AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 23, 2003.


                                       REGISTRATION NOS. 333-73544 AND 811-10585
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

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

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

                         POST-EFFECTIVE AMENDMENT NO. 1                      [X]

                                      AND

                        REGISTRATION STATEMENT UNDER THE
                         INVESTMENT COMPANY ACT OF 1940


                                AMENDMENT NO. 2                              [X]


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

             MERRILL LYNCH LIFE VARIABLE ANNUITY SEPARATE ACCOUNT C
                           (EXACT NAME OF REGISTRANT)

                      MERRILL LYNCH LIFE INSURANCE COMPANY
                              (NAME OF DEPOSITOR)


                      1300 MERRILL LYNCH DRIVE, 2ND FLOOR


                          PENNINGTON, NEW JERSEY 08534

              (ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES)
                            ------------------------
               DEPOSITOR'S TELEPHONE NUMBER, INCLUDING AREA CODE:
                                 (609) 274-6900
                            ------------------------



                                        
NAME AND ADDRESS OF AGENT FOR SERVICE:     COPY TO:
BARRY G. SKOLNICK, ESQ.                    STEPHEN E. ROTH, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL  SUTHERLAND ASBILL & BRENNAN LLP
MERRILL LYNCH LIFE INSURANCE COMPANY       1275 PENNSYLVANIA AVENUE, N.W.
1300 MERRILL LYNCH DRIVE, 2ND FLOOR        WASHINGTON, D.C. 20004-2415
PENNINGTON, NEW JERSEY 08534




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



               [ ] immediately upon filing pursuant to paragraph (b) of Rule 485



               [X] on May 1, 2003 pursuant to paragraph (b) of Rule 485


                         (date)



               [ ] 60 days after filing pursuant to paragraph (a)(1) of Rule 485



               [ ] on ___________ pursuant to paragraph (a)(1) of Rule 485


                         (date)



           If appropriate, check the following box:



               [ ] this post-effective amendment designates a new
                   effective date for a previously filed
                   post-effective amendment.


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

                     TITLE OF SECURITIES BEING REGISTERED:
   Units of interest in a separate account under flexible premium individual
                      deferred variable annuity contracts.

                    EXHIBIT INDEX CAN BE FOUND ON PAGE C-11
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


PROSPECTUS


MAY 1, 2003

     Merrill Lynch Life Variable Annuity Separate Account C (the "Account")

         FLEXIBLE 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 Prospectus gives you information you need to know before you invest. Keep
it for future reference. Address all communications concerning the Contract to
our Service Center at the address above.

The variable annuity contract described here provides a variety of investment
features. It also provides options for income protection later in life.

It is important that you understand how the Contract works, and its benefits,
costs, and risks. First, some basics.

                              WHAT IS AN ANNUITY?

An annuity provides for the systematic liquidation of a sum of money at the
annuity date through a variety of annuity options. Each annuity option has
different protection features intended to cover different kinds of income needs.
Many of these annuity options provide income streams that can't be outlived.

                          WHAT IS A VARIABLE ANNUITY?

A variable annuity bases its benefits on the performance of underlying
investments. These investments may typically include stocks, bonds, and money
market instruments. The annuity described here is a variable annuity.

                WHAT ARE THE RISKS IN OWNING A VARIABLE ANNUITY?

A variable annuity does not guarantee the performance of the underlying
investments. The performance can go up or down. It can even decrease the value
of money you've put in. You bear all of this risk. You could lose all or part of
the money you've put in.


                          HOW DOES THIS ANNUITY WORK?

We put your premium payments as you direct into one or more subaccounts of the
Account. In turn, we invest each subaccount's assets in corresponding portfolios
("Funds") of the following:


-  MLIG VARIABLE INSURANCE TRUST

     -  Roszel/Lord Abbett Large Cap Value Portfolio
     -  Roszel/Levin Large Cap Value Portfolio
     -  Roszel/MLIM Relative Value Portfolio
     -  Roszel/Sound Large Cap Core Portfolio
     -  Roszel/INVESCO-NAM Large Cap Core Portfolio
     -  Roszel/Nicholas-Applegate Large Cap Growth Portfolio
     -  Roszel/Rittenhouse Large Cap Growth Portfolio
     -  Roszel/Seneca Large Cap Growth Portfolio
     -  Roszel/Valenzuela Mid Cap Value Portfolio
     -  Roszel/Seneca Mid Cap Growth Portfolio
     -  Roszel/NWQ Small Cap Value Portfolio

     -  Roszel/Delaware Small-Mid Cap Growth Portfolio

     -  Roszel/Lazard International Portfolio
     -  Roszel/Credit Suisse International Portfolio
     -  Roszel/Lord Abbett Government Securities Portfolio
     -  Roszel/MLIM Fixed-Income Portfolio

-  MERRILL LYNCH VARIABLE SERIES FUNDS, INC.


     -  Domestic Money Market V.I. Fund


The value of your Contract at any point in time up to the annuity date is called
your contract value. Before the annuity date, you are generally free to direct
your contract value among the subaccounts as you wish. You may also withdraw all
or part of your contract value provided the remaining contract value after
withdrawal is at least $5,000. If you die before the annuity date, we pay a
death benefit to your beneficiary.

We've designed this annuity as a long-term investment. Any money you take out of
the Contract to the extent of gain is subject to tax, and if taken before age
59 1/2 may also be subject to a 10% federal penalty tax. FOR THESE REASONS, YOU
NEED TO CONSIDER YOUR CURRENT AND SHORT-TERM INCOME NEEDS CAREFULLY BEFORE YOU
DECIDE TO BUY THE CONTRACT.

                          WHAT DOES THIS ANNUITY COST?

THIS ANNUITY DOES NOT IMPOSE ANY SALES CHARGES -- ON EITHER PURCHASES OR
WITHDRAWALS. However, we impose a number of other charges, including an
asset-based insurance charge. We provide more details on this charge, as well as
a description of all other charges, later in the Prospectus.
                            ------------------------


This Prospectus contains information about the Contract and the Account that you
should know before you invest. A Statement of Additional Information contains
more information about the Contract and the Account. We have filed the Statement
of Additional Information, dated May 1, 2003, with the Securities and Exchange
Commission. We incorporate this Statement of Additional Information by
reference. If you want to obtain this Statement of Additional Information,
simply call or write us at the phone number or address noted above. There is no
charge to obtain it. The Table of Contents for this Statement of Additional
Information is found on page 44 of this Prospectus.


The Securities and Exchange Commission maintains a web site that contains the
Statement of Additional Information, material incorporated by reference, and
other information regarding registrants that file electronically with the
Securities and Exchange Commission. The address of the site is
http://www.sec.gov.

                                        2



CURRENT PROSPECTUSES FOR THE MLIG VARIABLE INSURANCE TRUST AND THE MERRILL LYNCH
VARIABLE SERIES FUNDS, INC. MUST ACCOMPANY THIS PROSPECTUS. PLEASE READ THESE
DOCUMENTS CAREFULLY AND RETAIN THEM FOR FUTURE REFERENCE.


THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED THESE CONTRACTS OR
DETERMINED THAT THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

                                        3


                               TABLE OF CONTENTS




                                                              PAGE
                                                              ----
                                                           
DEFINITIONS.................................................     7
CAPSULE SUMMARY OF THE CONTRACT.............................     7
  Premiums..................................................     8
  The Account...............................................     8
  The Funds Available For Investment........................     9
  Fees, Charges and Credits.................................     9
     Asset-Based Insurance Charge...........................     9
     Additional Death Benefit Charge........................     9
     Contract Fee...........................................     9
     Premium Taxes..........................................    10
     Fund Expenses..........................................    10
     Contract Value Credit..................................    10
  Transfers Among Subaccounts...............................    10
  Withdrawals...............................................    10
  Death Benefit.............................................    10
  Annuity Payments..........................................    11
  Ten Day Review............................................    11
  Replacement of Contracts..................................    11
FEE TABLE...................................................    12
YIELDS AND TOTAL RETURNS....................................    13
MERRILL LYNCH LIFE INSURANCE COMPANY........................    15
THE ACCOUNT.................................................    15
  Segregation of Account Assets.............................    15
  Number of Subaccounts; Subaccount Investments.............    15
INVESTMENTS OF THE ACCOUNT..................................    15
  General Information and Investment Risks..................    15
  MLIG Variable Insurance Trust.............................    16
     Roszel/Lord Abbett Large Cap Value Portfolio...........    16
     Roszel/Levin Large Cap Value Portfolio.................    16
     Roszel/MLIM Relative Value Portfolio...................    16
     Roszel/Sound Large Cap Core Portfolio..................    17
     Roszel/INVESCO-NAM Large Cap Core Portfolio............    17
     Roszel/Nicholas-Applegate Large Cap Growth Portfolio...    17
     Roszel/Rittenhouse Large Cap Growth Portfolio..........    17
     Roszel/Seneca Large Cap Growth Portfolio...............    17
     Roszel/Valenzuela Mid Cap Value Portfolio..............    18
     Roszel/Seneca Mid Cap Growth Portfolio.................    18
     Roszel/NWQ Small Cap Value Portfolio...................    18
     Roszel/Delaware Small-Mid Cap Growth Portfolio.........    18
     Roszel/Lazard International Portfolio..................    18
     Roszel/Credit Suisse International Portfolio...........    18
     Roszel/Lord Abbett Government Securities Portfolio.....    19
     Roszel/MLIM Fixed-Income Portfolio.....................    19
  MLIG Variable Insurance Trust Subadvisers.................    19
  Merrill Lynch Variable Series Funds, Inc..................    20
     Domestic Money Market V.I. Fund........................    20
  Purchases and Redemptions of Fund Shares; Reinvestment....    20
  Material Conflicts, Substitution of Investments and
     Changes to the Account.................................    20



