4,143 4,813 2,852
Mortgage loans on real estate 20,342 25,954 32,827
Real estate available for sale 32 1,004 310
Policy loans on insurance contracts 46,129 40,843 34,366
Other 11,135 5,924 13,015
------------ ------------ ------------
Gross investment income 593,436 730,674 798,472
Less expenses (6,975) (17,935) (10,869)
------------ ------------ ------------

Net investment income $ 586,461 $ 712,739 $ 787,603
============ ============ ============
</TABLE>

Net realized investment gains (losses), including changes in
valuation allowances, determined by specific identification for
the years ended December 31,:

<TABLE>
<CAPTION>
1993 1992 1991
---- ---- ----
(In Thousands)
<S> <C> <C> <C>
Fixed maturity securities available for sale $ 67,473 $ 15,907 $ (12,689)
Fixed maturity securities held for trading 5,562 0 0
Equity securities available for sale 22 (3,051) (804)
Equity securities held for trading 2,587 0 0
Mortgage loans on real estate (9,310) (42,997) (12,913)
Real estate available for sale (4,733) (1,800) 3,224
Other 1,451 2,302 1,225
------------ ------------ ------------

Net realized investment gains (losses) $ 63,052 $ (29,639) $ (21,957)
============ ============ ============
</TABLE>
<PAGE>
Valuation allowances have been established to reflect other than
temporary declines in estimated fair value of the following
classification of investments as of December 31,:

<TABLE>
<CAPTION>
1993 1992
---- ----
(In Thousands)
<S> <C> <C>
Fixed maturity securities to be held to maturity $ 0 $ 19,711
Fixed maturity securities available for sale 850 0
Equity securities available for sale 0 210
Mortgage loans on real estate 45,924 55,610
Real estate available for sale 20,797 5,600
------------ ------------

$ 67,571 $ 81,131
============ ============
</TABLE>

Proceeds, gains and losses from the sale or maturity of fixed
maturity securities available for sale and held to maturity for
the years ended December 31,:

<TABLE>
<CAPTION>
1993 1992 1991
---- ---- ----
(In Thousands)
<S> <C> <C> <C>
Proceeds $ 3,348,329 $ 3,488,152 $ 4,752,232
Realized investment gains 71,599 51,925 88,230
Realized investment losses 4,126 25,732 91,745
</TABLE>

Approximately $4,291,000 of unrealized holding gains from
investment trading securities were recorded in net realized
investment gains during 1993.

The Company held investments at December 31, 1993 of
$22,672,000 which have been non-income producing for the
preceding twelve months.

The Company had investment securities of $28,702,000 and
$19,030,000 held on deposit with insurance regulatory
authorities at December 31, 1993 and 1992, respectively.

At December 31, 1992, the Company retained $9,741,000 in the
Separate Accounts, including unrealized gains of $1,504,000.
The investments in the Separate Accounts were for the purpose
of providing original funding of certain mutual funds available
as investment options to variable life and annuity
policyholders. No funds were retained in the Separate Accounts
at December 31, 1993.

The Company has restructured the terms of certain of its
investments in fixed maturity securities and mortgage loans on
real estate during 1993 and 1992. The following table provides
the amortized cost less valuation allowances immediately prior
to restructuring, gross interest income that would have been
earned had the loans been current per their original terms
("Expected Income"), gross interest income recorded during the
year ("Actual Income") and equity interests which were received
in the restructuring:
<PAGE>
<TABLE>
<CAPTION>
1993 1992
---- ----
(In Thousands)
<S> <C> <C>
Fixed maturity securities:
Amortized cost less valuation allowances $ 3,743 $ 13,148
Expected income 916 2,781
Actual income 103 1,011
Equity interest received 1,833 2,003

Mortgage loans on real estate:
Amortized cost less valuation allowance $ 79,624 $ 0
Expected income 6,859 0
Actual income 5,076 0
</TABLE>

NOTE 3. FEDERAL INCOME TAXES

The Company's operating results (excluding Tandem prior to
September 30, 1991) are consolidated with those of MLIG. MLIG
and the Company are included in Merrill Lynch & Co.'s
consolidated Federal income tax returns. It is the policy of
Merrill Lynch & Co. to allocate the tax associated with such
operating results to its respective subsidiaries on a separate
company basis. The Company has the intent to pay accumulated
Federal income tax to MLIG upon request. For the nine months
ended September 30, 1991, Tandem filed a separate Federal
income tax return.

The following is a reconciliation of the provision for income
taxes based on income before income taxes, computed using the
Federal statutory tax rate, with the provision for income taxes
for the three years ended December 31,:

<TABLE>
<CAPTION>
1993 1992 1991
---- ---- ----
(In Thousands)
<S> <C> <C> <C>
Provision for income taxes computed at Federal
statutory rate $ 25,471 $ 8,726 $ 4,783

Increase (decrease) in income taxes resulting from:
Federal tax rate increase (631)
Recognition of prior year capital loss tax
benefits (2,219)
Other 75 (90) (104)
------------ ------------ ------------

Federal income tax provision $ 24,915 $ 8,636 $ 2,460
============ ============ ============
</TABLE>

The Federal statutory rate for 1993, 1992 and 1991 was 35%, 34%
and 34%, respectively.

The Company provides for deferred income taxes resulting from
temporary differences which arise from recording certain
transactions in different years for income tax reporting
purposes than for financial reporting purposes. The sources of
these differences and the tax effect of each were as follows:
<PAGE>
<TABLE>
<CAPTION>
1993 1992 1991
---- ---- ----
(In Thousands)
<S> <C> <C> <C>
Deferred policy acquisition costs $ (9,030) $ (17,633) $ (32,834)
Policyholders' account balances 6,433 21,301 (6,282)
Estimated liability for guaranty fund assessments (1,066) (2,735) (3,626)
Investment adjustments 7,941 (21,875) 2,437
Other 525 1,029 (154)
------------ ------------ ------------
Deferred Federal income tax
provision (benefit) $ 4,803 $ (19,913) $ (40,459)
============ ============ ============
</TABLE>

Deferred tax assets and liabilities as of December 31, are
determined as follows:

<TABLE>
<CAPTION>
1993 1992
---- ----
(In Thousands)
<S> <C> <C>
Deferred tax assets:
Policyholders' account balances $ 99,475 $ 105,908
Investment adjustments 19,596 27,537
Estimated liability for guaranty fund assessments 7,427 6,361
------------ ------------
Total deferred tax asset 126,498 139,806
------------ ------------

Deferred tax liabilities:
Deferred policy acquisition costs 92,625 101,655
Net unrealized investment gain (loss) (213) 1,486
Other 17,208 16,683
------------ ------------
Total deferred tax liability 109,620 119,824
------------ ------------
Net deferred tax asset $ 16,878 $ 19,982
============ ============
</TABLE>

The Company anticipates that all deferred tax assets will be
realized, therefore no valuation allowance has been provided.

Federal income taxes paid (recovered) totaled $40,000,000,
$13,594,000 and $(1,560,000) in 1993, 1992 and 1991,
respectively.

NOTE 4. RELATED PARTY TRANSACTIONS

The Company and MLIG are parties to a service agreement whereby
MLIG has agreed to provide certain data processing, legal,
actuarial, management, advertising and other services to the
Company. Expenses incurred by MLIG in relation to this service
agreement are reimbursed by the Company on an allocated cost
basis. Charges billed to the Company by MLIG pursuant to the
agreement were $55,843,000, $63,300,000 and $78,306,000 for the
years ended December 31, 1993, 1992 and 1991, respectively.

The Company and Merrill Lynch Asset Management, L.P. ("MLAM")
are parties to a service agreement whereby MLAM has agreed to
provide certain invested asset management to the Company. The
Company pays a fee to MLAM for these services, through the MLIG
service agreement.

The Company has a general agency agreement with Merrill Lynch
Life Agency Inc. ("MLLA") whereby registered representatives of
Merrill Lynch, Pierce, Fenner and Smith, Inc. ("MLPF&S") who
are the
<PAGE>
Company's licensed insurance agents, solicit
applications for contracts to be issued by the Company. MLLA
is paid commissions for the contracts sold by such agents.
Commissions paid to MLLA were approximately $67,102,000,
$25,158,000 and $27,974,000 for 1993, 1992 and 1991,
respectively. Substantially all of these commissions were
capitalized as deferred policy acquisition costs and are being
amortized in accordance with the policy discussed in Note 1.

In connection with the acquisition of a block of variable life
insurance business from Monarch Life Insurance Company
("Monarch Life"), the Company borrowed funds from Merrill Lynch
& Co. to partially finance the transaction. As of December 31,
1991, the outstanding balance of these loans was approximately
$83,200,000. These loans were repaid during 1992. Interest
was calculated on these loans at LIBOR plus 150 basis points.
Intercompany interest paid on these loans during 1992 and 1991
was approximately $4,025,000 and $6,300,000, respectively.

The Company and Merrill Lynch Trust Company ("ML Trust") were
parties to an agreement whereby the Company retained ML Trust
to hold certain invested assets upon the terms and conditions
of the agreement. ML Trust was paid a fee based on its current
fee schedule. This agreement was terminated during 1993.

The Company has entered into certain other marketing and
administrative service agreements with affiliates in connection
with the variable life and annuity policies it sells.

During 1993, 1992 and 1991, the Company allowed the recapture
of certain policies previously indemnity reinsured by the
Company from Family Life. Simultaneously with the recapture,
the Company's affiliate, ML Life Insurance Company of New York
("ML Life"), assumption reinsured these policies. These
transactions resulted in the transfer of approximately
$11,900,000 $2,000,000 $19,200,000 of policy reserves during
1993, 1992 and 1991, respectively.

The fair value of the Company's payables to affiliates is
estimated at carrying value. These borrowings are payable on
demand and bear a variable interest rate based on LIBOR.

Total intercompany interest paid was $737,000, $5,409,000 and
$8,567,000 for 1993, 1992 and 1991, respectively.

NOTE 5. STOCKHOLDER'S EQUITY AND STATUTORY REGULATIONS

On December 20, 1993, the Company paid a $44,988,000 ordinary
dividend and a $75,012,000 extraordinary dividend to MLIG. The
Company received approval from the Arkansas Insurance
Commissioner prior to the declaration and payment of the
extraordinary dividend.

At December 31, 1993 and 1992, approximately $37,221,000 and
$44,988,000, respectively, of retained earnings was available
for distribution to the Company's stockholder. Statutory
capital and surplus at December 31, 1993 and 1992, was
$374,209,000 and $451,888,000, respectively.

During 1991, MLIG contributed capital to the Company of
$82,396,000. The contribution was made to support the
underwriting of additional insurance premiums and deposits. No
contributions were received during 1993 and 1992.

Applicable insurance department regulations require that the
Company report its accounts in accordance with statutory
accounting practices. Statutory accounting practices primarily
differ from the principles utilized in these financial statements
by charging policy acquisition costs to expense as incurred,
establishing future policy benefit reserves using different
actuarial assumptions, not providing for deferred taxes and
valuing securities on a different basis. The Company's
statutory net income for the years ended December 31, 1993,
1992 and 1991 was $45,604,000, $60,140,000 and $65,771,000,
respectively.

<PAGE>

The National Association of Insurance Commissioners ("NAIC")
has developed and implemented effective December 31,
1993, the Risk Based Capital ("RBC") adequacy monitoring
system. The RBC calculates the amount of adjusted capital which
a life insurance company should have based upon that company's
risk profile. The NAIC has established four different levels of
regulatory action with respect to the RBC adequacy monitoring
system. Each of these levels may be triggered if an insurer's
total adjusted capital is less than a corresponding level of
RBC. These levels are as follows:

For companies with capital levels which are below 100% of
the basic RBC level (company action level) calculated for
that company, the company must submit to the domiciliary
insurance commissioner, and implement, an approved plan to
increase adjusted capital to at least 100% of the basic
RBC.

For companies with capital levels which are below 75% of
the basic RBC level calculated for that company, the
company must submit to an examination by the domiciliary
insurance department and as a result of the findings of the
examination, corrective orders may be issued.

For companies with capital levels which are below 50% of
the basic RBC level (authorized control level) calculated
for that company, the domiciliary insurance commissioner
will have the authority to place the company into
conservatorship or liquidation.

For companies with capital levels which are below 35% of
the basic RBC level calculated for that company, the
domiciliary insurance commissioner will be required to
place the company into conservatorship or liquidation.

As of December 31, 1993, based on the RBC formula, the
Company's total adjusted capital level was 279% of the basic
RBC level.

NOTE 6. REINSURANCE AGREEMENTS

On December 28, 1990, the Company entered into an indemnity
reinsurance agreement with Family Life, in which the Company
100% coinsured substantially all of Family Life's general
account interest-sensitive life and annuity business, and
modified coinsured all of the separate account variable annuity
business. As of December 31, 1993, substantially all of this
business has been assumption reinsured by the Company and an
affiliate.

On December 31, 1990, the Company and an affiliate entered into
a 100% reinsurance agreement with respect to all variable life
policies issued by Monarch Life and sold through the Merrill
Lynch & Co. retail network. As a result of the indemnity
provisions of the agreement, the Company became obligated to
reimburse Monarch Life for its net amount at risk with regard
to the reinsured policies. At the date of acquisition, assets
of approximately $553,000,000 supporting general account
reserves, on a statutory accounting basis, were transferred
from Monarch Life to the Company. This agreement provides for
contingent ceding commission payments to Monarch Life dependent
upon the lapse rate during the five years ending in 1995 and
mortality experience during the ten years ending in 2000. To
date, the Company has paid approximately $225,900,000 to
Monarch Life under the terms of the agreement. As of December
31, 1993, the Company has accrued $7,673,000 for such payments.

On various dates during 1992 and 1991, the Company and an
affiliate assumption reinsured substantially all such policies,
wherever permitted by appropriate regulatory authorities. Upon
assumption, the policy liabilities and the underlying assets of
approximately $2,625,000,000 were transferred to the Merrill
Lynch Life Variable Life Separate Account II. As a result of
the assumptions, the Company became directly obligated to the
policyholders, rather than to Monarch Life. Certain contract
owners of the reinsured policies elected to remain with Monarch
Life as permitted under certain
<PAGE>
state insurance laws. Assets
and liabilities of those policies not assumption reinsured by
the Company or its affiliate have remained with Monarch Life.
The Company and its affiliate have indemnified Monarch Life
against its net amount at risk on such policies. As of
December 31, 1993, approximately 10 life insurance policies
with $1,499,000 life insurance in force remain under the
indemnity provisions of the reinsurance agreement.

