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[SUTHERLAND ASBILL & BRENNAN LLP letterhead]
May 5, 2000
VIA EDGAR TRANSMISSION
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 497(j) Filing for
Merrill Lynch Life Variable Annuity Separate Account B
(File No. 33-45379)
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Commissioners:
On behalf of Merrill Lynch Life Insurance Company (the "Company") and Merrill
Lynch Life Variable Annuity Separate Account B (the "Account"), pursuant to
Rule 497(j) under the Securities Act of 1933, I hereby certify that the form
of prospectus dated May 1, 2000 that would have been filed pursuant to
paragraph (c) of Rule 497 does not differ from that contained in the most
recent amendment to the registration statement. The text of the most recent
amendment has been filed electronically.
Please contact the undersigned at (202) 383-0314, or Mary E. Thornton of our
firm at (202) 383-0698, if you have any questions or comments regarding this
letter.
Sincerely,
/s/ KIMBERLY J. SMITH
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Kimberly J. Smith
Attachment
cc: Edward W. Diffin, Jr., Esq.
Mary E. Thornton, Esq.