                                        4





                                                              PAGE
                                                              ----
                                                           
CHARGES, DEDUCTIONS AND CREDITS.............................    21
  Asset-Based Insurance Charge..............................    21
  Additional Death Benefit Charge...........................    21
  Contract Fee..............................................    21
  Other Charges.............................................    22
     Transfer Charges.......................................    22
     Tax Charges............................................    22
     Fund Expenses..........................................    22
     Premium Taxes..........................................    22
  Contract Value Credit.....................................    22
FEATURES AND BENEFITS OF THE CONTRACT.......................    23
  Ownership of the Contract.................................    23
  Issuing the Contract......................................    24
     Issue Age..............................................    24
     Information We Need To Issue the Contract..............    24
     Ten Day Right to Review................................    24
  Premiums..................................................    24
     Minimum and Maximum Premiums...........................    24
     How to Make Payments...................................    24
     Automatic Investment Feature...........................    25
     Premium Investments....................................    25
  Accumulation Units........................................    25
     How Are My Contract Transactions Priced?...............    25
     How Do We Determine The Number of Units?...............    26
  Death of Annuitant Prior to Annuity Date..................    26
  Transfers Among Subaccounts...............................    26
  Dollar Cost Averaging Program.............................    27
     What Is It?............................................    27
     Participating in the DCA Program.......................    27
     Minimum Amounts........................................    27
     When Do We Make DCA Transfers?.........................    28
  Rebalancing Program.......................................    28
  Withdrawals and Surrenders................................    28
     When and How Withdrawals are Made......................    28
     Minimum Amounts........................................    29
     Systematic Withdrawal Program..........................    29
     Surrenders.............................................    29
  Payments to Contract Owners...............................    29
  Contract Changes..........................................    30
  Death Benefit.............................................    30
     General................................................    30
     Calculation of Death Benefit...........................    31
  Spousal Continuation......................................    32
  Annuity Payments..........................................    32
  Annuity Options...........................................    33
     How We Determine Present Value of Future Guaranteed
      Annuity Payments......................................    33
     Payments of a Fixed Amount.............................    33
     Payments for a Fixed Period............................    33
     Life Annuity...........................................    34
     Life Annuity With Payments Guaranteed for 5, 10, 15, or
      20 Years..............................................    34
     Life Annuity With Guaranteed Return of Contract
      Value.................................................    34



                                        5





                                                              PAGE
                                                              ----
                                                           
     Joint and Survivor Life Annuity........................    34
     Joint and Survivor Life Annuity with Payments
      Guaranteed for 5, 10, 15, or 20 Years.................    34
     Individual Retirement Account Annuity..................    34
  Gender-Based Annuity Purchase Rates.......................    35
FEDERAL INCOME TAXES........................................    35
  Federal Income Taxes......................................    35
  Tax Status of the Contract................................    35
     Diversification Requirements...........................    35
     Owner Control..........................................    35
     Required Distributions.................................    36
  Taxation of Annuities.....................................    36
     In General.............................................    36
     Withdrawals and Surrenders.............................    36
     Annuity Payments.......................................    36
     Taxation of Death Benefit Proceeds.....................    37
  Penalty Tax on Some Withdrawals...........................    37
  Transfers, Assignments, Annuity Dates, or Exchanges of a
     Contract...............................................    37
  Withholding...............................................    37
  Multiple Contracts........................................    37
  Possible Changes In Taxation..............................    38
  Possible Charge For Our Taxes.............................    38
  Foreign Tax Credits.......................................    38
  Taxation of Qualified Contracts...........................    38
  Individual Retirement Annuities...........................    38
     Traditional IRAs.......................................    38
     Roth IRAs..............................................    38
     Other Tax Issues For IRAs and Roth IRAs................    39
  Tax Sheltered Annuities...................................    39
OTHER INFORMATION...........................................    40
  Notices and Elections.....................................    40
  Voting Rights.............................................    40
  Reports to Contract Owners................................    40
  Selling the Contract......................................    41
  State Regulation..........................................    41
  Legal Proceedings.........................................    42
  Experts...................................................    42
  Legal Matters.............................................    42
  Registration Statements...................................    42
TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL
  INFORMATION...............................................    44
APPENDIX A Premiums Compounded at 5% Explanation and
  Example...................................................   A-1
APPENDIX B Return of Premium GMDB...........................   B-1
APPENDIX C Estate Enhancer Benefit Example..................   C-1
APPENDIX D Maximum Anniversary Value Example................   D-1



                                        6


                                  DEFINITIONS

accumulation unit: A unit of measure used to compute the value of your interest
in a subaccount prior to the annuity date.

annuitant: Annuity payments may depend upon the continuation of a person's life.
That person is called the annuitant.

annuity date: The date on which annuity payments begin.

attained age: The age of a person on the contract date plus the number of full
contract years since the contract date.

beneficiary(s): The person(s) designated by you to receive payment upon the
death of an owner prior to the annuity date.

contract anniversary: The yearly anniversary of the contract date.

contract date: The effective date of the Contract. This is usually the business
day we receive your initial premium at our Service Center.

contract value: The value of your interest in the Account.

contract year: The period from the contract date to the first contract
anniversary, and thereafter, the period from one contract anniversary to the
next contract anniversary.

Individual Retirement Account or Annuity ("IRA"): A retirement arrangement
meeting the requirements of Section 408 or 408A of the Internal Revenue Code
("IRC").

net investment factor: An index used to measure the investment performance of a
subaccount from one valuation period to the next.


nonqualified contract: A Contract issued in connection with a retirement
arrangement other than a qualified arrangement described in the IRC.



qualified contract: A Contract issued in connection with a retirement
arrangement described under Section 403(b) or 408 of the IRC.


tax sheltered annuity: A Contract issued in connection with a retirement
arrangement that receives favorable tax status under Section 403(b) of the IRC.

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.

                        CAPSULE SUMMARY OF THE CONTRACT

This capsule summary provides 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.

Contracts issued in your state may provide different features and benefits from
those described in this Prospectus. This Prospectus provides a general
description of the Contracts. Your actual Contract and any endorsements are the
controlling documents. If you would like to review a copy of the Contract or any
endorsements, contact our Service Center.


The Contract is available as a nonqualified contract or tax sheltered annuity or
may be issued as an IRA or purchased through an established IRA or Roth IRA
custodial account with Merrill Lynch, Pierce, Fenner & Smith Incorporated
("MLPF&S"). Federal law limits maximum annual contributions to qualified
contracts. Transfer amounts from tax sheltered annuity plans that are not
subject to the Employee Retirement Income Security Act of 1974, as amended, will
be accepted as premium


                                        7


payments, as permitted by law. Other premium payments will not be accepted under
a Contract used as a tax sheltered annuity.

The tax advantages typically provided by a variable annuity are already
available with tax-qualified plans, including IRAs and Roth IRAs. You should
carefully consider the advantages and disadvantages of owning a variable annuity
in a tax-qualified plan, as well as the costs and benefits of the Contract (such
as the annuity income benefits), before you purchase the Contract in a
tax-qualified plan.


We offer other variable annuity contracts that have different contract features,
minimum premium amounts, fund selections, and optional programs. These other
contracts also have different charges that would affect your subaccount
performance and contract values. To obtain more information about these other
contracts, contact our Service Center or your Financial Advisor.


It may not be to your advantage to own multiple contracts issued by us or an
affiliate because only contract value under this Contract is eligible to receive
Contract Value Credits if the contract value is $250,000 or greater (see
"Contract Value Credit").

For information concerning compensation paid for the sale of Contracts, see
"Selling the Contract."

PREMIUMS


Generally, before the annuity date you can pay premiums as often as you like.
The minimum initial premium is $75,000. Subsequent premiums generally must each
be $50 or more. The maximum premium that will be accepted without Company
approval is $1,000,000. We may refuse to issue a Contract or accept additional
premiums under your Contract if the total premiums paid under all variable
annuity contracts issued by us and our affiliate, ML Life Insurance Company of
New York, on your life (or the life of any older co-owner) exceed $1,000,000.
Under an automatic investment feature, you can make subsequent premium payments
systematically from your Merrill Lynch brokerage account. For more information,
see "Automatic Investment Feature".


THE ACCOUNT


As you direct, we will put premiums into the subaccounts corresponding to the
Funds in which we invest your contract value. For the first 14 days following
the contract date, we put all premiums into the ML Domestic Money Market V.I.
Subaccount. After the 14 days, we'll put the money into the subaccounts you've
selected. In Pennsylvania, however, we won't wait 14 days. Instead, we'll invest
your premium immediately in the subaccounts you've selected. Currently, you may
allocate premiums or contract value among the available subaccounts. Generally,
within certain limits you may transfer contract value periodically among
subaccounts.


                                        8


THE FUNDS AVAILABLE FOR INVESTMENT


- FUNDS OF MLIG VARIABLE INSURANCE TRUST
     - Roszel/Lord Abbett Large Cap Value Portfolio
     - Roszel/Levin Large Cap Value Portfolio
     - Roszel/MLIM Relative Value Portfolio
     - Roszel/Sound Large Cap Core Portfolio
     - Roszel/INVESCO-NAM Large Cap Core Portfolio
     - Roszel/Nicholas-Applegate Large Cap Growth Portfolio
     - Roszel/Rittenhouse Large Cap Growth Portfolio
     - Roszel/Seneca Large Cap Growth Portfolio
     - Roszel/Valenzuela Mid Cap Value Portfolio
     - Roszel/Seneca Mid Cap Growth Portfolio
      - Roszel/NWQ Small Cap Value Portfolio

     - Roszel/Delaware Small-Mid Cap Growth Portfolio

     - Roszel/Lazard International Portfolio
     - Roszel/Credit Suisse International Portfolio
     - Roszel/Lord Abbett Government Securities Portfolio
     - Roszel/MLIM Fixed-Income Portfolio


- FUNDS OF MERRILL LYNCH VARIABLE SERIES FUNDS, INC.