During 1992, the Company, and its affiliates, entered into an
agreement with Monarch Life for the purchase, transfer or
assignment of certain services and assets owned, licensed or
leased by Monarch Life. Additionally, the Company along with
its affiliates were allowed to actively solicit the employment
of individuals employed by Monarch Life, who are required to
service the Company's and its affiliates' variable life
insurance policies and Monarch Life's variable life insurance
policies. In consideration of this, the Company and its
affiliate, ML Life, transferred title to Monarch Life certain
telecommunications equipment owned by Merrill Lynch Insurance
Group Services, Inc., an affiliate of the Company, with a net
book value of $1,753,000. The Company agreed to service
Monarch Life's variable life insurance policies for a period of
five years at an annual rate of $100 per policy. Monarch Life
has an option to terminate the service agreement upon proper
notification.

NOTE 7. INTEREST RATE SWAP CONTRACTS

The Company enters into interest rate swap contracts for the
purpose of minimizing exposure to fluctuations in interest
rates of specific assets held. The notional amount of such
swaps outstanding at December 31, 1993 and 1992 was
approximately $155,082,000 and $197,024,000 respectively. The
average unexpired term at December 31, 1993 and 1992 was 3.2
and 3.5 years, respectively.

The current amount at risk, on a present value basis, of
terminating or replacing at current market rates all
outstanding matched swaps in a loss position at December 31,
1993 and 1992 was $0 and $0, respectively. During 1992 and
1991, a net investment gain of approximately $2,302,000 and
$4,750,000, respectively, was recorded in connection with
interest rate swap activity. The Company did not realize net
investment gains (losses) from interest rate swap activity
during 1993.

During 1993, 1992 and 1991, the Company did not enter into
unmatched interest rate swap arrangements and did not act as an
intermediary or broker in interest rate swaps.

Estimated fair values for the Company's interest rate swaps are
based on broker quotes. At December 31, 1993 and 1992, the
estimated fair value for these contracts was $4,317,000 and
$10,551,000, respectively.

NOTE 8. SALE OF FAMILY LIFE INSURANCE COMPANY

On June 12, 1991, MLIG sold Family Life to a non-affiliated
entity. Prior to closing, MLIG transferred to affiliates of
Family Life, to the extent permitted by law, all assets and
liabilities of Family Life that were not related to Family
Life's mortgage protection life insurance business. Certain
life insurance and annuity products sold through the retail
network of Merrill Lynch & Co. and underwritten by Family Life
have been or will be assumption reinsured by the Company or its
affiliate in those jurisdictions in which the Company or its
affiliate has the authority to do so. (See Note 6)

NOTE 9. COMMITMENTS AND CONTINGENCIES

State insurance laws generally require that all life insurers
who are licensed to transact business within a state become
members of the state's life insurance guaranty association.
These associations have been established for the protection of
policyholders from loss (within specified limits) as a result
of the insolvency of an insurer. At the time an insolvency
occurs, the guaranty association assesses the remaining members
of the association an amount sufficient to satisfy the
insolvent insurer's policyholder obligations (within specified
limits). During 1991, and to a lesser extent 1992, there were
certain highly
<PAGE>
publicized life insurance insolvencies. The
Company has utilized public information to estimate what future
assessments it will incur as a result of these insolvencies.
At December 31, 1993 and 1992, the Company had accrued an
estimated liability for future guaranty fund assessments of
$28,083,000 and $27,104,000, respectively. The Company
regularly monitors public information regarding insurer
insolvencies and will adjust its estimated liability where
appropriate.

In the normal course of business, the Company is subject to
various claims and assessments. Management believes the
settlement of these matters would not have a material effect on
the financial position or results of operations of the Company.

* * * * * *

<PAGE>
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements

<TABLE>
<C> <C> <S>
(1) Financial Statements of Merrill Lynch Life Variable Annuity Separate Account A for
the year ended December 31, 1993 and the period ended December 31, 1992 and the
Notes relating thereto appear in the Statement of Additional Information (Part B
of the Registration Statement).
(2) Financial Statements of Merrill Lynch Life Variable Annuity Separate Account B for
the year ended December 31, 1993 and the period ended December 31, 1992 and the
Notes relating thereto appear in the Statement of Additional Information (Part B
of the Registration Statement).
(3) Financial Statements of Merrill Lynch Life Insurance Company for the three years
ended December 31, 1993, 1992 and 1991 and the Notes relating thereto appear in
the Statement of Additional Information (Part B of the Registration Statement).
</TABLE>

(b) Exhibits

<TABLE>
<C> <C> <S>
(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 Form N-4 Registration No. 33-45379 Filed January 29, 1992)
(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 Form N-4 Registration No. 33-45379 Filed January 29, 1992)
(4) (a) Individual Variable Annuity Contract issued by Merrill Lynch Life Insurance
Company (Incorporated by Reference to Registrant's Form N-4 Registration No.
33-45379 Filed January 29, 1992)
(b) Merrill Lynch Life Insurance Company Contingent Deferred Sales Charge Waiver
Endorsement (Incorporated by Reference to Registrant's Form N-4 Registration No.
33-45379 Filed January 29, 1992)
(c) Individual Retirement Annuity Endorsement (Incorporated by Reference to
Registrant's Form N-4 Registration No. 33-45379 Filed January 29, 1992)
(d) Merrill Lynch Life Insurance Company Endorsement (Incorporated by Reference to
Registrant's Form N-4 Registration No. 33-45379 Filed April 28, 1993)
(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 Form N-4 Registration No. 33-45379 Filed January 29, 1992)
(b) Amended and Restated By-laws of Merrill Lynch Life Insurance Company (Incorporated
by Reference to Registrant's Form N-4 Registration No. 33-45379 Filed January 29,
1992)
(7) Not Applicable
(8) (a) Amended General Agency Agreement
(b) Indemnity Agreement Between Merrill Lynch Life Insurance Company and Merrill Lynch
Life Agency, Inc. (Incorporated by Reference to Registrant's Form N-4
Registration No. 33-45379 Filed January 29, 1992)
(c) Management Agreement Between Merrill Lynch Life Insurance Company and Merrill
Lynch Asset Management, Inc. (Incorporated by Reference to Registrant's Form N-4
Registration No. 33-45379 Filed January 29, 1992)
(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 Form N-4
Registration No. 33-45379 Filed January 29, 1992)
(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 Form N-4
Registration No. 33-45379 Filed January 29, 1992)
(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 Form N-4 Registration No. 33-45379 Filed January 29,
1992)
(g) Amended Service Agreement Between Merrill Lynch Life Insurance Company and Merrill
Lynch Insurance Group, Inc.
</TABLE>

C-1
<PAGE>

<TABLE>
<C> <C> <S>
(h) Reimbursement Agreement Between Merrill Lynch Asset Management, Inc. and Merrill
Lynch Life Agency (Incorporated by Reference to Registrant's Form N-4
Registration No. 33-45379 Filed April 28, 1993)
(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
(9) Opinion of Barry G. Skolnick, Esq. and Consent to its use as to the legality of
the securities being registered
(10) (a) Written Consent of Sutherland, Asbill & Brennan
(b) Written Consent of Deloitte & Touche, independent auditors
(11) Not Applicable
(12) Not Applicable
(13) Schedule for Computation of Performance Quotations (Incorporated by Reference to
Registrant's Form N-4 Registration No. 33-45379 Filed May 17, 1993)
(14) (a) Power of Attorney from Joseph E. Crowne (Incorporated by Reference to Registrant's
Form N-4 Registration No. 33-45379 Filed March 2, 1994)
(b) Power of Attorney from David M. Dunford (Incorporated by Reference to Registrant's
Form N-4 Registration No. 33-45379 Filed March 2, 1994)
(c) Power of Attorney from John C.R. Hele (Incorporated by Reference to Registrant's
Form N-4 Registration No. 33-45379 Filed March 2, 1994)
(d) Power of Attorney from Allen N. Jones (Incorporated by Reference to Registrant's
Form N-4 Registration No. 33-45379 Filed March 2, 1994)
(e) Power of Attorney from Barry G. Skolnick (Incorporated by Reference to
Registrant's Form N-4 Registration No. 33-45379 Filed March 2, 1994)
(f) Power of Attorney from Anthony J. Vespa (Incorporated by Reference to Registrant's
Form N-4 Registration No. 33-45379 Filed March 2, 1994)
</TABLE>

C-2
<PAGE>
ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR*

<TABLE>
<CAPTION>
NAME PRINCIPAL BUSINESS ADDRESS POSITION WITH DEPOSITOR*
- ----------------------------- -------------------------------- ---------------------------------------
<S> <C> <C>
Joseph E. Crowne 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.
John C.R. Hele 800 Scudders Mill Road Director and Senior Vice President.
Plainsboro, NJ 08536
Allen N. Jones 250 Vesey Street Director.
New York, NY 10281
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 President and Chief Executive Officer.
Deborah Adler 800 Scudders Mill Road Vice President and Actuary.
Plainsboro, NJ 80536
Robert M. Bordeman 800 Scudders Mill Road Vice President and Assistant Secretary.
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
Eileen P. Dyson 4804 Deer Lake Drive East Vice President and Assistant Secretary.
Jacksonville, FL 32246
Peter P. Massa 800 Scudders Mill Road Vice President.
Plainsboro, NJ 08536
Shelley K. Parker 1414 Main Street Vice President.
Springfield, MA 01102
Julia Raven 800 Scudders Mill Road Vice President.
Plainsboro, NJ 08536
Frederick H. Steele 800 Scudders Mill Road Vice President.
Plainsboro, NJ 08536
Thomas J. Thatcher 4804 Deer Lake Drive East Vice President and Assistant Secretary.
Jacksonville, FL 32246
Denis G. Wuestman 800 Scudders Mill Road Vice President.
Plainsboro, NJ 08536
<FN>
- ------------------------
* Each director is elected to serve until the next annual shareholder
meeting or until his or her successor is elected and shall have qualified.
</TABLE>

C-3
<PAGE>
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. appears below.

<PAGE> 1
SUBSIDIARIES OF THE REGISTRANT

The following are subsidiaries of ML & Co. as of March 15, 1994 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(v) of Regulation
S-X, under the Securities Exchange Act of 1934.

<TABLE>
<CAPTION>
STATE OR JURIS-
NAME DICTION 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 Incorporated/Incorporee . . . . . . . . . . . Nova Scotia
Merrill Lynch Life Agency Inc. . . . . . . . . . . . . . . . . . . . . Arizona
Merrill Lynch Life Agency Inc. . . . . . . . . . . . . . . . . . . . . Arkansas
Merrill Lynch Life Agency Inc. . . . . . . . . . . . . . . . . . . . . Idaho
Merrill Lynch Life Agency Inc. . . . . . . . . . . . . . . . . . . . . Illinois
Merrill Lynch Life Agency Inc. . . . . . . . . . . . . . . . . . . . . Massachusetts
Merrill Lynch Life Agency Inc. . . . . . . . . . . . . . . . . . . . . Montana
Merrill Lynch Life Agency Inc. . . . . . . . . . . . . . . . . . . . . New Mexico
Merrill Lynch Life Agency Inc. . . . . . . . . . . . . . . . . . . . . Ohio
Merrill Lynch Life Agency Inc. . . . . . . . . . . . . . . . . . . . . Oklahoma
Merrill Lynch Life Agency Inc. . . . . . . . . . . . . . . . . . . . . Puerto Rico
Merrill Lynch Life Agency Inc. . . . . . . . . . . . . . . . . . . . . South Dakota
Merrill Lynch Life Agency Inc. . . . . . . . . . . . . . . . . . . . . Virgin Islands
Merrill Lynch Life Agency Inc. . . . . . . . . . . . . . . . . . . . . Washington
Merrill Lynch Life Agency Inc. . . . . . . . . . . . . . . . . . . Alabama
Merrill Lynch Life Agency of Maine, Inc. . . . . . . . . . . . . . Maine
Merrill Lynch Life Agency Ltd. . . . . . . . . . . . . . . . . . . . . Mississippi
ML Life Agency Inc. . . . . . . . . . . . . . . . . . . . . . . . . . Texas
Merrill Lynch Princeton Incorporated . . . . . . . . . . . . . . . . . Delaware
ROC Denver, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . Delaware
R.O.C. Florida, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . Florida
ROC Texas, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . Texas
Wagner Stott Clearing Corp. 2 . . . . . . . . . . . . . . . . . . . . Delaware
Green Equity, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . New Jersey
Merrill Lynch Bank & Trust Co. . . . . . . . . . . . . . . . . . . . . . . New Jersey
Merrill Lynch Capital Services, Inc. . . . . . . . . . . . . . . . . . . . Delaware
Merrill Lynch Derivative Products, Inc. 3 . . . . . . . . . . . . . . . . Delaware
Merrill Lynch Government Securities Inc. . . . . . . . . . . . . . . . . . Delaware
Merrill Lynch Government Securities of Puerto Rico S.A. . . . . . . . Delaware
Merrill Lynch Money Markets Inc. . . . . . . . . . . . . . . . . . . . Delaware
Merrill Lynch Mortgage Capital Inc. . . . . . . . . . . . . . . . . . Delaware
Merrill Lynch Group, Inc. . . . . . . . . . . . . . . . . . . . . . . . . Delaware
HQ North Company, Inc. . . . . . . . . . . . . . . . . . . . . . . . . New York
Investor Protection Insurance Company . . . . . . . . . . . . . . . . Vermont
Merrill Lynch Capital Partners, Inc. . . . . . . . . . . . . . . . . . Delaware
Merrill Lynch Fiduciary Services, Inc. . . . . . . . . . . . . . . . . New York
</TABLE>