     - Domestic Money Market V.I. Fund


If you want detailed information about the investment objectives of the Funds,
see "Investments of the Account" and the prospectuses for the Funds.

FEES, CHARGES AND CREDITS

  ASSET-BASED INSURANCE CHARGE

We currently impose an asset-based insurance charge of 1.85% annually to cover
certain risks. It will never exceed 1.85% annually.

The asset-based insurance charge compensates us for:

     - costs associated with the establishment, administration, and distribution
       of the Contract;

     - mortality risks we assume for the annuity payment and death benefit
       guarantees made under the Contract; and

     - expense risks we assume to cover Contract maintenance expenses.

We deduct the asset-based insurance charge daily from the net asset value of the
subaccounts. This charge ends on the annuity date.

  ADDITIONAL DEATH BENEFIT CHARGE


If you elected to combine the Estate Enhancer benefit with either the Maximum
Anniversary Value or Premiums Compounded at 5% guaranteed minimum death benefits
(see "Death Benefit"), you pay an additional annual charge. This charge equals
0.25% of the average of your contract values as of the end of each of the prior
four contract quarters. A pro rata amount of this charge is collected upon
termination of the rider or the Contract. We won't deduct this charge after the
annuity date.


  CONTRACT FEE

We impose a $50 contract fee at the end of each contract year and upon a full
withdrawal to reimburse us for expenses related to maintenance of the Contract
only if the greater of contract value, or premiums less withdrawals, is less
than $75,000. Accordingly, if your withdrawals have not decreased your
investment in the Contract below $75,000, we will not impose this annual fee. We
may also waive this fee in certain circumstances where you own more than three
Contracts. This fee ends after the annuity date.

                                        9


  PREMIUM TAXES

On the annuity date, we deduct a charge for any premium taxes imposed by a state
or local government. Premium tax rates vary from jurisdiction to jurisdiction.
They currently range from 0% to 5%. In some jurisdictions, we deduct a charge
for premium taxes from any withdrawal, surrender, or death benefit payment.

  FUND EXPENSES

You will bear the costs of advisory fees and operating expenses deducted from
Fund assets.

  CONTRACT VALUE CREDIT

If on the last business day of each month and upon termination of the Contract
your contract value is $250,000 or greater, we determine the amount of your
Contract Value Credit. We will add the sum of the Contract Value Credits
determined for each month within a calendar quarter (and termination period) to
your contract value on the last business day of each calendar quarter (and upon
termination of the Contract). The amount of Contract Value Credits, how they are
determined, and the circumstances under which they may be credited are described
under "Contract Value Credit".

YOU CAN FIND DETAILED INFORMATION ABOUT ALL FEES AND CHARGES IMPOSED ON THE
CONTRACT UNDER "CHARGES, DEDUCTIONS AND CREDITS".

TRANSFERS AMONG SUBACCOUNTS

Before the annuity date, you may transfer all or part of your contract value
among the subaccounts up to twelve times per contract year without charge. You
may make more than twelve transfers among available subaccounts, but we may
charge $25 per extra transfer. (See "Transfers".)

Two specialized transfer programs are available under the Contract. You cannot
use more than one such program at a time.

     - We offer a Dollar Cost Averaging Program where money you've put in a
       designated subaccount is systematically transferred monthly into other
       subaccounts you select without charge. The program may allow you to take
       advantage of fluctuations in Fund share prices over time. (See "Dollar
       Cost Averaging Program".) (There is no guarantee that Dollar Cost
       Averaging will result in lower average prices or protect against market
       loss.)

     - You may choose to participate in a Rebalancing Program where we
       automatically reallocate your contract value quarterly, semi-annually, or
       annually in each calendar year in order to maintain a particular
       percentage allocation among the subaccounts that you select. (See
       "Rebalancing Program".)

WITHDRAWALS

You can withdraw money from the Contract at any time during the contract year.
Additionally, under a Systematic Withdrawal Program, you may have automatic
withdrawals of a specified dollar amount made monthly, quarterly, semi-annually,
or annually. For more information, see "Systematic Withdrawal Program".

A withdrawal may have adverse tax consequences, including the imposition of a
penalty tax on withdrawals prior to age 59 1/2. Withdrawals from tax sheltered
annuities are restricted (see "Federal Income Taxes").

DEATH BENEFIT

Regardless of investment performance, this Contract provides a guaranteed
minimum death benefit ("GMDB") if you die before the annuity date.

                                        10



The death benefit equals the greatest of: premiums less adjusted withdrawals;
the contract value; or the Maximum Anniversary Value GMDB. Any Estate Enhancer
benefit is added to the death benefit.



The Maximum Anniversary Value GMDB equals the greater of premiums less
"adjusted" withdrawals or the Maximum Anniversary Value. The Maximum Anniversary
Value equals the greatest anniversary value for the Contract. An anniversary
value is calculated through the earlier of the owner's attained age 80 or date
of death.



You can find more detailed information about the death benefit, the limitations
that apply, and how it is calculated under "Death Benefit".


The payment of a death benefit may have tax consequences (see "Federal Income
Taxes").

ANNUITY PAYMENTS

Annuity payments begin on the annuity date, and payments will continue according
to the annuity option selected. You can select an annuity date but that date
cannot be earlier than the first Contract Anniversary nor later than the first
day of the month following the annuitant's 95th birthday. If you do not select
an annuity date, the annuity date for non-qualified Contracts is the first day
of the month following the annuitant's 95th birthday. The annuity date for IRA
or tax sheltered annuity Contracts is generally when the owner/annuitant reaches
age 70 1/2. You may change the scheduled annuity date at any time before annuity
payments begin.

Details about the annuity options available under the Contract can be found
under "Annuity Options".

Annuity payments may have tax consequences (see "Federal Income Taxes").

TEN DAY REVIEW

When you receive the Contract, read it carefully to make sure it's what you
want. Generally, within 10 days after you receive the Contract, you may return
it for a refund. Some states allow a longer period of time to return the
Contract. To get a refund, return the Contract to the Service Center or to the
Financial Advisor who sold it. We will then refund the greater of all premiums
paid into the Contract or the contract value as of the date you return the
Contract. For contracts issued in Pennsylvania, we'll refund the contract value
as of the date you return the Contract.

REPLACEMENT OF CONTRACTS

Generally, it is not advisable to purchase a Contract as a replacement for an
existing annuity contract. You should replace an existing contract only when you
determine that the Contract is better for you. You may have to pay a surrender
charge on your existing contract. Before you buy a Contract, ask your Financial
Advisor if purchasing a Contract could be advantageous, given the Contract's
features, benefits, and charges.

You should talk to your tax advisor to make sure that this purchase will qualify
as a tax-free exchange. If you surrender your existing contract for cash and
then buy the Contract, you may have to pay federal income taxes, including
possible penalty taxes, on the surrender. Also, because we will not issue the
Contract until we have received the initial premium from your existing insurance
company, the issuance of the Contract may be delayed.

                                        11


                                   FEE TABLE


The following tables describe the fees and expenses that you will pay when
buying, owning, and surrendering the Contract. The first table describes the
fees and expenses that you will pay at the time that you buy the Contract,
surrender the Contract, or transfer contract value between the subaccounts.
State premium taxes may also be deducted.




                                                           
CONTRACT OWNER TRANSACTION EXPENSES
Sales Load Imposed on Premiums..............................  None
Contingent Deferred Sales Charge (as a % of premium
  withdrawn)................................................  None
Transfer Fee(1).............................................   $25




The next table describes the fees and expenses that you will pay periodically
during the time that you own the Contract, not including Fund fees and expenses.
This table also includes the charges you would pay if you added optional riders
to your Contract.




                                                           
PERIODIC CHARGES OTHER THAN FUND EXPENSES
Annual Contract Fee(2)......................................   $50
Separate Account Annual Expenses (as a % of average Separate
  Account value)
     Current and Maximum Asset-Based Insurance Charge(3)....  1.85%
Additional Death Benefit Charge(4)..........................  0.25%




The next table shows the minimum and maximum total operating expenses charged by
the Funds that you may pay periodically during the time that you own the
Contract. More detail concerning each Fund's fees and expenses is contained in
the prospectus for each Fund.





             RANGE OF EXPENSES FOR THE FUNDS(5)               MINIMUM       MAXIMUM
             ----------------------------------               -------       -------
                                                                      
TOTAL ANNUAL FUND OPERATING EXPENSES (total of all expenses
  that are deducted from Fund assets, including management
  fees, 12b-1 fees, and other expenses).....................    0.57%        13.82%
NET ANNUAL FUND OPERATING EXPENSES (total of all expenses
  that are deducted from Fund assets, including management
  fees, 12b-1 fees, and other expenses -- after any
  contractual waivers or reimbursements of fees and
  expenses)(6)..............................................    0.57%         1.25%



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


(1) There is no charge for the first 12 transfers in a contract year. We
    currently do not, but may in the future, charge a $25 fee on all subsequent
    transfers.



(2) The contract fee will be assessed annually at the end of each contract year
    and upon a full withdrawal only if the greater of contract value, or
    premiums less withdrawals, is less than $75,000.