- ----------------------------
1 MLPF&S also conducts business as "Merrill Lynch & Co."
2 The preferred stock of the corporation is owned by an unaffiliated group of
investors.
3 ML & Co. owns 100% of this corporation's outstanding common voting stock.
100% of the outstanding preferred voting stock is held by outside parties.
The board of directors consist of 14 members, 12 of which are ML & Co.
employees and 2 of which represent outside parties.
<PAGE> 2
<TABLE>
<CAPTION>
STATE OR JURIS-
NAME DICTION OF ENTITY
- ---- -----------------
<S> <C>
MERRILL LYNCH & CO., INC. (CONT'D)
MERRILL LYNCH GROUP, INC. (CONT'D)
Merrill Lynch Futures Inc. . . . . . . . . . . . . . . . . . . . . . . Delaware
Merrill Lynch, Hubbard Inc. . . . . . . . . . . . . . . . . . . . . . Delaware
MLH Group Inc. 4 . . . . . . . . . . . . . . . . . . . . . . . . . Delaware
Merrill Lynch Corporate Pass-Through Securities, Inc. . . . . Delaware
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 Trust Company (Jersey) Limited . . . . . . . . . Jersey, Channel Island
Merrill Lynch L.P. Holdings, Inc. . . . . . . . . . . . . . . . . . . Delaware
Merrill Lynch MBP Inc. . . . . . . . . . . . . . . . . . . . . . . . . Delaware
Merrill Lynch National Financial . . . . . . . . . . . . . . . . . . . Utah
Merrill Lynch Private Capital Inc. 5 . . . . . . . . . . . . . . . . . Delaware
Merrill Lynch Trust Company of America . . . . . . . . . . . . . . . . Illinois
Merrill Lynch Trust Company of California . . . . . . . . . . . . . . California
Merrill Lynch Trust Company . . . . . . . . . . . . . . . . . . . . . New Jersey
Merrill Lynch Trust Company . . . . . . . . . . . . . . . . . . . . . Florida
Merrill Lynch Trust Company of Texas . . . . . . . . . . . . . . . . . Texas
Merrill Lynch Business Financial Services Inc. . . . . . . . . . . Delaware
Merrill Lynch Credit Corporation . . . . . . . . . . . . . . . . . Delaware
Merrill Lynch Home Equity Acceptance, Inc. . . . . . . . . . . Delaware
Merrill Lynch/WFC/L, Inc. . . . . . . . . . . . . . . . . . . . . . . New York
ML Futures Investment Partners Inc. . . . . . . . . . . . . . . . . . Delaware
ML IBK Positions Inc. . . . . . . . . . . . . . . . . . . . . . . . . Delaware
Merrill Lynch Interfunding Inc. 6 . . . . . . . . . . . . . . . . Delaware
ML Leasing Equipment Corp. 7 . . . . . . . . . . . . . . . . . . . . . Delaware
Merlease Leasing Corp. . . . . . . . . . . . . . . . . . . . . . . Delaware
Merrill Lynch Venture Capital Inc. . . . . . . . . . . . . . . . . Delaware
Princeton Services, Inc. 8 . . . . . . . . . . . . . . . . . . . . . . Delaware
Merrill Lynch International Incorporated . . . . . . . . . . . . . . . . . Delaware
Merrill Lynch GFX, Inc. . . . . . . . . . . . . . . . . . . . . . . . Delaware
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 International & Co. 9 . . . . . . . . . . . . . Netherlands Antilles
Merrill Lynch Capital Markets A.G. . . . . . . . . . . . . . . . . Switzerland
Merrill Lynch Europe Limited . . . . . . . . . . . . . . . . . . . England
Merrill Lynch International Limited . . . . . . . . . . . . . England
</TABLE>

- ----------------------------
4 This corporation has over 30 direct or indirect subsidiaries operating in
the United States and serving as either general partners or associate
general partners of real estate limited partnerships.
5 This corporation has 16 subsidiaries which have engaged in direct principal
lending and investment management.
6 This company has 10 subsidiaries holding or having a direct or indirect
interest in specific investments on its behalf.
7 This corporation has 48 direct or indirect subsidiaries operating in the
United States and serving as either general partners or associate general
partners of limited partnerships.
8 This corporation is the general partner of Merrill Lynch Asset Management,
L.P. (whose co-limited partners are ML & Co. and an indirect subsidiary of
ML & Co.).
9 A partnership among subsidiaries of ML & Co.
<PAGE> 3
<TABLE>
<CAPTION>
STATE OR JURIS-
NAME DICTION OF ENTITY
- ---- -----------------
<S> <C>
MERRILL LYNCH & CO., INC. (CONT'D)
MERRILL LYNCH INTERNATIONAL INCORPORATED (CONT'D)
MERRILL LYNCH INTERNATIONAL HOLDINGS INC. (CONT'D)
MERRILL LYNCH EUROPE LIMITED (CONT'D)
Merrill Lynch Limited . . . . . . . . . . . . . . . . . . . . England
Merrill Lynch, Pierce, Fenner & Smith (Brokers & Dealers)
Limited . . . . . . . . . . . . . . . . . . . . . . . . . . England
Merrill Lynch Europe Ltd. . . . . . . . . . . . . . . . . . . . . Cayman Islands,
British West Indies
Merrill Lynch Holding GmbH 10 . . . . . . . . . . . . . . . . . . Fed. Rep. of Germany
Merrill Lynch Bank A.G. . . . . . . . . . . . . . . . . . . . Fed. Rep. of Germany
Merrill Lynch GmbH . . . . . . . . . . . . . . . . . . . . . . Fed. Rep. of Germany
Merrill Lynch Holding S.A.F. . . . . . . . . . . . . . . . . . . . France
Merrill Lynch Capital Markets (France) S.A. . . . . . . . . . France
Merrill Lynch Hong Kong Securities Limited . . . . . . . . . . . . Hong Kong
Merrill Lynch Japan Incorporated . . . . . . . . . . . . . . . . . . . Delaware
Merrill Lynch Specialists Inc. . . . . . . . . . . . . . . . . . . . . . . Delaware
</TABLE>

- ----------------------------
10 ML & Co. holds a 50% interest in this corporation, with the remaining 50%
interest held by an outside party.

<PAGE>
ITEM 27. NUMBER OF CONTRACTS

The number of contracts in force as of January 28, 1994 was 32,733.

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 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; CMA Treasury
Fund; CMA Multi-State Municipal Series Trust; The Corporate Fund Investment
Accumulation Program, Inc.; The Municipal Fund Investment Accumulation Program,
Inc.; Corporate Income Fund; Equity Income Fund; The Fund of Stripped ("Zero")
U.S. Treasury Securities; The GNMA Investment Accumulation Program; Government
Security Income Fund; International Bond Fund; The Liberty Street Trust
Municipal Monthly Payment Series; The Merrill Lynch Fund of Stripped ("Zero")
U.S. Treasury Securities; Merrill Lynch Trust for Government Securities;
Municipal Income Fund; and Municipal Investment Trust Fund.

Merrill Lynch, Pierce, Fenner & Smith Incorporated also acts as principal
underwriter for the following additional accounts: Merrill Lynch Life Variable
Annuity Separate Account A; 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.

C-4
<PAGE>
(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 and Executive Vice President
Barry S. Friedberg* Director and Executive Vice President
Edward L. Goldberg* Director and Executive Vice President
Stephen L. Hammerman* Director, Executive Vice President and
General Counsel
Jerome P. Kenney* Director and Executive Vice President
David H. Komansky* Director and Executive Vice President
Theresa Lang* Senior Vice President and Treasurer
Daniel T. Napoli* Director and Senior Vice President
Thomas H. Patrick* Director and Executive Vice President
Winthrop H. Smith, Jr.* Director and Executive Vice President
John L. Steffens* Director and Executive Vice President
Daniel P. Tully* Director, Chairman of the Board, President
and Chief Executive Officer
Roger M. Vasey* Director and Executive Vice President
Arthur H. Zeikel** Director and Executive Vice President
<FN>
- ------------------------
* World Financial Center, 250 Vesey Street, New York, NY 10281
** 800 Scudders Mill Road, Plainsboro, New Jersey 08536
</TABLE>

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 08 536 and the Service Center at 4804 Deer Lake Drive
East, Jacksonville, Florida 32246.

ITEM 31. Not Applicable

ITEM 32. UNDERTAKINGS

(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.

C-5
<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 B,
certifies that it meets the requirements of Securities Act Rule 486(b) for
effectiveness of this Post-Effective Amendment No. 5 to the Registration
Statement and has caused this Registration Statement to be signed on its behalf,
in the City of Plainsboro, State of New Jersey, on the 25th day of April, 1994.

<TABLE>
<S> <C>
Merrill Lynch Life Variable Annuity
Separate Account B
(Registrant)
Attest: /s/SANDRA K. KELLY By: /s/BARRY G. SKOLNICK
Sandra K. Kelly Barry G. Skolnick
Assistant Vice President Senior Vice President of
Merrill Lynch Life Insurance Company
Merrill Lynch Life Insurance Company
(Depositor)
Attest: /s/SANDRA K. KELLY By: /s/BARRY G. SKOLNICK
Sandra K. Kelly Barry G. Skolnick
Assistant Vice President Senior Vice President
</TABLE>

As required by the Securities Act of 1933, this Post-Effective Amendment No.
5 to the Registration Statement has been signed below by the following persons
in the capacities indicated on April 25, 1994.

<TABLE>
<CAPTION>
SIGNATURE TITLE
- -------------------------------------------------------- --------------------------------------------------------
<C> <S>
* Chairman of the Board, President and Chief Executive
Anthony J. Vespa Officer
* Director, Senior Vice President, Chief Financial
Joseph E. Crowne Officer, Chief Actuary and Treasurer
* Director, Senior Vice President, and Chief Investment
David M. Dunford Officer
* Director and Senior Vice President
John C.R. Hele
* Director
Allen N. Jones
*By: /s/BARRY G. SKOLNICK In his own capacity as Director, Senior Vice President
Barry G. Skolnick and General Counsel and as Attorney-In-Fact
</TABLE>

C-6
<PAGE>
EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION PAGE
- -------------- ---------------------------------------------------------------------------------------- ---------
<C> <S> <C>
(b)(8)(a) Amended General Agency Agreement........................................................ C-
(g) Amended Service Agreement Between Merrill Lynch Life Insurance Company and Merrill Lynch
Insurance Group, Inc................................................................... 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................................................................. C-
(9) Opinion of Barry G. Skolnick, Esq. and Consent to its use as to the legality of the
securities being registered............................................................ C-
(10)(a) Written Consent of Sutherland, Asbill & Brennan......................................... C-
(b) Written Consent of Deloitte & Touche, independent auditors.............................. C-
</TABLE>

C-7

<PAGE> 1
MERRILL LYNCH LIFE INSURANCE COMPANY

GENERAL AGENCY AGREEMENT

This agreement, effective as of the 5 day of January, 1989, is made between
MERRILL LYNCH LIFE INSURANCE COMPANY ("the Company"), a Washington corporation,
and MERRILL LYNCH LIFE AGENCY INC., a Washington corporation, and the
corporations listed together with their respective states of incorporation on
the signature pages hereof (hereinafter referred to collectively as "the
General Agent")

WITNESSETH THAT:

1. APPOINTMENT

1.1 The General Agent is hereby appointed upon the terms and conditions set
forth in this agreement for the purpose of securing applications for the
Company's insurance products or annuities as set forth in the schedule
attached hereto (hereinafter referred to as "insurance"). The General
Agent agrees to follow and be governed by the provisions hereof and by
such reasonable rules and regulations for the conduct of its business as
the Company may establish and deliver to the General Agent while this
agreement is in force.

2. APPOINTMENT OF SUB-AGENTS

2.1 The General Agent may recruit persons of ability and good character to
aid the General Agent in the performance of its duties hereunder and may
enter into its own agreements with such persons, herein referred to as
sub-agents. The General Agent shall supervise the activities and
training of such sub-agents, and shall use its best efforts to insure
that all such sub-agents comply with the Company's rules and regulations
referred to in Section 1 of this agreement. No sub-agent shall have any
interest in any compensation
<PAGE> 2
- 2 -

from the Company in connection with sales of any insurance, whether in
the form of first-year commissions, renewal commissions, service fees,
bonuses or otherwise.

2.2 All appointments of sub-agents shall be subject to the approval of the
Company. The Company reserves the right to withdraw the approval of any
sub-agent at any time, whereupon such sub-agent's right to solicit
insurance issued by the Company shall terminate 30 days from the date of
mailing written notice of such withdrawal to the General Agent and to
the affected sub-agent.

2.3 The General Agent hereby guarantees all financial obligations to the
Company of all sub-agents supervised by the General Agent and agrees to
pay the same if not paid when due.

3. DELIVERY OF POLICIES

3.1 The General Agent shall not deliver any policy of life insurance unless:

(a) The applicant, to the best of the General Agent's knowledge, is in
good health and in insurable condition at the time of delivery;

(b) The first premium has been paid as herein set forth; and

The General Agent shall return to the Company by the 31st day after such
mailing any policy not so delivered.

3.2 The General Agent shall immediately forward to the Company the whole of
any premium payment, entire or partial, taken with an application for
insurance. The General Agent and each of the sub-agents shall accept
such premium payment only in the form of checks, money orders or bank
drafts drawn to the order of the Company and which shall be forwarded by
the
<PAGE> 3
- 3 -

General Agent to the Company as soon after receipt thereof by General
Agent as practicable. Neither the General Agent nor any sub-agent shall
have any authority to endorse checks, money orders or bank drafts
payable to the Company.

3.3 The General Agent shall have no right nor authority to receive or
collect money for or on behalf of the Company at any time or for any
purpose except the initial premium on applications procured by the
General Agent as provided in Section 3.3 hereof and necessary to put the
policy in force. The Company may, however, by specific written
authorization permit the General Agent to collect deferred first-year
premiums and/or renewal premiums as and when they become due, but then
only in the form set forth in Section 3.3 hereof and only in exchange
for the regular receipt of the Company therefor furnished to the General
Agent for the purpose of effecting such collections.

4. COMPENSATION

4.1 Subject to all terms and conditions of this agreement, the Company will
pay to the General Agent commissions upon premiums for policies effected
through the General Agent. Commissions shall be computed according to
the Compensation Schedule attached to this agreement. The Company
reserves the right to change or add to the Compensation Schedule at any
time by written notice to the General Agent prior to the effective date
of such addition or change. Such change shall not affect commissions
accrued or to accrue according to the schedule in effect at the time an
issued policy was applied for. Commissions shall become payable only
after premiums have become due and have been received by the Company.
Accrued commissions shall be payable monthly in the month following
accrual.