(3) If your contract value is $250,000 or greater on specified dates, a Contract
    Value Credit will be added to your contract value that effectively reduces
    the rate of this charge. This potential reduction is not reflected in the
    fee table.



(4) An additional annual charge is assessed if the Estate Enhancer benefit was
    combined with either the Maximum Anniversary Value GMDB or Premiums
    Compounded at 5% GMDB. The charge will be assessed at the end of each
    contract year based on the average of your contract values as of the end of
    each of the prior four contract quarters. We also impose a pro rata amount
    of this charge upon surrender, annuitization, death, or termination of the
    rider.



(5) The Fund expenses used to prepare this table were provided to us by the
    Funds. We have not independently verified such information. The expenses
    shown are those incurred for the year ended December 31, 2002 or estimated
    for the current year. Current or future expenses may be greater or less than
    those shown.



(6) The range of Net Annual Fund Operating Expenses takes into account
    contractual arrangements for certain Funds that require the investment
    adviser to reimburse or waive fund expenses above a specified threshold for
    a limited period of time ending no earlier than December 31, 2003. For more
    information about these arrangements, consult the prospectuses for the
    Funds.

                                        12



EXAMPLE



This Example is intended to help you compare the cost of investing in the
Contract with the cost of investing in other variable annuity contracts. These
costs include Separate Account Annual Expenses, the Additional Death Benefit
Charge, and Annual Fund Operating Expenses.



The Example assumes that you invest $10,000 in the Contract for the time periods
indicated. The Example also assumes that your investment has a 5% return each
year and assumes the maximum and minimum fees and expenses of any of the Funds.
Although your actual costs may be higher or lower, based on these assumptions,
your costs would be:



If you surrender, annuitize, or remain invested in the Contract at the end of
the applicable time period:



     Assuming the maximum fees and expenses of any Fund, your costs would be:





1 YEAR   3 YEARS
------   -------
                    
 $346    $3,323




     Assuming the minimum fees and expenses of any Fund, your costs would be:





1 YEAR   3 YEARS
------   -------
                    
 $276     $847




Because there is no contingent deferred sales charge, you would pay the same
expenses whether you surrender your Contract at the end of the applicable time
period or not, based on the same assumptions.



The Example does not reflect the $50 contract fee because, based on our
estimates of average contract size and withdrawals, its effect on the examples
shown would be negligible. They assume that the Estate Enhancer benefit is
elected and reflect the annual charge of 0.25% of the average contract value at
the end of the four prior contract quarters. Contractual waivers and
reimbursements are reflected in the first year of the example, but not in
subsequent years. See the "Charges and Discussions" section in this Prospectus
and the Fund prospectuses for a further discussion of fees and charges.



THE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES OR ANNUAL RATES OF RETURN OF ANY FUND. ACTUAL EXPENSES AND ANNUAL RATES
OF RETURN MAY BE MORE OR LESS THAN THOSE ASSUMED FOR THE PURPOSE OF THE
EXAMPLES.



Condensed financial information containing the accumulation unit value history
appears at the end of this Prospectus.


                            YIELDS AND TOTAL RETURNS

From time to time, we may advertise yields, effective yields, and total returns
for the subaccounts. These figures are based on historical earnings and do not
indicate or project future performance. We may also advertise performance of the
subaccounts in comparison to certain performance rankings and indices. More
detailed information on 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. Fund expenses influence Fund performance.


The yield of the ML Domestic Money Market V.I. Subaccount refers to the
annualized income generated by an investment in the 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 is assumed to
be reinvested. The effective yield will be slightly higher than the yield
because of the compounding effect of this assumed reinvestment.


                                        13



The yield of a subaccount (besides the ML Domestic Money Market V.I. 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
the income generated by the investment during that 30-day or one-month period is
generated each period over 12 months and is shown as a percentage of the
investment.


The average annual total return of a subaccount refers to return quotations
assuming an investment has been held in each subaccount for 1, 5 and 10 years,
or for a shorter period, if applicable. The average annual total returns
represent the average compounded rates of return that would cause an initial
investment of $1,000 to equal the value of that investment at the end of each
period. These percentages exclude any deductions for premium taxes.

We may also advertise or present yield or total return performance information
computed on different bases, but this information will always be accompanied by
average annual total returns for the corresponding subaccounts. We may also
advertise total return performance information for the Funds. We may also
present total return performance information for a subaccount for periods before
the date the subaccount commenced operations. If we do, we'll base performance
of the corresponding Fund as if the subaccount existed for the same periods as
those indicated for the corresponding Fund, with a level of fees and charges
equal to those currently imposed under the Contracts. We may also present total
performance information for a hypothetical Contract assuming allocation of the
initial premium to more than one subaccount or assuming monthly transfers from
one subaccount to designated other subaccounts under a Dollar Cost Averaging
Program. We may also present total performance information for a hypothetical
Contract assuming participation in the Rebalancing Program. This information
will reflect the performance of the affected subaccounts for the duration of the
allocation under the hypothetical Contract. It will also reflect the deduction
of charges described above. This information may also be compared to various
indices.

Advertising and sales literature for the Contracts may also compare the
performance of the subaccounts and Funds to the performance of other variable
annuity issuers in general or to the performance of particular types of variable
annuities investing in 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. Ranking services
we 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 Dow Jones Indices, the Merrill Lynch U.S.
Government Master Bond Index, the Merrill Lynch U.S. Domestic Master Bond Index,
the Morgan Stanley EAFE(R) Index, the Russell 1000(R) Index, the Russell 1000(R)
Growth Index, the Russell 1000(R) Value Index, the Russell 2000(R) Growth Index,
the Russell 2000(R) Value Index, the Russell Midcap(R) Index, the Russell
Midcap(R) Growth Index, the Russell Midcap(R) Value Index, and the Standard &
Poor's Index of 500 Common Stocks, 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 we 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. The tax deferral may be illustrated by graphs and charts and
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.

                                        14


                      MERRILL LYNCH LIFE INSURANCE COMPANY

We are a stock life insurance company organized under the laws of the State of
Washington on January 27, 1986. We changed our corporate location to Arkansas on
August 31, 1991. We are an indirect wholly owned subsidiary of Merrill Lynch &
Co., Inc., a corporation whose common stock is traded on the New York Stock
Exchange.

Our financial statements can be found in the Statement of Additional
Information. You should consider them only in the context of our ability to meet
any Contract obligation.

                                  THE ACCOUNT

The Merrill Lynch Life Variable Annuity Separate Account C (the "Account")
offers through its subaccounts a variety of investment options. Each option has
a different investment objective.

We established the Account on November 16, 2001. It is governed by Arkansas law,
our state of domicile. The Account is registered with the Securities and
Exchange Commission as a unit investment trust under the Investment Company Act
of 1940. The Account meets the definition of a separate account under the
federal securities laws. The Account's assets are segregated from all of our
other assets.

SEGREGATION OF ACCOUNT ASSETS

Obligations to contract owners and beneficiaries that arise under the Contract
are our obligations. We own all of the assets in the Account. The Account's
income, gains, and losses, whether or not realized, derived from Account assets
are credited to or charged against the Account without regard to our other
income, gains or losses. The assets in each Account will always be at least
equal to the reserves and other liabilities of the Account. If the Account's
assets exceed the required reserves and other Contract liabilities, we may
transfer the excess to our general account. Under Arkansas insurance law the
assets in the Account, to the extent of its reserves and liabilities, may not be
charged with liabilities arising out of any other business we conduct nor may
the assets of the Account be charged with any liabilities of other separate
accounts.

NUMBER OF SUBACCOUNTS; SUBACCOUNT INVESTMENTS


There are 17 subaccounts currently available through the Account. All
subaccounts invest in a corresponding portfolio of the MLIG Variable Insurance
Trust or the Merrill Lynch Variable Series Funds, Inc. Additional subaccounts
may be added or closed in the future.



Although the investment objectives and policies of certain Funds are similar to
the investment objectives and policies of other portfolios that may be managed
or sponsored by the same investment adviser, subadviser, manager, or sponsor,
nevertheless, we do not represent or assure that the investment results will be
comparable to any other portfolio, even where the investment adviser,
subadviser, or manager is the same. Differences in portfolio size, actual
investments held, fund expenses, and other factors all contribute to differences
in fund performance. For all of these reasons, you should expect investment
results to differ. In particular, certain Funds available only through the
Contract may have names similar to funds not available through the Contract. The
performance of a fund not available through the Contract does not indicate
performance of any similarly named Fund available through the Contract.


                           INVESTMENTS OF THE ACCOUNT

GENERAL INFORMATION AND INVESTMENT RISKS

Information about investment objectives, management, policies, restrictions,
expenses, risks, and all other aspects of fund operations can be found in the
Funds' prospectuses and Statements of Additional Information. Read these
carefully before investing. Fund shares are currently sold to our separate
accounts as well as separate accounts of ML Life Insurance Company of New York
(an indirect wholly owned subsidiary of Merrill Lynch & Co., Inc.) to fund
benefits under certain variable annuity and variable life

                                        15


insurance contracts. Shares of these Funds may be offered in the future to
certain pension or retirement plans.

The investment adviser or subadviser of a Fund (or their affiliates) may pay
compensation to us or our affiliates, which may be significant, in connection
with administration or other services provided with respect to the Funds and
their availability through the Contracts. The amount of this compensation is
based upon a percentage of the assets of the Fund attributable to the Contracts
and other contracts that we or our affiliates issue. These percentages differ,
and some advisers or subadvisers (or their affiliates) may pay more than others.

Generally, you should consider the Funds as long-term investments and vehicles
for diversification, but not as a balanced investment program. Many of these
Funds may not be appropriate as the exclusive investment to fund a Contract for
all contract owners. The Fund prospectuses also describe certain additional
risks, including investing on an international basis or in foreign securities
and investing in lower rated or unrated fixed income securities. There is no
guarantee that any Fund will be able to meet its investment objectives. Meeting
these objectives depends upon future economic conditions and upon how well Fund
management anticipates changes in economic conditions.


MLIG VARIABLE INSURANCE TRUST



The MLIG Trust, a Delaware business trust, is registered with the Securities and
Exchange Commission as an open-end management investment company. It currently
offers sixteen of its separate investment portfolios ("Portfolios") to the
Account.



Roszel Advisors, LLC ("Roszel Advisors") is the investment manager of the MLIG
Trust and each of the Portfolios. As investment manager, Roszel Advisors is
responsible for overall management of the Trust and retains subadvisers
("advisers") to manage the assets of each Portfolio according to its investment
objective and strategies. It is registered as an investment adviser under the
Investment Advisers Act of 1940. Roszel Advisors is an indirect subsidiary of
Merrill Lynch & Co., Inc.  Roszel Advisors' principal business address is 1300
Merrill Lynch Drive, 2nd Floor, Pennington, New Jersey 08534. As the investment
manager, it is paid fees by the Funds for its services. Roszel Advisors pays the
subadvisory fees, not the Fund. A summary of the investment objective and
strategy for each Fund is set forth below.


ROSZEL/LORD ABBETT LARGE CAP VALUE PORTFOLIO.  The Portfolio seeks long-term
capital appreciation. The Portfolio pursues its investment objective by
investing primarily in large capitalization equity securities that the adviser
believes are undervalued by the market. The adviser's approach is to invest in
stocks and sectors that it believes the market systematically misprices. The
adviser emphasizes quantitative analysis of companies and seeks to identify one
or more catalysts that are likely to increase a company's earnings over the next
several years. On the quantitative side, normalized earnings are a key factor in
assessing a security's potential future value. The adviser uses macroeconomic
and benchmark factors to manage risk and maximize risk-adjusted return for the
Portfolio.

ROSZEL/LEVIN LARGE CAP VALUE PORTFOLIO.  The Portfolio seeks long-term capital
appreciation. The Portfolio pursues its investment objective by investing
primarily in large capitalization equity securities that the adviser believes
are undervalued by the market. The adviser emphasizes fundamental analysis of
companies and often acquires securities of two companies that are similar in
many respects except that the adviser expects them to respond in different ways
to particular industry or business changes or events. The adviser seeks to
minimize performance volatility vis-a-vis the Russell 1000 Index, the
Portfolio's performance benchmark. In this regard, avoiding "downside" risk is
often as important to the adviser as pursuing "upside" potential.

ROSZEL/MLIM RELATIVE VALUE PORTFOLIO.  The Portfolio seeks long-term capital
appreciation. The Portfolio pursues its investment objective by investing
primarily in large capitalization equity securities that the adviser believes
are undervalued by the market. The adviser uses a proprietary multi-factor
screen to identify undervalued securities. Securities must meet or exceed a
minimum qualifying score in order to be

                                        16


considered for further analysis. The adviser generally stays within sector
limits to avoid overweighting or underweighting any sector by more than 50% in
comparison with the S&P 500 Index.

ROSZEL/SOUND LARGE CAP CORE PORTFOLIO.  The Portfolio seeks long-term capital
appreciation. The Portfolio pursues its investment objective by investing
primarily in large capitalization equity securities that the adviser believes
have a potential to earn a high return on capital and/or are undervalued by the
market. The adviser uses a disciplined sector weighting approach by which it
divides the securities in the S&P 500 Index, the Portfolio's performance
benchmark, into ten sectors and adjusts the weightings of investments in these
sectors such that they do not deviate more than 5% from the benchmark's
weightings. The adviser then seeks certain securities within a sector that it
believes offer better than average growth and earnings prospects. Within this 5%
tolerance, the adviser may overweight or underweight investments in various
sectors when it believes the sectors may outperform or underperform the
benchmark.

ROSZEL/INVESCO-NAM LARGE CAP CORE PORTFOLIO.  The Portfolio seeks long-term
capital appreciation. The Portfolio pursues its investment objective by
investing primarily in large capitalization equity securities that the adviser
believes have a potential to earn a high return on capital and/or are
undervalued by the market. The adviser's approach is to blend some
characteristics of value investing style with those of a growth investing style
in seeking stocks with market capitalizations greater than $2 billion. Under
normal market conditions, "value" stocks and "growth" stocks each make up
between 35% and 65% of the Portfolio's total assets. Using a quantitative
approach, the adviser constructs the Portfolio using stocks having one or more
of the following three characteristics: low share price-to-earnings ratios, high
yields, or sustained high rates of earnings growth. Investments in each category
comprise between 20% and 50% of the Portfolio.

ROSZEL/NICHOLAS-APPLEGATE LARGE CAP GROWTH PORTFOLIO.  The Portfolio seeks
long-term capital appreciation. The Portfolio pursues its investment objective
by investing primarily in large capitalization equity securities of companies
that the adviser believes have a potential for high earnings growth rates.
Generally such securities are those of well-established issuers with strong
business franchises and favorable long-term growth prospects. The adviser's
approach is to find companies that are experiencing positive change that is
timely and sustainable. Following a comprehensive risk evaluation, the adviser
constructs an investment portfolio from among the securities of such companies.

ROSZEL/RITTENHOUSE LARGE CAP GROWTH PORTFOLIO.  The Portfolio seeks long-term
capital appreciation. The Portfolio pursues its investment objective by
investing primarily in large capitalization equity securities of companies that
the adviser believes have a potential for competitive earnings growth rates.
Generally such securities are those of well-established companies with strong
business franchises and favorable long-term growth prospects. The adviser's
approach is to select companies with a minimum of $5 billion market
capitalization. The adviser focuses on the quality of a company's earnings and
seeks those with historically consistent earnings and sustainable long-term
growth rates. The adviser's goal is to provide above-average risk-adjusted
returns as compared with its benchmarks and avoiding "downside" risk is often as
important to it as is pursuing "upside" potential.

ROSZEL/SENECA LARGE CAP GROWTH PORTFOLIO.  The Portfolio seeks long-term capital
appreciation. The Portfolio pursues its investment objective by investing
primarily in large capitalization equity securities of companies that the
adviser believes have a potential for high earnings growth rates. Generally such
securities are those of well-established issuers with strong business franchises
and favorable long-term growth prospects. The adviser's approach is to acquire a
balanced mix of companies with stable demonstrated long-term growth and
companies with expected acceleration in earnings growth. To identify companies
that may experience an acceleration of earnings growth, the adviser often looks
for those providing unanticipated increases in quarterly earnings and/or upward
revisions in future earnings estimates. The adviser also uses various
quantitative techniques to control risk. To limit portfolio volatility, no more
than 5% of the Portfolio's total assets is invested in the securities of any
single issuer. The Portfolio may include mid capitalization securities from time
to time and may invest in a wide variety of income-bearing securities.

                                        17


ROSZEL/VALENZUELA MID CAP VALUE PORTFOLIO.  The Portfolio seeks long-term
capital appreciation. The Portfolio pursues its investment objective by
investing primarily in mid capitalization equity securities that the adviser
believes are undervalued by the market. The adviser focuses on stock selection
and valuation using both quantitative and qualitative analysis. The adviser's
quantitative analysis uses financial data, mainly 3- to 5-year historical
quarterly ratio analysis. Normally, the adviser follows about 180 issuers of mid
capitalization securities using approximately 25 different financial ratios. The
adviser's qualitative analysis of companies includes interviewing a company's
management as well as its customers, competitors, and suppliers, about issues
raised by the adviser's quantitative analysis. From this, the adviser compiles a
purchase list with buy and sell target prices of about 100 stocks.

ROSZEL/SENECA MID CAP GROWTH PORTFOLIO.  The Portfolio seeks long-term capital
appreciation. The Portfolio pursues its investment objective by investing
primarily in mid capitalization equity securities of companies that the adviser
believes have a potential for high and sustainable earnings growth rates. The
adviser's approach is to acquire a balanced mix of companies with stable
long-term growth and companies with expected acceleration in earnings growth. To
identify companies that may experience an acceleration of earnings growth, the
adviser often looks for those providing unanticipated increases in quarterly
earnings and/or upward revisions in future earnings estimates. The adviser also
uses various quantitative measures to control risks. In addition to equity
securities, the Portfolio also may invest in a variety of income-bearing
securities.


ROSZEL/NWQ SMALL CAP VALUE PORTFOLIO.  The Portfolio seeks long-term capital
appreciation. The Portfolio pursues its investment objective by investing
primarily in small capitalization equity securities that the adviser believes
are undervalued by the market. The adviser uses a value investing style that
emphasizes qualitative factors over quantitative ones. Although the adviser uses
traditional quantitative methods such as cash flow analysis to identify
undervalued securities, it focuses on seeking stocks under temporary selling
pressure or those of special situation companies such as turnaround candidates
or companies expected to outperform their peers due to changes in the economic
cycle. The adviser also looks for companies with potential catalysts to unlock
or improve profitability. Typical catalysts are: new management, renewed
management focus, improving fundamentals, industry consolidation and company
restructuring. The adviser generally tries to maintain the Portfolio's dollar
weighted median capitalization at or near that of its benchmark, the Russell
2000 Value Index.