4.2 In the event the Company returns the premium or premiums for a policy
because of a misunderstanding or alleged misrepresentation by the
applicant or by the General Agent or one of its sub-agents, the General
Agent shall repay to the Company all commissions received by the General
Agent on the policy with respect to which premiums were so returned.
<PAGE> 4
- 4 -

4.3 Whenever, within six months from the date of lapse or surrender of
insurance on any person insured by the Company, new insurance is issued
by the Company on such person, the Company will pay first year
commissions only on that part of the premium for the new insurance which
exceeds the premium for the insurance replaced, unless the commissions
have been charged back in accordance with the current Compensation
Schedule.

If a policy in force for at least two years contains the privilege of
conversion to a different form and the General Agent procures conversion
of such policy to a new policy, commissions on the new conversion policy
shall be paid at the rate specified in the Compensation Schedule
attached to this agreement. In the event of conversion of a policy
prior to its second anniversary, the Company will pay an adjusted
commission on the new policy.

4.4 Except as provided in Sections 4.2 and 4.5 hereof, commissions which are
payable to the General Agent pursuant to Section 4.1 hereof are vested
and shall remain vested, any termination of this agreement pursuant to
Section 8.2 hereof notwithstanding; provided, however, if any
commissions payable to the General Agent in any calendar year are less
than $100, the Company shall no longer be obligated to the account for
or pay renewal commissions. The compensation provided for in this
agreement shall be the full and sole compensation to the General Agent
for all services performed and expenses incurred by the General Agent
under this agreement.

4.5 If the General Agent, at any time before this agreement is terminated,
(a) commits any offense which would be a basis, under the insurance laws
of any state in which the General Agent is licensed, for denial,
suspension or revocation of an insurance agent's license; or (b)
breaches any provision of this agreement or the Company's rules and
regulations referred to in Section 1 of this agreement or either before
or after termination of this agreement, (c) aids or abets others in any
of the acts specified above, or (d) becomes insolvent, makes an
assignment for the benefit of creditors or permits a
<PAGE> 5
- 5 -

voluntary or involuntary petition in bankruptcy to be filed against it,
then, and in any of such events, the General Agent shall be deemed to
have failed to qualify for any further compensation and none shall be
payable thereafter. The forbearance from each of the acts enumerated in
subparagraphs (a) through (d) is a condition precedent to the right of
the General Agent to receive compensation under this agreement and each
of said enumerated acts constitutes an independent and severable
condition.

5. BOOKS AND RECORDS

5.1 Each party hereto shall have the right, during normal business hours and
upon 10 days prior written notice, to inspect the books and records of
the other party relating solely to the business contemplated by this
agreement.

5.2 The Company shall furnish the General Agent with specimen forms required
by regulations, such as replacement analysis forms, disclosure material,
etc., required for use in connection with the sale of the Company's
products.

5.3 The Company shall furnish the General Agent with current customer data
such as names, addresses and policy terms on a monthly basis.

5.4 Any unused policies, forms, applications and other supplies furnished by
the Company to the General Agent shall always remain the property of the
Company and shall be accounted for and returned by the General Agent to
the Company on demand.

5.5 From time to time, the Company may develop and make available to the
General Agent computer software or related materials ("Software"), in
magnetic, written or other form, to be used in connection with the sale
of the policies. The Company hereby grants the General Agent a
non-exclusive royalty-free license to use any such Software. The
Company warrants that all such Software is and shall remain its
exclusive property, free from all third-party claims. The Company shall
indemnify and defend the General
<PAGE> 6
- 6 -

Agent from and against any and all claims (including the costs of
reasonable attorneys' fees, investigation and defense of such claims)
relating to General Agent's use of such Software. The General Agent
agrees not to copy such Software, except as required to perform its
obligations hereunder, nor to generate or obtain written copies of
Software supplied in magnetic form and to return all such Software and
all copies upon demand or upon the termination of this agreement.

6. LIMITATIONS

6.1 In performance of all of its duties under this agreement the
relationship of the General Agent to the Company is that of independent
contractor and none other. Neither the General Agent nor any sub-agent,
officer, partner or employee thereof, as the case may be, shall be
deemed to be an employee of the Company for any purpose, and nothing
herein contained shall be construed to create the relationship of master
and servant or employer and employee between the Company and the General
Agent or any sub-agent. Within the general rules and regulations of the
Company respecting the conduct of business hereunder, the General Agent
may exercise its own judgment as to the time and manner of such
performance, and the means and manner of transportation, if any, used by
the General Agent and any sub-agent.

6.2 The General Agent has no authority to incur any obligation or debt for
or on behalf of the Company without its express written consent; to
make, modify or discharge any contract on behalf of the Company; to
extend the time for payment of any premium; or to waive, alter, modify
or change any of the terms, rates or conditions of the Company's
policies of insurance.

6.3 Advertising Approval: (a) The Company agrees that it will make available
to the General Agent for the General Agent's review and prior approval
any advertising or sales promotional material which relates to the sale
of the Company's products, at least 30 days prior to the scheduled
release of such
<PAGE> 7
- 7 -

information or material directly to the General Agent's agents,
sub-agents, employees, or representatives.

(b) The General Agent agrees that neither it nor its agents, sub-agents
or employees shall use in any way, print, publish, disseminate, or
otherwise make available to its agents, sub-agents, employees or
customers any advertising or sales promotional material relating to the
Company or its products without the prior consent of the Company.

(1) printed and published material, audiovisual material,
billboards and similar displays, descriptive literature used in
direct mail, newspapers, magazines, radio and television scripts;

(2) descriptive literature and sales aids of all kinds including
but not limited to circulars, leaflets, booklets, marketing
guides, seminar material, computer print-outs, depictions,
illustrations and form letters;

(3) material used for the training and education of sub-agents
which is designed to be used or is used to induce the public to
purchase or retain a policy; and

(4) prepared sales talks, presentations, and material for use by
sub-agents.

(d) Neither party shall institute any legal proceedings against a third
party regarding or affecting products marketed or services rendered
under this agreement without first obtaining written consent of the
other party to this agreement. Such consent may not be unreasonably
withheld.
<PAGE> 8
- 8 -

7. INDEBTEDNESS

7.1 Any amounts payable by the General Agent to the Company under this
agreement shall be offset against any amounts payable by the Company to
the General Agent; otherwise payment shall be made by the General Agent
to the Company in cash.

8. TERMINATION

8.1 In the event the General Agent, while this agreement is in force,
commits any of the acts enumerated in subparagraphs (a) through (d) of
Section 4.5 hereof, the Company may terminate this agreement upon
written notice mailed or delivered to the General Agent at its last
known address, such termination to be effective on the date stated in
such notice.

8.2 This agreement may be terminated without cause by either the General
Agent or the Company upon 30 days' written notice mailed to the other at
the last known address.

8.3 In the event of any termination of this agreement, any unused supplies
furnished by the Company and in the General Agent's possession shall
remain the property of the Company and shall be returned upon demand.

9. COMPLIANCE

9.1 The Company and the General Agent agree that during the continuance of
this agreement they will take all action which is required for them to
comply and for each product marketed hereunder to comply, and to
continue to comply with all applicable federal and state laws and
regulations, and the rules and regulations of all appropriate
self-regulatory organizations.

9.2 The Company shall be responsible for notifying the General Agent of all
licensing and appointment requirements of the states in which the
Company and the General Agent will be doing an insurance business under
this agreement.
<PAGE> 9
- 9 -

10. NOTICE AND REQUIRED REGULATORY REPORTS

10.1 The Company will give the General Agent notice in advance of any changes
made with regard to products marketed under this agreement. If the
decision to make changes with regard to such products is not in response
to legal or regulatory mandate, 30 days prior written notice to the
General Agent is required.

10.2 The Company will notify the General Agent within 10 days of its
obtaining knowledge of any actual or impending adverse change in the
Company's financial condition, the financial condition of any
subsidiary, parent company or reinsurer, or if the "Best's" rating of
the Company, any subsidiary, parent or reinsurer has been or is to be
lowered.

10.3 (a) Within 20 days after the Company has sent or delivered the following
reports to the pertinent regulatory agency, the Company agrees to send
or furnish the General Agent a copy of each such report actually filed.
The reports are:

(1) The Annual Statement of the Company filed with the Company's
state of domicile.

(2) The Quarterly Convention Statement of the Company filed with
the Company's state of domicile.

(b) As part of an insurance holding company system under the laws of its
state of domicile and subject to said laws, the Company agrees to send,
within 20 days of delivery to the pertinent regulatory agency, copies of
the following:

(1) Any amendments to the Company's Registration Statement.
<PAGE> 10
- 10 -

(2) The Company's Annual Report describing transactions during
the prior year with entities within the holding company system.

(3) Any request for approval filed by the Company with said
regulatory agency with respect to any proposed transaction(s)
between the Company and any entity within the holding company
system.

(4) If applicable, the 10-K report of the Company's parent filed
with the United States Securities and Exchange Commission
("SEC").

(5) If applicable, the 10-Q report of the Company's parent filed
with the SEC.

10.4 Each party will notify the other of any regulatory or administrative
investigation or inquiry, claim or judicial proceeding which may affect
products marketed or services rendered under this agreement within 10
days of knowledge of such, excluding, however, claims for benefits under
a policy or application or contests regarding the validity,
enforceability, or construction of any policy or application issued by
the Company.

(a) Within 10 days after receipt by either party of notice of any
such investigation or proceeding, the party in receipt thereof
will notify the other party by forwarding a copy of all documents
received in connection with the matter and will communicate to
the other party additional information it deems necessary to
furnish the other party a complete understanding of same.

(b) In the case of a customer complaint with respect to the
General Agent, any sub-agent or any company or person affiliated
with the General Agent or any sub-agent, the Company shall not
take any final action with respect to such complaint without
prior consultation with the General Agent.
<PAGE> 11
- 11 -

(c) For the purposes of this agreement, the term "customer
complaint" shall mean a written communication either directly
from a purchaser or his legal representative or indirectly from a
regulatory agency to which he or his legal representative has
written, expressing a grievance.

(d) Each party agrees to cooperate fully with the other in any
regulatory investigation, administrative or judicial proceeding
or customer complaint regarding products marketed or services
rendered under this agreement.

(e) Any change in interest rates for new contracts or renewals
will be confirmed in writing to the General Agent.

(f) All communications under this agreement shall be in writing
and shall be mailed by certified mail, postage prepaid;

(i) if to the General Agent, to:

Merrill Lynch Life Agency Inc.
P.O. Box 9020
Princeton, New Jersey 08540-9020
Attention: Robert C. McClanahan, Jr.

(ii) if to the Company, to:

Merrill Lynch Life Insurance Company
Park Place Building
Seattle, Washington 98101
Attention: Steele C. Coddington

11. TERRITORY, WITHDRAWAL OF BUSINESS AND POLICY FORMS

11.1 The Company, upon 30 days prior written notice to the General Agent, may
<PAGE> 12
- 12 -

stop doing business in any state or territory and withdraw any policy
forms from the General Agent.

The Company may suspend the sale of any policy or contract upon notice
to the General Agent when such suspension is in response to regulatory
authority.

12. PRODUCT NAMES

12.1 The Company hereby represents and warrants that the Company has
exclusive right, title and interest in any product's name.

12.2 The Company shall indemnify and defend the General Agent from and
against any and all claims (including the costs of reasonable attorneys'
fees, investigation and defense of such claims) relating to the General
Agent's use of any product name.

12.3 Each party shall notify the other promptly in writing of any and all
allegations or claims by others of which it may become aware that the
use of the product name infringes any trademark or service mark,
violates any property right of a third party, or violates or is contrary
to any law, regulation, order, consent, or the like. Company shall
notify General Agent of the settlement or outcome of any such claim or
suit.

13. CUSTOMER CONFIDENTIALITY

13.1 The Company agrees that the names and addresses of all customers and
prospective customers of the General Agent, of the General Agent's
parent company and of any affiliated company which may come to the
attention of the Company or any company or person affiliated with the
Company are confidential. Such customer information shall not be used,
without the prior written consent of the General Agent, by the Company
or any company or person affiliated with the Company for any purpose
whatsoever except as may be necessary in connection with the
administration and servicing of the products sold by or through the
General Agent.
<PAGE> 13
- 13 -

In no event shall the names and addresses of such customers and
prospective customers be furnished by the Company to any other company
or person including, but not limited to, (1) any of such company's
managers, agents or brokers which are not sub-agents of the General
Agent, (2) any company affiliated with the Company or any manager, agent
or broker of such company, or (3) any securities broker-dealer or any
insurance agent affiliated with such broker-dealer.

The Company agrees that neither the Company nor any company or person
affiliated with the Company shall solicit directly any customers whose
names constitute confidential information pursuant to this Section.

The intent of this paragraph is that the Company shall not utilize, or
permit to be utilized, its knowledge of the General Agent, of its parent
company or of any affiliated companies or of the customers of any of the
foregoing for the solicitation of sales of any product or service.

This Section shall survive termination of this agreement.

14. MISCELLANEOUS

14.1 The failure of the Company or the General Agent to insist upon
compliance by the other party with any terms or conditions of this
agreement or any rule or regulation of the Company shall not constitute
or be construed as a waiver by either the Company or the General Agent
of any rights under this agreement.

14.2 Neither the Company nor the General Agent shall be bound by any promise,
agreement, understanding, or representation heretofore or hereafter made
relative to the subject matter of this agreement, except a Compensation
Schedule as specified in Section 4.1 hereof, unless the same is
contained in a written instrument signed on behalf of the parties hereto
by the President or one of the Vice Presidents of the General Agent and
of the Company.
<PAGE> 14
- 14 -

14.3 This agreement shall be construed and any questions arising under it
decided according to the statutory and common law of the State of
Washington.

14.4 If any provision or condition of this agreement shall be held to be
invalid or unenforceable by any court, the validity of the remaining
provisions and conditions shall not be affected thereby.

14.5 This agreement may be amended, modified or waived, in whole or in part,
only by a writing signed by the party against whom enforcement thereof
is sought. This agreement may be assigned by either party only with the
prior written consent of the other party. This agreement shall be
binding on the parties' respective successors and assigns.
<PAGE> 15
- 15 -

Made and executed at Seattle, Washington, effective on the date first
hereinabove set forth.

MERRILL LYNCH LIFE INSURANCE COMPANY

By /s/ Steele C. Coddington
--------------------------------------
Steele C. Coddington

Vice President, Merrill Lynch Marketing
-----------------------------------------
Title

January 5, 1989
-----------------------------------------
Date

ML Life Agency Inc.,
A Texas Corporation

/s/ Richard M. Brandt
-----------------------------------------
Richard M. Brandt
Authorized Officer

January 16, 1989
-----------------------------------------
Date

Merrill Lynch Life Agency Ltd.,
A Mississippi Corporation

Merrill Lynch Life Agency Inc.,
A Washington Corporation

Merrill Lynch Life Agency Inc.,
An Alabama Corporation

Merrill Lynch Life Agency Inc.,
An Arizona Corporation

Merrill Lynch Life Agency Inc.,
An Arkansas Corporation

Merrill Lynch Life Agency Inc.,
An Idaho Corporation
<PAGE> 16
- 16 -

Merrill Lynch Life Agency Inc.,
An Illinois Corporation

Merrill Lynch Life Agency of Maine Inc.,
A Maine Corporation

Merrill Lynch Life Agency Inc.,
A Massachusetts Corporation

Merrill Lynch Life Agency Inc.,
A Montana Corporation

Merrill Lynch Life Agency Inc.,
A New Mexico Corporation

Merrill Lynch Life Agency Inc.,
A Puerto Rico Corporation

Merrill Lynch Life Agency Inc.,
A South Dakota Corporation

Merrill Lynch Life Agency Inc.,
A Virgin Islands Corporation

/s/ Robert C. McClanahan, Jr.
-----------------------------------------
Robert C. McClanahan, Jr.
Authorized Officer

January 11, 1989
-----------------------------------------
Date

Merrill Lynch Life Agency Inc.,
An Ohio Corporation

Merrill Lynch Life Agency Inc.,
An Oklahoma Corporation

/s/ William A. Wilde
-----------------------------------------
William A. Wilde
Authorized Officer

January 6, 1989
----------------------------------------
Date
<PAGE> 17
MERRILL LYNCH LIFE INSURANCE COMPANY

General Agent Compensation Schedule

Until further notice as provided in the General Agency Agreement dated 1/5/89,
compensation will be paid according to the following schedule for the contracts
and policies listed:

<TABLE>
<CAPTION>
**Percent of Average
Percent of Contract Value at
Description of Contract Each Premium Each Year-End
- ----------------------- ------------ --------------------
<S> <C> <C>
Individual Variable 4% .0625%
Annuity Contract,
Flexible Premium,
Non-Participating,
Form ML-AY-2 1185*

Form ML-AY-2 1185* sold 5% .0625%
as a qualified Tax-
Sheltered Annuity
</TABLE>

*And any state variations thereof.
**Until the Annuity Date.

In the event of full or partial withdrawal of contract value within six months
after date of issue of a contract, the General Agent's Account will be debited
in an amount equal to the lesser of 2% (2.5% if TSA) of the amount withdrawn or
2% (2.5% if TSA) of the sum of all premiums.

. . . .

<TABLE>
<CAPTION>
Percent of Each Percent of Each
Premium Paid During Premium Paid During
Description of Contract First Policy Year Subsequent Policy Years
- ----------------------- ----------------- -----------------------
<S> <C> <C>
Flexible Premium 5.0% 2.0%
Deferred Annuity
Form ML-AY-15 486*, issued
in connection with
a qualified plan

Flexible Premium 4.0% 2.0%
Deferred Annuity
Form ML-AY-15 486*, issued
in connection with
a non-qualified plan
</TABLE>

*And any state variations thereof.
<PAGE> 18
In the event of full or partial withdrawal of contract value within six months
after the effective date of a premium payment, the General Agent's account will
be debited in an amount equal to either:

1) 5.0% (4.0% non-qualified) of the lesser of the premium(s) or the
amount withdrawn, respecting withdrawal of premiums paid during the
first policy year, or

2) 2.0% of the lesser of the premium(s) or the amount withdrawn
respecting withdrawal of premiums paid during subsequent policy years.

In the event of full or partial withdrawal of contract value within the second
six months after the effective date of a premium payment, the General Agent's
account will be debited in an amount equal to either:

1) 2.5% (2.0% non-qualified) of the lesser of the premium or the amount
withdrawn, respecting withdrawal of premiums paid during the first
policy year, or

2) 1.0% respecting withdrawal of premiums paid during subsequent policy
years.

The General Agent's account will not be debited with respect to such part of
the first withdrawal in a contract year as does not exceed 10% of the contract
value on the date of withdrawal.

. . . .

<TABLE>
<CAPTION>
On Subsequent Renewals
Date of Issue of a 5-Year Contract to a
Description of Contract (Percent of Premium) New 5-Year Contract
- ----------------------- -------------------- -------------------------
<S> <C> <C>
Individual Single Premium 4.0% 2.0%
Deferred Annuity
Form ML-AY-9 286*

Individual Single Premium 4.0% 2.0%
Deferred Annuity
Forms ML-AY-31*, ML-AY-32*
and ML-AY-33*
</TABLE>

*And any state variations thereof.

In event of full or partial withdrawal within six months after date of issue of
a contract, the General Agent's account will be debited in an amount equal to
4.0% of the lesser of the original premium or the amount withdrawn.

In event of full or partial withdrawal within the second six months after date
of issue of a contract, the General Agent's account will be debited in an
amount equal to 2.0% of the lesser of the original premium or the amount
withdrawn.

The General Agent's account will not be debited with respect to such part of
the first withdrawal in a contract year as does not exceed 10% of the contract
value on the date of withdrawal.
<PAGE> 19
<TABLE>
<CAPTION>
Percent of
Description of Policy Premium
- --------------------- -------
<S> <C>
SPWL (ML-AL-772*)
Single Premium Interest-Sensitive Whole Life Policies 4.50%

SPWL (ML-AL-790* and ML-AL-792*)
Single Premium Interest-Sensitive Whole Life Policies 5.00%
</TABLE>

*And any state variations thereof.

SPWL
In the event of full surrender within the first three (3) months after date
of issue of a policy, the General Agent's account will be debited in an
amount equal to 4.50% of the original premium.

In the event of full surrender within the second three (3) months after date
of issue of a policy, the General Agent's account will be debited in an
amount equal to 3.375% of the original premium.

In the event of full surrender within the third three (3) months after date
of issue of a policy, the General Agent's account will be debited in an
amount equal to 2.250% of the original premium.

In the event of full surrender within the fourth three (3) months after date
of issue of a policy, the General Agent's account will be debited in an
amount equal to 1.125% of the original premium.

SPWL (R-Series)
In the event of a full surrender in the first twelve (12) months after date
of issue of a policy, the General Agent's account will be debited in an
amount equal to 5.00% of the original premium.

. . . .

<TABLE>
<CAPTION>
Percent of Each Percent of Each Reinvested
Description of Contract Premium Payment Premium Payment
- ----------------------- --------------- --------------------------
<S> <C> <C>
Certificates under .70% multiplied by .30% multiplied by the
Group Modified the number of years number of years of the
Guaranteed Annuity in the Guarantee new Guarantee Period
Contract Period selected, selected, not to exceed
Form ML-AY-361 not to exceed 7% 3%
</TABLE>

In the event of a full or partial withdrawal within six months after date of
issue of a certificate, the General Agent's account will be debited in an
amount equal to 100% of the first year commission paid on the lesser of the
original premium or the amount withdrawn.
<PAGE> 20
In the event of a full or partial withdrawal within the second six months after
the date of issue of a certificate, the General Agent's account will be debited
in an amount equal to 50% of the first year commission paid on the lesser of
the original premium or the amount withdrawn.

MERRILL LYNCH LIFE INSURANCE COMPANY

By /s/ Steele C. Coddington
--------------------------------------
Steele C. Coddington, Vice President
Merrill Lynch Marketing

February 22, 1989
----------------------------------------
Date
<PAGE> 21
MERRILL LYNCH LIFE INSURANCE COMPANY

General Agent Compensation Schedule

Until further notice as provided in the General Agency Agreement dated June 27,
1990, compensation will be paid according to the following schedule for the
contracts and policies listed:

<TABLE>
<CAPTION>
**Percent of Average
Percent of Contract Value Net of
Description of Contract Each Premium Loans Each Year-End
- ----------------------- ------------ -------------------
<S> <C> <C>
Individual Variable 4.0% .0625%
Annuity Contract,
Flexible Premium,
Non-Participating
Form ML-AY-2 1185*

Form ML-AY-2 1185* sold 5.0% .0625%
as a qualified Tax-
Sheltered Annuity
</TABLE>

*And any state variations thereof.
**Until the Annuity Date.

In the event of full or partial withdrawal of contract value within the first
six months after date of issue of a contract, the General Agent's Account will
be debited in an amount equal to the lesser of 4.0% (5.0% if TSA) of the amount
withdrawn or 4.0% (5.0% if TSA) of the sum of all premiums.

In the event of full or partial withdrawal of contract value within the second
six months after date of issue of a contract, the General Agent's Account will
be debited in an amount equal to the lesser of 2.0% (2.5% if TSA) of the amount
withdrawn or 2.0% (2.5% if TSA) of the sum of all premiums.

Flexible Premium 5.0% 2.0%
Deferred Annuity
Form ML-AY-15 486*,
issued in connection
with a qualified plan

Flexible Premium 4.0% 2.0%
Deferred Annuity
Form ML-AY-15 486*,
issued in connection
with a non-qualified
plan
</TABLE>

*And any state variations thereof.
<PAGE> 22
In the event of full or partial withdrawal of contract value within six months
after the effective date of a premium payment, the General Agent's Account will
be debited in an amount equal to either:

1) 5.0% (4.0% non-qualified) of the lesser of the premium(s) or the
amount withdrawn, respecting withdrawal of premiums paid during the
first policy year, or

2) 2.0% of the lesser of the premium(s) or the amount withdrawn
respecting withdrawal of premiums paid during subsequent policy
years.

In the event of full or partial withdrawal of contract value within the second
six months after the effective date of a premium payment, the General Agent's
Account will be debited in an amount equal to either:

1) 2.5% (2.0% non-qualified) of the lesser of the premium or the
amount withdrawn, respecting withdrawal of premiums paid during
the first policy year, or

2) 1.0% respecting withdrawal of premiums paid during subsequent
policy years.

The General Agent's Account will not be debited with respect to such part of
the first withdrawal in a contract year as does not exceed 10% of the contract
value on the date of withdrawal.

. . . .

<TABLE>
<CAPTION>
Date of Issue
Description of Contract (Percent of Premium) Renewals
- ----------------------- -------------------- ------------------
<S> <C> <C>
Individual Single Premium 3.5% 2.4% on subsequent
Deferred Annuity renewals to a 5-year
Form ML-AY-9 286* guarantee period.

Beginning of each year
starting in year 6, .48%
each year on renewals
to a 1-year guarantee
period.

Individual Single Premium 3.5% 2.4 on subsequent
Deferred Annuity renewals to a 5-year
Forms ML-AY-31*, guarantee period.
ML-AY-32* and
ML-AY-33* Beginning of each year
starting in year 6,
.48% each year on
renewals to a 1-year
guarantee period.
</TABLE>

*And any state variations thereof.

In event of full or partial withdrawal within six months after date of issue of
a contract, the General Agent's Account will be debited in an amount equal to
3.5% of the lesser of the original premium or the amount withdrawn.
<PAGE> 23
In event of full or partial withdrawal within the second six months after date
of issue of a contract, the General Agent's Account will be debited in an
amount equal to 1.75% of the lesser of the original premium or the amount
withdrawn.

In the event of a full or partial withdrawal within the first six months of the
renewal of a contract to a new 5-year guarantee period, the General Agent's
Account will be debited in an amount equal to 2.4% of the lesser of the account
value or the amount withdrawn.

In the event of a full or partial withdrawal within the second six months of
the renewal of a contract to a new 5-year guarantee period, the General Agent's
Account will be debited in an amount equal to 1.2% of the lesser of the account
value or the amount withdrawn.

In the event of a full or partial withdrawal within the first six months of the
renewal of a contract to a new 1-year guarantee period, the General Agent's
Account will be debited in an amount equal to .48% of the lesser of the account
value or the amount withdrawn.

In the event of a full or partial withdrawal within the second six months of
the renewal of a contract to a new 1-year guarantee period, the General Agent's
Account will be debited in an amount equal to .24% of the lesser of the account
value or the amount withdrawn.

The General Agent's Account will not be debited with respect to such part of
the first withdrawal in a contract year as does not exceed 10% of the contract
value on the date of withdrawal.

<TABLE>
<CAPTION>
Percent of Single
Description of Contract Premium Renewal
- ----------------------- ----------------- -------
<S> <C> <C>
Single Premium Immediate 4.0% 0
Annuity (Leader)
Form ML-AY-371
</TABLE>

<TABLE>
<CAPTION> Percent of Single
Description of Contract Premium Renewal
- ----------------------- ----------------- ------------------
<S> <C>
Single Premium Immediate Percent of Renewal
Annuity (Leader) Account Value On
Form ML-AY-371 Subsequent Renewal
</TABLE>

<TABLE>
<CAPTION>
Guarantee New Guarantee
Period Period
--------- -------------
<S> <C> <C>
Group Modified 1 -Yr .70% 1 -Yr .48%
Guaranteed Annuity (ASSET I) 2 -Yr 1.40% 2 -Yr .96%
Forms ML-AY-361 (True Group) 3 -Yr 2.10% 3 -Yr 1.44%
ML-AY-362 (Non-Qual) ML-AY-372 4 -Yr 2.80% 4 -Yr 1.92%
[403(b)], ML-AY-373 [401(a)(k)], 5 -Yr 3.50% 5 -Yr 2.40%
ML-AY-374 (IRA), ML-AY-375 6 -Yr 4.20% 6 -Yr 2.88%
(Custodial IRA), ML-AY-376(457) 7 -Yr 4.90% 7 -Yr 3.36%
8 -Yr 5.60% 8 -Yr 3.84%
9 -Yr 6.30% 9 -Yr 4.32%
10 -Yr 7.00% 10 -Yr 4.80%
</TABLE>
<PAGE> 24
In the event of a full or partial withdrawal of the contract value within the
first six months after date of issue of a contract, the General Agent's Account
will be debited in an amount equal to 100% of the first year commission.