ROSZEL/DELAWARE SMALL-MID CAP GROWTH PORTFOLIO (FORMERLY THE ROSZEL/NEUBERGER
BERMAN SMALL CAP GROWTH PORTFOLIO).  The Portfolio seeks long-term capital
appreciation. The Portfolio pursues its investment objective by investing
primarily in small capitalization and mid capitalization equity securities of
companies that the adviser believes have a potential for high earnings growth
rates. The adviser uses a growth investing style, seeking small and mid size
companies that offer substantial opportunities for long-term price appreciation
because they are poised to benefit from changing and dominant social and
political trends. The adviser evaluates a company's management, product
development and sales and earnings. The adviser uses a "bottom-up" approach for
this evaluation and seeks market leaders, strong product cycles, innovative
concepts and industry trends.


ROSZEL/LAZARD INTERNATIONAL PORTFOLIO.  The Portfolio seeks long-term capital
appreciation. The Portfolio pursues its investment objective by investing
primarily in equity securities of foreign issuers that the adviser believes are
undervalued by the market. The adviser uses a relative value investing style to
seek financially productive securities that are undervalued relative to their
respective industries and peers based on their earnings, cash flow or asset
values. The adviser invests in securities of relatively large established
foreign issuers located in economically developed countries.

ROSZEL/CREDIT SUISSE INTERNATIONAL PORTFOLIO.  The Portfolio seeks long-term
capital appreciation. The Portfolio pursues its investment objective by
investing primarily in equity securities of foreign issuers that the adviser
believes have a potential for strong earnings growth rates. The adviser uses a
style that combines favorable growth prospects with attractive valuations, or a
"growth at a reasonable price" strategy. The adviser invests in securities of a
wide variety of well established foreign issuers, including depository receipts.

                                        18


ROSZEL/LORD ABBETT GOVERNMENT SECURITIES PORTFOLIO.  The Portfolio seeks as high
a level of income as is consistent with investment in Government securities. The
Portfolio invests primarily in Government securities and generally maintains an
average portfolio duration of three to eight years. The Portfolio seeks to
maintain a relatively stable level of income and to limit share price
volatility. The adviser seeks to manage the duration of portfolio investments to
achieve an optimal balance of yield and corresponding interest rate risk.
Similarly, the adviser often seeks higher yields from investments in
mortgage-related Government securities when it can do so without taking on
excessive prepayment/extension risk. In this regard, mortgage-related Government
securities may make up a substantial portion of the Portfolio's assets.


ROSZEL/MLIM FIXED-INCOME PORTFOLIO.  The Portfolio seeks as high a level of
total return as is consistent with investment in high-grade income-bearing
securities. The Portfolio invests primarily in high-grade income-bearing
securities and seeks to maintain total return through duration management and
sector rotation consistent with the adviser's outlook of future interest rate
changes. The Portfolio generally maintains an average portfolio duration of
three to six years. It generally maintains an average credit quality of A or
better. The Portfolio invests in a wide variety of income-bearing securities
including mortgage-backed securities.



MLIG VARIABLE INSURANCE TRUST SUBADVISERS



The following chart lists the subadviser for each Portfolio in the MLIG Trust:





---------------------------------------------------------------------------------------------
                   PORTFOLIO                   SUBADVISER
---------------------------------------------------------------------------------------------
                                            
 Roszel/Lord Abbett Large Cap Value Portfolio  Lord, Abbett & Co. LLC
---------------------------------------------------------------------------------------------
 Roszel/Levin Large Cap Value Portfolio        John A. Levin & Co., Inc.
---------------------------------------------------------------------------------------------
 Roszel/MLIM Relative Value Portfolio          Merrill Lynch Investment Managers, L.P.
---------------------------------------------------------------------------------------------
 Roszel/Sound Large Cap Core Portfolio         Sound Capital Partners
---------------------------------------------------------------------------------------------
 Roszel/INVESCO-NAM Large Cap Core             INVESCO-National Asset Management Group
 Portfolio
---------------------------------------------------------------------------------------------
 Roszel/Nicholas-Applegate Large Cap Growth    Nicholas-Applegate Capital Management, LLC
 Portfolio
---------------------------------------------------------------------------------------------
 Roszel/Rittenhouse Large Cap Growth Portfolio Rittenhouse Asset Management, Inc.
---------------------------------------------------------------------------------------------
 Roszel/Seneca Large Cap Growth Portfolio      Seneca Capital Management LLC
---------------------------------------------------------------------------------------------
 Roszel/Valenzuela Mid Cap Value Portfolio     Valenzuela Capital Partners LLC
---------------------------------------------------------------------------------------------
 Roszel/Seneca Mid Cap Growth Portfolio        Seneca Capital Management LLC
---------------------------------------------------------------------------------------------
 Roszel/NWQ Small Cap Value Portfolio          NWQ Investment Management Company
---------------------------------------------------------------------------------------------
 Roszel/Delaware Small-Mid Cap Growth          Delaware Management Company*
 Portfolio
---------------------------------------------------------------------------------------------
 Roszel/Lazard International Portfolio         Lazard Asset Management LLC
---------------------------------------------------------------------------------------------
 Roszel/Credit Suisse International Portfolio  Credit Suisse Asset Management, LLC
---------------------------------------------------------------------------------------------
 Roszel/Lord Abbett Government Securities      Lord, Abbett & Co. LLC
 Portfolio
---------------------------------------------------------------------------------------------
 Roszel/MLIM Fixed-Income Portfolio            Merrill Lynch Investment Managers, L.P.
---------------------------------------------------------------------------------------------




* Effective March 3, 2003, Delaware Management Company replaced Neuberger Berman
  Management, Inc. as investment subadviser.


                                        19



MERRILL LYNCH VARIABLE SERIES FUNDS, INC.



The Variable Series Funds is registered with the Securities and Exchange
Commission as an open-end management investment company. It currently offers
Class A shares of the ML Domestic Money Market V.I. Fund to the Account.



Merrill Lynch Investment Managers, L.P. ("MLIM") is the investment adviser to
the ML Domestic Money Market V.I. Fund. MLIM is also the subadviser to the
Roszel/MLIM Relative Value and Roszel/MLIM Fixed-Income Portfolios of MLIG
Variable Insurance Trust. MLIM, together with its affiliates, Fund Asset
Management, L.P., Merrill Lynch Asset Management U.K., Ltd., and Merrill Lynch
Investment Managers International Ltd., (all of which may operate under the
name, "Mercury Advisors"), is a worldwide mutual fund leader, and had a total of
$439.6 billion in investment company and other portfolio assets under management
as of February, 2003. It is registered as an investment adviser under the
Investment Advisers Act of 1940. MLIM is an indirect subsidiary of Merrill Lynch
& Co., Inc. MLIM's principal business address is 800 Scudders Mill Road,
Plainsboro, New Jersey 08536. As the investment adviser, it is paid fees by the
Fund for its services. MLIM and Merrill Lynch Life Agency Inc. have entered into
a Reimbursement Agreement that limits the operating expenses paid by the
Domestic Money Market V.I. Fund in a given year to 1.25% of its average net
assets. A summary of the investment objective and strategy for the Domestic
Money Market V.I. Fund is set forth below.



DOMESTIC MONEY MARKET V.I. FUND.  This Fund seeks to preserve capital, maintain
liquidity, and achieve the highest possible current income consistent with the
foregoing objectives by investing in short-term domestic money market
securities. Although the Domestic Money Market V.I. Fund seeks to preserve
capital, it is possible to lose money by investing in this Fund. During extended
periods of low interest rates, the yields of the Domestic Money Market V.I.
Subaccount also may be extremely low and possibly negative.


PURCHASES AND REDEMPTIONS OF FUND SHARES; REINVESTMENT

The Account will purchase and redeem shares of the Funds at net asset value to
provide benefits under the Contract. Fund distributions to the Account are
automatically reinvested at net asset value in additional shares of the Funds.

MATERIAL CONFLICTS, SUBSTITUTION OF INVESTMENTS AND CHANGES TO THE ACCOUNT

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, we
may be required to eliminate one or more subaccounts of the Account or
substitute a new subaccount. In responding to any conflict, we will take the
action we believe necessary to protect our contract owners.


We may substitute a different investment option for any of the current Funds. A
substitution may become necessary if, in our judgment, a portfolio no longer
suits the purposes of the Contracts or for any other reason in our sole
discretion. This may happen due to a change in laws or regulations, or a change
in a portfolio's investment objectives or restrictions, or because the portfolio
is no longer available for investment, or for some other reason. A substituted
portfolio may have different fees and expenses. Substitution may be made with
respect to existing contract value or future premium payments, or both for some
or all classes of Contracts. Furthermore, we may close subaccounts to allocation
of premium payments or contract value, or both for some or all classes of
Contracts, at any time in our sole discretion. However, before any such
substitution, we would obtain any necessary approval of the Securities and
Exchange Commission and applicable state insurance departments. We will notify
you of any substitutions.


                                        20



We may also add new subaccounts to the Account, eliminate subaccounts in the
Account, deregister the Account under the Investment Company Act of 1940 (the
"1940 Act"), make any changes required by the 1940 Act, operate the Account 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 separate account
to another subaccount or separate account pursuant to a combination or
otherwise, and create new separate accounts. Before we make certain changes, we
may need approval of the Securities and Exchange Commission and applicable state
insurance departments. We will notify you of any changes.


                        CHARGES, DEDUCTIONS AND CREDITS

We deduct the charges described below to cover costs and expenses, services
provided, and risks assumed under the Contracts. The amount of a charge may not
necessarily correspond to the costs associated with providing the services or
benefits. We add the credit described below to your contract value in certain
circumstances where we realize cost reductions and administrative efficiencies.
This credit, if any, will effectively reduce the amount of the annual
asset-based insurance charge we collect.