In the event of a full or partial withdrawal of the contract value within the
second six months after date of issue of a contract, the General Agent's
Account will be debited in an amount equal to 50% of the first year commission.

In the event of a full or partial withdrawal of the contract value within the
first six months after any subsequent reinvestment of a sub-account, the
General Agent's Account will be debited in an amount equal to 100% of the
renewal commission.

In the event of a full or partial withdrawal of the contract value within the
second six months after any subsequent reinvestment of a sub-account, the
General Agent's Account will be debited in an amount equal to 50% of the
renewal commission.

<TABLE>
<CAPTION>
Percent of
Description of Policy Premium Renewal
- --------------------- ---------- ----------------------
<S> <C> <C>
7-Pay interest sensitive Yr. 1 9.8% Beginning of each year
Whole Life (ML-7) Yrs. 2-7 3.5% starting in year 8:
Form ML-AL-1031 .48% x unloaned
contract value.
</TABLE>

In the event of a full surrender prior to the first premium payment in the
second contract year, the General Agent's Account will be debited in an amount
equal to 9.8% of the first year premium.

<TABLE>
<CAPTION>
Percent of
Premium Renewal
---------- ----------------------
<S> <C> <C>
Interest Sensitive Yr. 1 70% Beginning of each year
Whole Life paid up at 95 Yrs. 2-10 3% starting in year 11:
(PRIORITY I) .48% x unloaned
Form ML-AL-1041 contract value
</TABLE>

In the event of a full surrender prior to the first premium payment in the
second contract year, the General Agent's Account will be debited in an
amount equal to 70% of the first year premium.
<PAGE> 25
<TABLE>
<CAPTION>
Percent of
Description of Policy Premium
- --------------------- ----------
<S> <C>
SPWL (ML-AL-772*)
Single Premium Interest-Sensitive Whole Life Policies 4.50%

SPWL (ML-AL-790* and ML-AL-792*)
Single Premium Interest-Sensitive Whole Life Policies 5.00%
</TABLE>

*And any state variations thereof.

SPWL
In the event of full surrender within the first three (3) months after date
of issue of a policy, the General Agent's Account will be debited in an
amount equal to 4.50% of the original premium.

In the event of full surrender within the second three (3) months after
date of issue of a policy, the General Agent's Account will be debited in an
amount equal to 3.375% of the original premium.

In the event of full surrender within the third three (3) months after
date of issue of a policy, the General Agent's Account will be debited in an
amount equal to 2.250% of the original premium.

In the event of full surrender within the fourth three (3) months after
date of issue of a policy, the General Agent's Account will be debited in an
amount equal to 1.125% of the original premium.

SPWL (R-Series)
In the event of a full surrender in the first twelve (12) months after date
of issue of a policy, the General Agent's Account will be debited in an
amount equal to 5.00% of the original premium.

MERRILL LYNCH LIFE INSURANCE COMPANY

By /s/ Edward M. Pillitteri
------------------------------------
Edward M. Pillitteri
Senior Vice President

June 27, 1990
------------------------------------
Date
<PAGE> 26
MERRILL LYNCH LIFE INSURANCE COMPANY

General Agent Compensation Schedule

Until further notice as provided in the General Agency Agreement dated June 27,
1990, compensation will be paid according to the following schedule for the
contracts and policies listed:

<TABLE>
<CAPTION>
**Percent of Average
Percent of Contract Value Net of
Description of Contract Each Premium Loans Each Year-End
- ----------------------- ------------ ---------------------
<S> <C> <C>
Individual Variable 4.0% .0625%
Annuity Contract,
Flexible Premium,
Non-Participating,
Form ML-AY-2 1185*

Form ML-AY-2 1185* sold 5.0% .0625%
as a qualified Tax-
Sheltered Annuity
</TABLE>

*And any state variations thereof.
**Until the Annuity Date.

. . . .

Flexible Premium 4.0% 2.0%
Deferred Annuity
Form ML-AY-15 486*,
issued in connection
with a non-qualified
plan
</TABLE>

*And any state variations thereof.
<PAGE> 27
In the event of full or partial withdrawal of contract value within six months
after the effective date of a premium payment, the General Agent's Account will
be debited in an amount equal to either:

1) 5.0% (4.0% non-qualified) of the lesser of the premium(s) or the
amount withdrawn, respecting withdrawal of premiums paid during the
first policy year, or

2) 2.0% of the lesser of the premium(s) or the amount withdrawn
respecting withdrawal of premiums paid during subsequent policy
years.

1) 2.5% (2.0% non-qualified) of the lesser of the premium or the amount
withdrawn, respecting withdrawal of premiums paid during the first
policy year, or

2) 1.0% respecting withdrawal of premiums paid during subsequent policy
years.

The General Agent's Account will not be debited with respect to such part of
the first withdrawal in a contract year as does not exceed 10% of the contract
value on the date of withdrawal.

. . . .

<TABLE>
<CAPTION>
Date of Issue
Description of Contract (Percent of Premium) Renewals
- ----------------------- -------------------- --------
<S> <C> <C>
Individual Single Premium 3.5% 2.4% on subsequent
Deferred Annuity renewals to a 5-year
Form ML-AY-9 286* guarantee period.

Beginning of each year
starting in year 6, .48%
each year on renewals
to a 1-year guarantee
period.

Individual Single Premium 3.5% 2.4 on subsequent
Deferred Annuity renewals to a 5-year
Forms ML-AY-31*, guarantee period.
ML-AY 32* and
ML-AY-33* Beginning of each year
starting in year 6,
.48% each year on
renewals to a 1-year
guarantee period.
</TABLE>

*And any state variations thereof.

In event of full or partial withdrawal within six months after date of issue of
a contract, the General Agent's Account will be debited in an amount equal to
3.5% of the lesser of the original premium or the amount withdrawn.
<PAGE> 28
In event of full or partial withdrawal within the second six months after date
of issue of a contract, the General Agent's Account will be debited in an
amount equal to 1.75% of the lesser of the original premium or the amount
withdrawn.

The General Agent's Account will not be debited with respect to such part of
the first withdrawal in a contract year as does not exceed 10% of the contract
value on the date of withdrawal.

<TABLE>
<CAPTION>
Percent of Single
Description of Contract Premium Renewal
- ----------------------- ------------------ -------
<S> <C> <C>
Single Premium Immediate 4.0% 0
Annuity (Leader)
Form ML-AY-371
</TABLE>

<TABLE>
<CAPTION> Percent of Single
Description of Contract Premium Renewal
- ----------------------- ------- ------------------
<S> <C>
Single Premium Immediate Percent of Renewal
Annuity (Leader) Account Value On
Form ML-AY-371 Subsequent Renewal
</TABLE>
<TABLE>
<CAPTION>
Guarantee New Guarantee
Period Period
--------- -------------
<S> <C> <C>
Group Modified 1 -Yr .70% 1 -Yr .48%
Guaranteed Annuity (ASSET I) 2 -Yr 1.40% 2 -Yr .96%
Forms ML-AY-361 (True Group) 3 -Yr 2.10% 3 -Yr 1.44%
ML-AY-362 (Non-Qual) ML-AY-372 4 -Yr 2.80% 4 -Yr 1.92%
[403(b)], ML-AY-373 [401(a)(k)], 5 -Yr 3.50% 5 -Yr 2.40%
ML-AY-374 (IRA), ML-AY-375 6 -Yr 4.20% 6 -Yr 2.88%
(Custodial IRA), ML-AY-376(457) 7 -Yr 4.90% 7 -Yr 3.36%
8 -Yr 5.60% 8 -Yr 3.84%
9 -Yr 6.30% 9 -Yr 4.32%
10 -Yr 7.00% 10 -Yr 4.80%
</TABLE>
<PAGE> 29
In the event of a full or partial withdrawal of the contract value within the
first six months after date of issue of a contract, the General Agent's account
will be debited in an amount equal to 100% of the first year commission.

<TABLE>
<CAPTION>
Percent of
Description of Policy Premium Renewal
- ---------------------- ----------------------------- ----------------------
<S> <C> <C>
7-Pay interest sensitive Yr. 1 Premiums > $5,000 9.8% Beginning of each
Whole Life (ML-7) Yr. 1 Premiums up to starting in year
Form ML-AL-1031 $4,999 & issued up .48% x unloaned
to age 49 only 7.0% contract value.
Yrs. 2-7 All Premiums 3.5%
</TABLE>

In the event of a full surrender prior to the first premium payment in the
second contract year, the General Agent's Account will be debited in an amount
equal to 9.8% of the first year premium.

<TABLE>
<CAPTION>
Percent of
Premium Renewal
------------- -------
<S> <C> <C>
Interest Sensitive Yr. 1 70% Beginning of each year
Whole Life paid up at 95 Yrs. 2-10 3% starting in year 11:
(PRIORITY I) .48% x unloaned
Form ML-AL-1041 contract value
</TABLE>

<TABLE>
<CAPTION>
Percent of
Description of Policy Premium
- --------------------- -------
<S> <C>
SPWL (ML-AL-772*)
Single Premium Interest-Sensitive Whole Life Policies 4.50%

SPWL (ML-AL-790* and ML-AL-792*)
Single Premium Interest-Sensitive Whole Life Policies 5.00%

</TABLE>

*And any state variations thereof.

SPWL
In the event of full surrender within the first three (3) months after date
of issue of a policy, the General Agent's Account will be debited in an
amount equal to 4.50% of the original premium.

In the event of full surrender within the second three (3) months after
date of issue of a policy, the General Agent's Account will be debited in an
amount equal to 3.375% of the original premium.

In the event of full surrender within the third three (3) months after date
of issue of a policy, the General Agent's Account will be debited in an
amount equal to 2.250% of the original premium.

In the event of full surrender within the fourth three (3) months after date
of issue of a policy, the General Agent's Account will be debited in an
amount equal to 1.125% of the original premium.

MERRILL LYNCH LIFE INSURANCE COMPANY

By: /s/ Edward M. Pillitteri
-------------------------
Edward M. Pillitteri
Senior Vice President

August 23, 1990
-------------------------
Date

<PAGE> 31
AMENDMENT
to
General Agency Agreement
between
Merrill Lynch Life Agency Inc.
and
Merrill Lynch Life Insurance Company

The General Agency Agreement between Merrill Lynch Life Insurance Company and
Merrill Lynch Life Agency Inc. and the other corporations constituting the
General Agent as defined therein is hereby amended as follows:

1. Section 3.3 is amended by deleting "Section 3.3" therefrom and inserting
in its place "Section 3.2."

2. Section 4.5 is amended by inserting the following after, "any of such
events," and before, "the General Agent,"

",to the extent permitted under federal or state law,"

3. Section 14.3 is amended by deleting therefrom "Washington" and inserting
in its place "Arkansas."

Effective August 30, 1991.

MERRILL LYNCH LIFE INSURANCE COMPANY

By /s/ John C.R. Hele
---------------------------------
John C.R. Hele

Senior Vice President
-----------------------------------
Title

August 27, 1991
-----------------------------------
Date

ML Life Agency Inc.,
A Texas Corporation

/s/ William E. Pickens
-----------------------------------
William E. Pickens
Authorized Officer

-----------------------------------
Date
<PAGE> 32
- 2 -

Merrill Lynch Life Agency Ltd.,
A Mississippi Corporation

Merrill Lynch Life Agency Inc.,
A Washington Corporation

Merrill Lynch Life Agency Inc.,
An Alabama Corporation

Merrill Lynch Life Agency Inc.
An Arizona Corporation

Merrill Lynch Life Agency Inc.,
An Arkansas Corporation

Merrill Lynch Life Agency Inc.,
An Idaho Corporation

Merrill Lynch Life Agency Inc.,
An Illinois Corporation

Merrill Lynch Life Agency of Maine Inc.,
A Maine Corporation

Merrill Lynch Life Agency Inc.,
A Massachusetts Corporation

Merrill Lynch Life Agency Inc.,
A Montana Corporation

Merrill Lynch Life Agency Inc.,
A New Mexico Corporation

Merrill Lynch Life Agency Inc.,
A Puerto Rico Corporation

Merrill Lynch Life Agency Inc.,
A Virgin Islands Corporation

Merrill Lynch Life Agency Inc.,
An Ohio Corporation

Merrill Lynch Life Agency Inc.,
An Oklahoma Corporation

/s/ William A. Wilde
-----------------------------------
William A. Wilde
Authorized Officer

August 27, 1991
-----------------------------------
Date
<PAGE> 33
MERRILL LYNCH LIFE INSURANCE COMPANY
ADDENDUM TO GENERAL AGENCY COMPENSATION SCHEDULE

The General Agency Compensation Schedule to the General Agency
Agreement dated January 5, 1989 between Merrill Lynch Life Insurance Company
("MLLIC") and Merrill Lynch Life Agency, Inc., et al. ("MLLA") is hereby
amended due to, and as of the effective date of, the merger of Tandem Insurance
Group, Inc. ("Tandem") into Merrill Lynch Life Insurance Company, such date
being October 1, 1991.

This schedule applies to the contracts listed below on and after the
effective dates listed for such contracts, when issued by Tandem, and placed by
agents who were licensed by Tandem who were also agents of MLLA. MLLA agrees
to refund to MLLIC any commissions attributable to policies or contracts NTO'd
or wholly or partially surrendered during the first six months and 50% on any
portion of the premium surrendered during the second six months. For partial
surrenders, the recovery will be based on the amount surrendered less the 10%
free corridor amount. There will be no charge back as a result of the death of
the annuitant.

<TABLE>
<CAPTION>
Policy/Contract Commission Effective Date
- --------------- ---------- --------------
<S> <C> <C>
Single Premium
Deferred Annuity
1st Year 4% February 17, 1986
Renewal .48% x account July 1, 1989(1)
value x guarantee
period
</TABLE>

Merrill Lynch Life Insurance Company

By /s/ Barry G. Skolnick
------------------------------------
Title: Senior Vice President
------------------------------

ML Life Agency Inc.,

A Texas Corporation

By: /s/ William E. Pickens
-----------------------------------------------
William Pickens

Title: Authorized Officer
--------------------------------------------

- ---------------------
(1)The effective date reflects the date on which the parties orally
agreed to the renewal compensation.
<PAGE> 34
Merrill Lynch Life Agency, Ltd., A Mississippi
Corporation

Merrill Lynch Life Agency, Inc., A Washington
Corporation

Merrill Lynch Life Agency, Inc., An Alabama
Corporation

Merrill Lynch Life Agency, Inc., An Arizona
Corporation

Merrill Lynch Life Agency, Inc., An Arkansas
Corporation

Merrill Lynch Life Agency, Inc., An Idaho
Corporation

Merrill Lynch Life Agency, Inc., An Illinois
Corporation

Merrill Lynch Life Agency of Maine, Inc.
A Maine Corporation

Merrill Lynch Life Agency, Inc., A Massachusetts
Corporation

- 2 -
<PAGE> 35
Merrill Lynch Life Agency, Inc., A Montana
Corporation

Merrill Lynch Life Agency, Inc., A New Mexico
Corporation

Merrill Lynch Life Agency, Inc., A Puerto Rico
Corporation

Merrill Lynch Life Agency, Inc., A South Dakota
Corporation

Merrill Lynch Life Agency, Inc., A Wyoming
Corporation

Merrill Lynch Life Agency, Inc., A Virgin Islands
Corporation

By: /s/ William A. Wilde
----------------------------------------
William A. Wilde

Title: Vice President
-------------------------------------

Merrill Lynch Life Agency, Inc., An Ohio
Corporation

- 3 -
<PAGE> 36
Merrill Lynch Life Agency, Inc., An Oklahoma
Corporation

By: /s/ William A. Wilde
-------------------------------------
William A. Wilde

Title: Vice President
----------------------------------

- 4 -
<PAGE> 37
MERRILL LYNCH LIFE INSURANCE COMPANY
ADDENDUM TO GENERAL AGENCY COMPENSATION SCHEDULE

The General Agency Compensation Schedule to the General Agency Agreement
dated January 5, 1989 between Merrill Lynch Life Insurance Company ("MLLIC")
and Merrill Lynch Life Agency, Inc., et al. ("MLLA") is hereby amended due to,
and as of the introduction of new products, such date being March 17, 1992.

This schedule applies to the policies and contracts listed below on and
after the effective dates listed for such policies and contracts, when issued
by MLLIC, and placed by agents who were licensed by MLLIC and who were also
agents of MLLA. MLLA agrees to refund to MLLIC any commissions attributable to
policies or contracts NTO'd or wholly or partially surrendered during the first
six months and 50% on any portion of the premium surrendered during the second
six months. There will be no charge back as a result of the death of the
insured/annuitant.

<TABLE>
<CAPTION>
%of Investment Base/
Policy/Contract Commission Contract Value* Effective Date
- --------------- ---------- -------------------- --------------
<S> <C> <C> <C>
Flexible Premium Variable
Life Insurance
First Year and Renewal May 4, 1992(1)
First $1,500,000 7.10%
Next $2,500,000 5.10%
Excess Over $4,000,000 3.10%
At End of Policy Year One .11%

Flexible Premium Joint and Last
Survivor Variable Life Insurance
First Year and Renewal May 4, 1992(1)
First $1,500,000 7.10%
Next $2,500,000 5.10%
Excess Over $4,000,000 3.10%
At End of Policy Year One .11%

SPIAR Annuity Rider
All $$$ 4.50%

Flexible Premium Variable Annuity March 17,1992(1)
Initial Premium 5.00%
Internal 1035 Exchanges(2) 3.50%
Additional Premiums 5.00%
At End of Policy Year One .11%
Upon Annuitization** 2.40%
</TABLE>

* Until Annuity Date
** Paid only on remainder of Contract Value not subject to surrender charge

- ------------------------------
(1)Based on commencement of sales

(2)When one product is exchanged for another within MLLIC
<PAGE> 38
SIGNATURES

Merrill Lynch Life Insurance Company

By /s/ Barry G. Skolnick
----------------------------------
Barry G. Skolnick

Title Senior Vice President, General
----------------------------------
Counsel, and Secretary
----------------------------------

ML Life Agency Inc.,

A Texas Corporation

By /s/ William E. Pickens
----------------------------------
William E. Pickens

Title Chairman of the Board and
----------------------------------
President
---------

Merrill Lynch Life Agency, Ltd., A Mississippi Corporation

Merrill Lynch Life Agency, Inc., An Alabama Corporation

Merrill Lynch Life Agency, Inc., An Arizona Corporation

Merrill Lynch Life Agency, Inc., An Arkansas Corporation

Merrill Lynch Life Agency, Inc., An Idaho Corporation

Merrill Lynch Life Agency, Inc., An Illinois Corporation

Merrill Lynch Life Agency of Maine, Inc., A Maine Corporation

Merrill Lynch Life Agency, Inc., A Massachusetts Corporation

Merrill Lynch Life Agency, Inc., A Montana Corporation

Merrill Lynch Life Agency, Inc., A New Mexico Corporation

Merrill Lynch Life Agency, Inc., An Ohio Corporation

- 2 -
<PAGE> 39
Merrill Lynch Life Agency, Inc., An Oklahoma Corporation

Merrill Lynch Life Agency, Inc., A Puerto Rico Corporation

Merrill Lynch Life Agency, Inc., A South Dakota Corporation

Merrill Lynch Life Agency, Inc., A Wyoming Corporation

Merrill Lynch Life Agency, Inc., A Virgin Islands Corporation

BY /s/ William A. Wilde
----------------------------------
William A. Wilde

Title Vice President
----------------------------------

Merrill Lynch Life Agency, Inc., A Washington Corporation

By /s/ William A. Wilde
----------------------------------
William A. Wilde

Title Senior Vice President
-----------------------------------

- 3 -
<PAGE> 40
MERRILL LYNCH LIFE INSURANCE COMPANY
ADDENDUM TO GENERAL AGENCY COMPENSATION SCHEDULE

The General Agency Compensation Schedule to the General Agency Agreement
dated January 5, 1989 between Merrill Lynch Life Insurance Company ("MLLIC")
and Merrill Lynch Life Agency, Inc., et al. ("MLLA") is hereby amended due to,
and as of the introduction of new products, such date being on or about August
15, 1993.

This schedule applies to the policies listed below on and after the
effective dates listed for such policies, when issued by MLLIC, and placed by
agents who were licensed by MLLIC and who were also agents of MLLA. MLLA agrees
to refund to MLLIC any commissions attributable to policies NTO'd or wholly or
partially surrendered during the first six months and 50% on any portion of the
premium surrendered during the second six months. There will be no charge back
as a result of the death of the insured.

<TABLE>
<CAPTION>
% of Investment Base/
Policy Commission Contract Value Effective Date
- ------ ---------- --------------------- --------------
(as a % of Premium)
<S> <C> <C> <C>
Flexible Premium Variable
Universal Life Insurance

Up to Minimum Premium* 95.00% August 15, 1993(1)
Above Minimum Premium
up to 10 Base Premiums* 3.00%
Above 10 Base Premiums 3.00%
At End of Policy Year One .11%

Flexible Premium Variable
Universal-Joint and Last
Survivor Life Insurance

Up to Minimum Premium 95.00% August 15, 1993(1)
Above Minimum Premium
up to 10 Base Premiums 3.00%
Above 10 Base Premiums 3.00%
At End of Policy Year One .11%
</TABLE>

*Base Premium is the amount equal to the level annual premium necessary for the
face amount of the policy to endow on the policy anniversary nearest the
insured's 100th birthday. Minimum Premium is equal to 75% of Base Premium.

- ------------------------------
(1)Based on commencement of sales

<PAGE> 41
SIGNATURES

Merrill Lynch Life Insurance Company

By /s/ Barry G. Skolnick
----------------------------------

Title Senior Vice President, General
----------------------------------
Counsel, and Secretary
----------------------------------

ML Life Agency Inc.,
A Texas Corporation

By /s/ William E. Pickens
----------------------------------
William E. Pickens

Title Chairman of the Board and
----------------------------------
President
---------

Merrill Lynch Life Agency, Ltd., A Mississippi Corporation

Merrill Lynch Life Agency, Inc., An Alabama Corporation

Merrill Lynch Life Agency, Inc., An Arizona Corporation

Merrill Lynch Life Agency, Inc., An Arkansas Corporation

Merrill Lynch Life Agency, Inc., An Idaho Corporation

Merrill Lynch Life Agency, Inc., An Illinois Corporation

Merrill Lynch Life Agency of Maine, Inc., A Maine Corporation

Merrill Lynch Life Agency, Inc., A Massachusetts Corporation

Merrill Lynch Life Agency, Inc., A Montana Corporation

Merrill Lynch Life Agency, Inc., A New Mexico Corporation

<PAGE> 42
Merrill Lynch Life Agency, Inc, An Ohio Corporation

Merrill Lynch Life Agency, Inc, An Oklahoma Corporation

Merrill Lynch Life Agency, Inc., A Puerto Rico Corporation

Merrill Lynch Life Agency, Inc., A South Dakota Corporation

Merrill Lynch Life Agency, Inc., A Wyoming Corporation

Merrill Lynch Life Agency, Inc., A Virgin Islands Corporation

BY /s/ William A. Wilde
----------------------------------
William A. Wilde

Title Vice President
----------------------------------

Merrill Lynch Life Agency, Inc., A Washington Corporation

BY /s/ William A. Wilde
----------------------------------
William A. Wilde

Title Senior Vice President
----------------------------------

<PAGE> 1
SERVICE AGREEMENT
BETWEEN
MERRILL LYNCH INSURANCE GROUP, INC.,
FAMILY LIFE INSURANCE COMPANY
AND
MERRILL LYNCH LIFE INSURANCE COMPANY

This Service Agreement is entered into as of the 29th day of November,
1990 between Family Life Insurance Company, a Washington Corporation ("FLIC"),
Merrill Lynch Life Insurance Company, a Washington corporation ("MLLIC") and
Merrill Lynch Insurance Group, Inc., a Delaware corporation, for itself and for
its affiliates other than FLIC and MLLIC ("MLIG").

W I T N E S S E T H:

WHEREAS, FLIC is a wholly-owned subsidiary of MLIG, and MLLIC is a
wholly-owned subsidiary of FLIC, and

WHEREAS, each party to this Agreement desires to utilize certain services
to be provided by the other parties in carrying out certain of their respective
corporate functions, and

WHEREAS, each party is willing to furnish, or cause its affiliates to
furnish, such services on the terms and conditions hereinafter set forth;

NOW, THEREFORE, the parties do hereby mutually agree as follows, effective
as to FLIC and MLLIC respectively, only so long as it is an affiliate of MLIG:
<PAGE> 2
1. Each party will provide or contract or arrange with any of its
affiliates for the providing of, as available, services as listed in Exhibit I
hereto, if and to the extent requested by the other. Exhibit I may be modified
from time to time by agreement between the parties.

2. For services provided, the service recipient agrees to pay the
service provider:

(a) the amounts as may be specified in one or more Schedules, pertaining
to particular categories of services, as may be executed by the parties and
attached to and incorporated into this Agreement; or

(b) if not so specified, to pay those charges (direct and indirect) and
expenses incurred by the service provider which, as reasonably determined by
the service provider and demonstrated to the reasonable satisfaction of service
recipient, reflect actual cost of such services to the service provider,
provided that

(1) charges and expenses for personnel shall be based on a
reasonable allocation of the time spent on service recipient
matters relative to time spent on other matters;

(2) charges and expenses for property or other services shall be
based on a reasonable allocation of the proportion of and
period of time such property or services is utilized for
service recipient matters relative to that utilized for other
matters, and;
<PAGE> 3
(3) no charges or expenses shall exceed those charged by the
service provider in the relevant market for comparable
personnel, property or services as the case may be.

After the end of each month, the service provider will send the service
recipient a bill covering service charges and expenses which have been
incurred, or the amount of which has been ascertained, during such month, and
the service recipient will pay for such charges and expenses upon receipt of
the bill.

3. The book, accounts and records of MLIG, its affiliates providing
services hereunder, FLIC and MLLIC as to all transactions hereunder shall be
maintained so as to clearly and accurately disclose the nature and details of
the transactions, including such accounting information as is necessary to
support the reasonableness of the charges, expenses or fees hereunder. The
service recipient shall have the right, at its own expense, and at any
reasonable time, to make an audit of the services rendered and the amounts
charged therefor.
<PAGE> 4
4. The term of this Agreement shall commence as of the date hereinabove
indicated and continue until December 31, 1990, and thereafter shall be deemed
to be renewed automatically, upon the same terms and conditions, for successive
periods of one year each, until any party, at least 60 days prior to the
expiration of the original term or of any extended term, shall give written
notice to the other parties of its intention not to renew the Agreement,
provided that, notwithstanding the foregoing, electronic data processing
services will be made available to the service recipient for up to six months
following any such termination, if the service recipient shall so request.

5. It is understood that (a) MLIG, any of its affiliates or
subsidiaries, will invest for their own account and may act as investment
advisor for others and that MLIG or such others or persons or organizations
affiliated with MLIG could have investment interests adverse to the interests
of FLIC or MLLIC in the same or related investments; (b) MLIG is not obligated
to make available to FLIC or MLLIC any particular investment opportunity which
comes to MLIG or its subsidiaries or affiliates, regardless or whether such
opportunity is consistent with the investment policies of FLIC or MLLIC; and
(c) FLIC and MLLIC shall retain full control over their respective investment
activities, and MLIG or any of its affiliates or subsidiaries shall have no
power or authority by virtue of this Agreement, whether as agent or otherwise,
to obligate or commit FLIC or MLLIC for the acquisition or disposition of any
investment.
<PAGE> 5
6. All differences between MLIG, FLIC and MLLIC on which agreement
cannot be reached will be decided by arbitration. The arbitrators will
interpret this Agreement in accordance with the usual business practices,
rather than strict technicalities or rule of law. Three arbitrators will
decide any differences. They must be officers of life insurance companies
other than the parties to this agreement, their parents, subsidiaries and
affiliates. One of the arbitrators is to be appointed by service provider and
one by the service recipient, and these two will select a third. If the two
are unable to agree on a third, the choice will be left to the President of the
American Council of Life Insurance or its successor organization. The
arbitrators' decision will be by majority vote and no appeal will be taken from
it. The costs of the arbitration will be borne by the losing party unless the
arbitrators decide otherwise.