ASSET-BASED INSURANCE CHARGE

We currently impose an asset-based insurance charge on the Account that equals
1.85% annually. It will never exceed 1.85%.

We deduct this charge daily from the net asset value of the subaccounts prior to
the annuity date. This amount compensates us for mortality risks we assume for
the annuity payment and death benefit guarantees made under the Contract. These
guarantees include making annuity payments which won't change based on our
actual mortality experience, and providing a GMDB under the Contract.

The charge also compensates us for expense risks we assume to cover Contract
maintenance expenses. These expenses may include issuing Contracts, maintaining
records, and performing accounting, regulatory compliance, and reporting
functions. Finally, this charge compensates us for costs associated with the
establishment, administration and distribution of the Contract, including
programs like transfers and Dollar Cost Averaging.

If the asset-based insurance charge is inadequate to cover the actual expenses
of mortality, maintenance, administration and distribution, we will bear the
loss. If the charge exceeds the actual expenses, we will add the excess to our
profit.

ADDITIONAL DEATH BENEFIT CHARGE


If you elected to combine the Estate Enhancer benefit with either the Maximum
Anniversary Value GMDB or Premiums Compounded at 5% GMDB, you will pay an annual
additional charge of 0.25% of the average of your contract values as of the end
of each of the prior four contract quarters. We won't deduct this charge after
the annuity date. We will impose a pro rata amount of this charge upon
surrender, annuitization, death, or termination of the rider between contract
anniversaries. We deduct this charge regardless of whether the Estate Enhancer
benefit has any value. The Estate Enhancer benefit is not available for newly
issued contracts.


CONTRACT FEE

We may charge a $50 contract fee each year. We will only impose this fee at the
end of each contract year and upon termination if the greater of contract value,
or premiums less withdrawals, is less than $75,000. Accordingly, if you have not
made any withdrawals from your Contract (or your withdrawals have not decreased
your investment in the Contract below $75,000), we will not impose this fee.

The contract fee reimburses us for additional expenses related to maintenance of
certain Contracts with lower contract values. We do not deduct the contract fee
after the annuity date. The contract fee will never increase.

                                        21


If the contract fee applies, we will deduct it as follows:

     - We deduct this fee from your contract value at the end of each contract
       year before the annuity date.

     - We deduct this fee from your contract value if you surrender the contract
       on any date other than at the end of each contract year.

     - We deduct this fee on a pro rata basis from all subaccounts in which your
       contract value is invested.


Currently, a contract owner of more than three of these Contracts will be
assessed no more than $150 in contract fees annually. We reserve the right to
change this limit on contract fees at any time.


OTHER CHARGES

     TRANSFER CHARGES

You may make up to twelve transfers among subaccounts per contract year without
charge. If you make more than twelve, we may, but currently do not, charge you
$25 for each extra transfer. We deduct this charge pro rata from the subaccounts
from which you are transferring contract value. Currently, transfers made by us
under the Dollar Cost Averaging Program and the Rebalancing Program will not
count toward the twelve transfers permitted among subaccounts per contract year
without charge. (See "Dollar Cost Averaging Program", "Rebalancing Program", and
"Transfers".)

     TAX CHARGES

We reserve 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.
We also reserve the right to deduct from the Account any taxes imposed on the
Account's investment earnings. (See "Tax Status of the Contract".)

     FUND EXPENSES

In calculating net asset value, the Funds deduct advisory fees and operating
expenses from assets. (See "Fee Table".) Information about those fees and
expenses also can be found in the prospectuses for the Funds, and in the
applicable Statement of Additional Information for each Fund.

     PREMIUM TAXES

Various states 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.

Premium tax rates vary from jurisdiction to jurisdiction and currently range
from 0% to 5%. Although we pay these taxes when due, we won't deduct them from
your contract value until the annuity date. 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, we will also deduct a
charge for these taxes on any withdrawal, surrender or death benefit paid 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, our status within that state, and the
premium tax laws of that state.

CONTRACT VALUE CREDIT

We may add a Contract Value Credit to your contract value if your contract value
reaches certain levels as shown below. The contract values of multiple contracts
(including other contracts issued by us or an affiliate) cannot be added
together to reach these levels. The amount, if any, is added on the last
business day of each calendar quarter as the sum of Contract Value Credits
determined for each month within that calendar quarter. Contract Value Credits,
if any, will also be credited on a pro rata basis upon termination of the
Contract due to full withdrawal, annuitization, or receipt of due proof of
death. Contract Value Credits are determined as follows:

                                        22


     (a)  Determine the Contract Value on the last business day of the month or
          date of Contract termination ("Calculation Date")

     (b) Allocate the Contract Value among the tiers shown below

     (c)  Multiply the amount in each tier by the corresponding annual credit
          percentage

     (d) Sum the results of each tier

     (e)  Multiply the number of days that the Contract was in force since the
          last Calculation Date (excluding the contract date)

     (f)  Divide by 365



                    CONTRACT VALUE TIER                       ANNUAL CREDIT PERCENTAGE
                    -------------------                       ------------------------
                                                           
Less than $250,000..........................................           0.00%
Next $250,000...............................................           0.20%
Next $250,000...............................................           0.30%
Next $250,000...............................................           0.40%
Next $1,000,000.............................................           0.50%
Next $3,000,000.............................................           0.65%
Excess over $5,000,000......................................           0.75%


                     FEATURES AND BENEFITS OF THE CONTRACT

As we describe the contract, we will often use the word "you". In this context
"you" means "contract owner".

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 can be owned by a trust or a corporation. However, special tax
rules apply to Contracts owned by "non-natural persons" such as corporations or
trusts. If you are a human being, you are considered a "natural person." You may
designate a beneficiary. If you die, the beneficiary will receive a death
benefit. You may also designate an annuitant. You may change the annuitant at
any time prior to the annuity date. If you don't select an annuitant, you are
the annuitant. If your Contract is held in a qualified plan, you should consult
with a qualified tax advisor regarding these designations.


If a non-natural person owns the Contract and changes the annuitant, the
Internal Revenue Code (IRC) requires us to treat the change as the death of a
contract owner. We will then pay the beneficiary the death benefit.


Only spouses may be co-owners of the Contract, except in Pennsylvania, New
Jersey, and Oregon. When the Contract is issued in exchange for another contract
that was co-owned by non-spouses, the Contract will be issued with non-spousal
co-owners. 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. Qualified
contracts may not have co-owners.


You may assign the Contract to someone else by giving notice to our Service
Center. Only complete ownership of the Contract may be assigned to someone else.
You can't do it in part. An assignment to a new owner cancels all prior
beneficiary designations except a prior irrevocable beneficiary designation.
Assignment of the Contract may have tax consequences or may be prohibited on
certain qualified contracts, so you should consult with a qualified tax adviser
before assigning the Contract. (See "Federal Income Taxes".)

                                        23


ISSUING THE CONTRACT

     ISSUE AGE


You can buy a nonqualified Contract if you (and any co-owner) are less than 80
years old. Annuitants on nonqualified Contracts must be less than 80 years old
when we issue the Contract. For qualified Contracts owned by natural persons,
the contract owner and annuitant must be the same person. Contract owners and
annuitants on qualified Contracts must be less than 70 1/2 years old when we
issue the Contract, unless certain exceptions are met.


     INFORMATION WE NEED TO ISSUE THE CONTRACT

Before we issue the Contract, we need certain information from you. We may
require you to complete and return a written application in certain
circumstances, such as when the Contract is being issued to replace, or in
exchange for, another annuity or life insurance contract. Once we review and
approve the application or the information provided, and you pay the initial
premium, we'll issue a Contract. Generally, we'll issue the Contract and invest
the premium within two business days of our receiving your premium. If we
haven't received necessary information within five business days, we will return
the premium and no Contract will be issued.

     TEN DAY RIGHT TO REVIEW

When you get the Contract, review it carefully to make sure it is what you
intended to purchase. Generally, within ten days after you receive the Contract,
you may return it for a refund. The Contract will then be deemed void. Some
states allow a longer period of time to return the Contract, particularly if the
Contract is replacing another contract. To get a refund, return the Contract to
our Service Center or to the Financial Advisor who sold it. We will then refund
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 Pennsylvania, we'll
refund the contract value as of the date the Contract is returned.

PREMIUMS

     MINIMUM AND MAXIMUM PREMIUMS


The initial premium payment must be $75,000 or more. Subsequent premium payments
generally must each be $50 or more. You can make subsequent premium payments at
any time before the annuity date. The maximum premium that will be accepted
without Company approval is $1,000,000. We may refuse to issue a Contract or
accept additional premiums under your Contract if the total premiums paid under
all variable annuity contracts issued by us and our affiliate, ML Life Insurance
Company of New York, on your life (or the life of any older co-owner) exceed
$1,000,000. We also reserve the right to reject subsequent premium payments for
any other reason.


The Contract is available as a non-qualified contract or may be issued as an IRA
or purchased through an established IRA or Roth IRA custodial account with
MLPF&S. Federal law limits maximum annual contributions to qualified contracts.
Transfer amounts from tax sheltered annuity plans that are not subject to the
Employee Retirement Income Security Act of 1974, as amended, will be accepted as
premium payments, as permitted by law. Other premium payments will not be
accepted under a Contract used as a tax sheltered annuity. We may waive the $50
minimum for premiums paid under IRA Contracts held in custodial accounts with
MLPF&S where you're transferring the complete cash balance of such account into
a Contract.

     HOW TO MAKE PAYMENTS

You can pay premiums directly to our Service Center at the address printed on
the first page of this Prospectus or have money debited from your MLPF&S
brokerage account.