7. No assignment of this Agreement shall be made by any party without
the consent of the other parties.

8. Subject to the foregoing Clause 7, this Agreement shall inure to the
benefit of and be binding upon the successors and assigns of the parties
hereto.

9. This Agreement shall supersede that Management Services Agreement
between FLIC and MLLIC dated April 28, 1986.
<PAGE> 6
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the date first above written.

MERRILL LYNCH INSURANCE GROUP, INC.

By: /s/ Thomas H. Patrick
---------------------------------------

FAMILY LIFE INSURANCE COMPANY

By: /s/ James W. Grace
---------------------------------------

MERRILL LYNCH LIFE INSURANCE COMPANY

By: /s/ James W. Grace
---------------------------------------
<PAGE> 7
EXHIBIT I

To Service Agreement
Between MLIG, FLIC and MLLIC

Personnel, Property and Services (except as provided under separate agreements
or Schedules):

1. Accounting and auditing.
2. Actuarial.
3. Administration.
4. Advertising, marketing and public relations.
5. Claims (pursuant to the service recipient's guidelines and
subject to final approval by the service recipient).
6. Corporate Secretary.
7. Development of software programs.
8. Electronic date processing.
9. Financial and cash advice or management.
10. Investment advisory or management.
11. Legal.
12. Office and general supplies.
13. Payroll services.
14. Personnel.
15. Premium billing and collection.
16. Printing.
17. Product design and development.
18. Regulatory filings and reports.
19. Storage.
20. Underwriting (pursuant to the service recipient's guidelines and
subject to final approval by the service recipient).
<PAGE> 8
AMENDMENT
to
SERVICE AGREEMENT
between
MERRILL LYNCH INSURANCE GROUP, INC.
and
MERRILL LYNCH LIFE INSURANCE COMPANY

The above referenced Agreement is amended as follows:

1. MLLIC shall have ultimate control of and responsibility for any functions
delegated to the service provider under this Agreement.

2. MLLIC shall have the right to terminate this Agreement in the event the
service provider does not perform services delegated to it to the
satisfaction of MLLIC.

3. Section (a) of Clause 2 of the Agreement shall be deleted. In Section (b)
of Clause 2:

(i) the following words shall be deleted "(b) if not so
specified, to pay."

(ii) the word "reflect," shall be deleted and the word
"represent," shall be added in its place.
<PAGE> 9
4. Item 10 of Exhibit 1 is amended to read as follows:
Investment advisory or management (pursuant to the service recipient's
guidelines and subject to final approval by the service recipient).

IN WITNESS WHEREOF, the parties hereto have dully executed this Agreement as of
the 25 day of February, 1993.

MERRILL LYNCH LIFE INSURANCE COMPANY

By: /s/ Sandra K. Kelly
-----------------------------------

MERRILL LYNCH INSURANCE GROUP, INC.

By: /s/ Robert M. Bordeman
-----------------------------------

<PAGE> 1

PARTICIPATION AGREEMENT

THIS AGREEMENT is made by and among Merrill Lynch Variable
Series Funds, Inc. (the "Fund"), Merrill Lynch Life Insurance Company, an
insurance company organized under the laws of the State of Arkansas, ML Life
Insurance Company of New York, an insurance company organized under the laws of
the State of New York, Family Life Insurance Company, an insurance company
organized under the laws of the State of Washington, -----------------,
- ------------------, (collectively, the "Participating Insurance Companies")
and separate accounts of the Participating Insurance Companies that currently
invest or in the future will invest in the Fund (such separate accounts being
referred to herein as the "Separate Accounts").

WHEREAS, the Fund is registered with the Securities and
Exchange Commission under the Investment Company Act of 1940 (the "1940 Act")
as an open-end diversified investment management company; and

WHEREAS, the Fund is organized as a series fund, currently
with fourteen portfolios; and

WHEREAS, the Fund was organized as a funding vehicle for
variable annuity contracts; and

WHEREAS, the Participating Insurance Companies are desirous of
having the Fund serve as one of the funding vehicles for their respective
variable annuity contracts and/or variable life insurance contracts issued
through the Separate Accounts.

NOW, THEREFORE, and in consideration of the mutual covenants
herein contained, it is hereby agreed by and among the Participating Insurance
Companies as follows:

1. Each Participating Insurance Company shall designate
an individual to monitor for the occurrence of any event which may give rise to
the existence of any material irreconcilable conflict between the interests of
the participants of all Separate Accounts investing in the Fund, and to advise
each other Participating Insurance Company and the Board of Directors of the
Fund (the "Board"), if any such event shall occur. Such an event may include
(but will not necessarily be limited to): (a) an action by any state insurance
regulatory authority; (b) a change in applicable federal or state insurance,
tax, or securities laws or regulations, or public ruling, private letter
ruling, no action or interpretive letter, or any similar action by insurance,
tax or securities regulatory authorities; (c) an administrative or judicial
decision in any relevant proceeding; (d) the manner in which the investments of
any portfolio are being managed; or (e) a decision by a Participating Insurance
Company to disregard the voting instructions of its contract owners.
<PAGE> 2
2. (a) If a Participating Insurance Company shall have
advised the other Participating Insurance Companies of the occurrence of an
event which may give rise to a material irreconcilable conflict as provided in
paragraph 1 above, the Participating Insurance Companies shall consult with
each other in a good faith effort (i) to determine whether such event gives
rise to such a conflict and, (ii) if it does, to attempt to resolve such
conflict within a reasonable period of time without resort to the provisions of
paragraph 2(b) of this Agreement.

(b) If the Participating Insurance Companies are
unable to resolve a conflict through consultation as provided in paragraph
2(a), and if any Participating Insurance Company determines that such conflict
is a material irreconcilable conflict:

(i) if the event giving rise to the conflict
involves the inability, for state insurance regulatory or any other reason, of
one or more of the Participating Insurance Companies to invest in the Fund or
one of its portfolios unless the investment adviser or principal underwriter of
the Fund or such portfolio is changed, then such Participating Insurance
Company or Companies shall withdraw their investments from the Fund or such
portfolio within a reasonable period of time; provided, however, that if such
Participating Insurance Company or Companies own a majority of the then
outstanding shares of the Fund or such portfolio, the Participating Insurance
Companies will advise the Board that the agreement with the investment adviser
or principal underwriter, as the case may be, for the Fund or such portfolio is
to be terminated and that the Participating Insurance Companies intend to vote
their shares in the Fund to effect such termination (and if the Board does not
then terminate such agreement, the Participating Insurance Companies shall
recommend to their respective contract owners that the shares in the Fund be
voted to effect such termination); and

(ii) if the event giving rise to the conflict
involves a need to change the investment policy of the Fund or one of its
portfolios so that one or more of the participating insurance companies may
continue to invest in the Fund or such portfolio, the participating insurance
companies agree to advise the Board of Directors of the Fund of the changes in
the investment policies of the Fund or such portfolio that must be effected so
as to permit all of the participating insurance companies to continue to invest
in the Fund or such portfolio (and if required to effect such change, the
participating insurance companies will recommend to their respective contract
owners that the shares in the Fund be voted to effect such change).

(c) The Participating Insurance Company which,
pursuant to paragraph 1 of this Agreement, initially advises of an event which
may give rise to a conflict shall also advise the Board as to whether such
event in fact gave rise to a conflict and, if so, the action taken by the
Participating Insurance Companies pursuant to paragraph 2 of this Agreement to
resolve such conflict.
<PAGE> 3
3. If, as provided in paragraph 2(b) of this Agreement, it is
determined by the Participating Insurance Companies that a material
irreconcilable conflict exists and that one or more of the Participating
Insurance Companies must withdraw their assets from the Fund or one of its
portfolios (or if a Participating Insurance Company determines that it should
withdraw its assets from the Fund so as to avoid a material irreconcilable
conflict), such Company or Companies shall take whatever steps are necessary to
effect such withdrawal within a reasonable period of time, up to and including:
(a) withdrawing the assets allocable to some or all of the Separate Accounts
from the Fund or any portfolio and reinvesting such assets in a different
investment medium (including another portfolio of the Fund) or submitting the
question of whether such withdrawal should be implemented to a vote of all
affected participants and, as appropriate, withdrawing the assets of any
particular group (i.e., contract owners of one or more Participating Insurance
Companies) that votes in favor of such withdrawal, or offering to the affected
participants the option of making such a change; and (b) establishing a new
registered management investment company or management separate account. No
charge or penalty will be imposed on contract owners directly or indirectly as
a result of such a withdrawal. In no event will the Fund or the investment
adviser of the Fund be required to establish a new funding medium for any
variable insurance contract. No Participating Insurance Company will be
required to establish a new funding medium for any variable insurance contract.
No Participating Insurance Company will be required to establish a new funding
medium for any variable insurance contract if an offer to do so has been
declined by vote of a majority of participants materially adversely affected by
the material irreconcilable conflict.

4. The Participating Insurance Companies acknowledge to
the Fund that prospectus disclosure regarding potential risks of mixed and
shared funding permitted by this Agreement may be appropriate.

5. The Fund will file with its books and records all
reports received by the Board concerning potential or existing conflicts, and
the means by which it is proposed that any conflicts be resolved, will note the
receipt of such reports in the minutes of meetings of the Board and will make
such reports available to the Securities and Exchange Commission (the
"Commission") upon request.

6. Each of the Participating Insurance Companies agrees
that any action taken by it under this Agreement, including any action in
identifying and resolving any material conflicts of interest, will be carried
out with a view only to the interest of its contract owners participating in
the Fund.

7. Each Participating Insurance Company shall provide
pass-through voting privileges to all of its contract owners so long as the
Commission continues to interpret the 1940 Act to require such pass-through
voting privileges for variable insurance
<PAGE> 4
contract owners. Each Participating Insurance Company shall be responsible
for assuring that its Separate Accounts calculate voting privileges in a manner
consistent with the other Participating Insurance Companies. It is a condition
of this Agreement that each Participating Insurance Company will vote shares,
for which it has not received voting instructions as well as shares
attributable to it, in the same proportion as it votes shares for which it has
received instructions.

8. This Agreement shall terminate automatically in the
event of its assignment, unless made with the written consent of each party.

9. This Agreement shall be subject to the provisions of
the 1940 Act and the rules and regulations thereunder, including any exemptive
relief therefrom and the orders of the Commission setting forth such relief.

Executed this day of , 1994.

MERRILL LYNCH LIFE INSURANCE COMPANY

By
-------------------------------
Name:
Title:

ML LIFE INSURANCE COMPANY OF NEW YORK

By
--------------------------------
Name:
Title:

FAMILY LIFE INSURANCE COMPANY

By
--------------------------------
Name:
Title:

MERRILL LYNCH VARIABLE SERIES FUNDS, INC.

By
-------------------------------
Name:
Title:

By
--------------------------------
Name:
Title:

<PAGE>

April 25, 1994

Board of Directors
Merrill Lynch Life Insurance Company
800 Scudders Mill Road
Plainsboro, New Jersey 08536

To The Board Of Directors:

In my capacity as General Counsel of Merrill Lynch Life Insurance Company
(the "Company"), I have supervised the preparation of the registration
statements of the Merrill Lynch Life Variable Annuity Separate Account A and
Merrill Lynch Life Variable Annuity Separate Account B (the "Accounts") to be
filed by the Company with the Securities and Exchange Commission under the
Securities Act of 1933 and the Investment Company Act of 1940. Such
registration statements describe certain individual variable annuity
contracts which will participate in the Accounts.

I am of the following opinion:

(1) The Accounts are separate accounts of the Company duly created and
validly existing under Arkansas law.

(2) The individual variable annuity contracts, when issued in
accordance with the prospectus contained in the aforesaid
registration statements and upon compliance with applicable local
law, will be legal and binding obligations of the Company in
accordance with their terms.

(3) The assets held in the Accounts equal to the reserves and other
contract liabilities with respect to the Accounts will not be
chargeable with liabilities arising out of any other business the
Company may conduct.

In arriving at the foregoing opinion, I have made such examination of law and
examined such records and other documents as in my judgment are necessary or
appropriate.

I hereby consent to the filing of this opinion as an exhibit to the aforesaid
registration statements and to the reference to me under the caption "Legal
Matters" in the prospectus contained in said registration statements.

Very truly yours,

/s/ Barry G. Skolnick

Barry G. Skolnick
Senior Vice President and
General Counsel

<PAGE>

CONSENT OF SUTHERLAND, ASBILL & BRENNAN

We consent to the reference to our firm under the heading "Legal
Matters" in the prospectus included in Post-Effective Amendment No. 5 to the
Registration Statement on Form N-4 for certain variable annuity contracts issued
through Merrill Lynch Life Variable Annuity Separate Account B of Merrill Lynch
Life Insurance Company (File No. 33-45379). In giving this consent, we do not
admit that we are in the category of persons whose consent is required under
Section 7 of the Securities Act of 1933.

/s/ Sutherland, Asbill & Brennan

SUTHERLAND, ASBILL & BRENNAN

Washington, D.C.
April 22, 1994

<PAGE>

EXHIBIT 10(b)

INDEPENDENT AUDITORS' CONSENT

We consent to the use in this Post-Effective Amendment No. 5 to Registration
Statement No. 33-45379 of Merrill Lynch Life Variable Annuity Separate Account
B on Form N-4 of our reports on (i) Merrill Lynch Life Insurance Company dated
February 28, 1994, and (ii) Merrill Lynch Life Variable Annuity Separate
Account B dated January 27, 1994, appearing in the Statement of Additional
Information, which is a part of such Registration Statement, and to the
reference to us under the heading "Experts" in the Prospectus, which is a part
of such Registration Statement.

/s/ Deloitte & Touche
New York, New York
April 25, 1994