                                        24


     AUTOMATIC INVESTMENT FEATURE

You may make systematic premium payments on a monthly, quarterly, semi-annual or
annual basis. Each payment must be for at least $50. Premiums paid under this
feature must be deducted from an MLPF&S brokerage account specified by you and
acceptable to us. You must specify how premiums paid under this feature will be
allocated among the subaccounts. If you select the Rebalancing Program, premiums
will be allocated based on the subaccounts and percentages you have selected for
the program. You may change the specified premium amount, the premium
allocation, or cancel the Automatic Investment Feature at any time upon notice
to us. We reserve the right to make changes to this program at any time.

     PREMIUM INVESTMENTS


For the first 14 days following the contract date, we'll hold all premiums in
the ML Domestic Money Market V.I. Subaccount. After the 14 days, we'll
reallocate the contract value to the subaccounts you selected. (In Pennsylvania,
we'll invest all premiums as of the contract date in the subaccounts you
selected.)



Currently, you may allocate your premium among all of the available subaccounts.
Allocations must be made in whole numbers. For example, 12% of a premium
received may be allocated to the Levin Large Cap Value Subaccount, 58% allocated
to the Lazard International Subaccount, and 30% to the Lord Abbett Government
Securities Subaccount. However, you may not allocate 33 1/3% to the Levin Large
Cap Value Subaccount and 66 2/3% to the Lord Abbett Government Securities
Subaccount. If we don't get allocation instructions when we receive subsequent
premiums, we will allocate those premiums according to the allocation
instructions you last gave us. We reserve the right to modify the limit on 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 for a subaccount varies daily with the performance and
expenses of the corresponding Fund. We use this value to determine the number of
subaccount accumulation units represented by your investment in a subaccount.

                    HOW ARE MY CONTRACT TRANSACTIONS PRICED?

We calculate an accumulation unit value for each subaccount at the close of
business on each day that the New York Stock Exchange is open. Transactions are
priced, which means that accumulation units in your Contract are purchased
(added to your Contract) or redeemed (taken out of your contract), at the unit
value next calculated after our Service Center receives notice of the
transaction. For premium payments, transfers into a subaccount, or Contract
Value Credits, units are purchased. For payment of Contract proceeds (i.e.,
withdrawals, surrenders, annuitization, and death benefits), transfers out of a
subaccount, and deductions for any contract fee, any additional death benefit
charge, any transfer charge, and any premium taxes due, units are redeemed.

                                        25


                    HOW DO WE DETERMINE THE NUMBER OF UNITS?

We determine the number of accumulation units purchased by dividing the dollar
value of the premium payment, amount transferred into the subaccount, or
Contract Value Credit by the value of one accumulation unit for that subaccount
for the valuation period in which the premium payment, transfer, or Contract
Value Credit is made. Similarly, we determine the number of accumulation units
redeemed by dividing the dollar value of the amount of the Contract proceeds
(i.e., withdrawals, surrenders, annuitization, and death benefits), transfers
out of a subaccount, and deductions for any contract fee, any additional death
benefit charge, any transfer charge, and any premium taxes due from a subaccount
by the value of one accumulation unit for that subaccount for the valuation
period in which the redemption is made. The number of subaccount accumulation
units for a Contract will therefore increase or decrease as these transactions
are made. The number of subaccount accumulation units for a Contract will not
change as a result of investment experience or the deduction of asset-based
insurance charges. Instead, this charge and investment experience are reflected
in the accumulation unit value.

When we establish a subaccount, we set an initial value for an accumulation unit
(usually, $10). Accumulation unit values increase, decrease, or stay the same
from one valuation period to the next. An accumulation unit value for any
valuation period is determined by multiplying the accumulation unit value for
the prior valuation period by the net investment factor for the subaccount for
the current valuation period.

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, we
determine the net investment factor 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. We subtract from that result the
daily equivalent of the asset-based insurance charge for the valuation period.
We also take reinvestment of dividends and capital gains into account when we
determine the net investment factor.

We may adjust the net investment factor to make provisions for any change in tax
law that requires us to pay tax on earnings in the Account or any charge that
may be assessed against the Account for assessments or premium taxes or federal,
state or local excise, profits or income taxes measured by or attributable to
the receipt of premiums. (See "Other Charges".)


DEATH OF ANNUITANT PRIOR TO ANNUITY DATE


If the annuitant dies before the annuity date, and the annuitant is not a
contract owner, the owner, provided the owner is a natural person, may designate
a new annuitant. If a new annuitant is not designated, the contract owner will
become the annuitant. If any contract owner is not a natural person, no new
annuitant may be named and the death benefit will be paid to the beneficiary.

TRANSFERS AMONG SUBACCOUNTS

Before the annuity date, you may transfer all or part of your contract value
among the subaccounts up to twelve times per contract year without charge. You
can make additional transfers among subaccounts, but we may charge you $25 for
each extra transfer. We will deduct the transfer charge pro rata from among the
subaccounts you're transferring from. Currently, transfers made by us under the
Dollar Cost Averaging Program and the Rebalancing Program will not count toward
the twelve transfers permitted among subaccounts per contract year without
charge. (See "Dollar Cost Averaging Program" and "Rebalancing

                                        26


Program".) We reserve the right to change the number of additional transfers
permitted each contract year.

Transfers among subaccounts may be made in specific dollar amounts or as a
percentage of contract value. You must transfer at least $100 or the total value
of a subaccount, if less.


You may request transfers in writing or by telephone, once we receive proper
telephone authorization. Transfer requests may also be made through your Merrill
Lynch Financial Advisor, or another person you designate, once we receive proper
authorization. Transfers will take effect as of the end of the valuation period
on the date the Service Center receives the request. We will consider telephone
transfer requests received after 4:00 p.m. (ET) to be received the following
business day.



An excessive number of transfers, including short-term "market timing"
transfers, may adversely affect the performance of the underlying Fund in which
a subaccount invests. If, in our sole opinion, a pattern of excessive transfers
develops, we reserve the right not to process a transfer request. We also
reserve the right not to process a transfer request when the sale or purchase of
shares of a Fund is not reasonably practicable due to actions taken or
limitations imposed by the Fund. We will notify any affected contract owner in a
timely manner of any actions we take to restrict their ability to make
transfers.


DOLLAR COST AVERAGING PROGRAM

     WHAT IS IT?


The Contract offers an optional transfer program called Dollar Cost Averaging
("DCA"). This program allows you to reallocate money at monthly intervals from a
designated subaccount to one or more other subaccounts. The DCA Program is
intended to reduce the effect of short term price fluctuations on investment
cost. Since we transfer the same dollar amount to selected subaccounts monthly,
the DCA Program allows you to purchase more accumulation units when prices are
low and fewer accumulation units when prices are high. Therefore, you may
achieve a lower average cost per accumulation unit over the long-term. However,
it is important to understand that a DCA Program does not assure a profit or
protect against loss in a declining market. If you choose to participate in the
DCA Program you should have the financial ability to continue making transfers
through periods of fluctuating markets.


If you choose to participate in the DCA Program, each month we will transfer
amounts from the subaccount that you designate and allocate them, in accordance
with your allocation instructions, to the subaccounts that you select.

If you choose the Rebalancing Program, you cannot use the DCA Program. We
reserve the right to make changes to this program at any time.

     PARTICIPATING IN THE DCA PROGRAM


You can choose the DCA Program any time before the annuity date. You may elect
the DCA Program in writing or by telephone, once we receive proper telephone
authorization. Once you start using the DCA Program, you must continue it for at
least three months. After three months, you may cancel the DCA Program at any
time by notifying us in a form satisfactory to us. Once you reach the annuity
date, you may no longer use this program.


     MINIMUM AMOUNTS

To elect the DCA Program, you need to have a minimum amount of money in the
designated subaccount. We determine the amount required by multiplying the
specified length of your DCA Program in months by your specified monthly
transfer amount. Amounts of $100 or more must be allotted for transfer each
month in the DCA Program. We reserve the right to change these minimums.
Allocations must be designated in whole percentage increments. No specific
dollar amount designations may be made. Should the amount in your selected
subaccount drop below the selected monthly transfer amount, we'll notify you
that you need to put more money in to continue the program.

                                        27


     WHEN DO WE MAKE DCA TRANSFERS?


You select the date for DCA transfers, within certain limitations. We will make
the first DCA transfer on the selected date following the later of 14 days after
the contract date or the date we receive notice of your DCA election at our
Service Center. We'll make subsequent DCA transfers on the same day of each
succeeding month. Currently, we don't charge for DCA transfers; they are in
addition to the twelve annual transfers permitted without charge under the
Contract.


REBALANCING PROGRAM

Under the Rebalancing Program, we will allocate your premiums and rebalance your
contract value quarterly, semi-annually, or annually according to the frequency,
subaccounts and percentages you select based on your investment goals and risk
tolerance.

After you elect the Rebalancing Program, we allocate your premiums in accordance
with the subaccounts and percentages you have selected. Depending on the
frequency you select (on the last business day of each calendar quarter for
quarterly rebalancing, on the last business day of June and December for
semi-annual rebalancing, or on the last business day of December for annual
rebalancing), we automatically reallocate your contract value to maintain the
particular percentage allocation among the subaccounts that you have selected.
You may change the frequency of your Rebalancing Program at any time.

We perform this periodic rebalancing to take account of:

     - increases and decreases in contract value in each subaccount due to
       subaccount performance, and

     - increases and decreases in contract value in each subaccount due to
       withdrawals, transfers, and premiums.


The Rebalancing Program can be elected at issue or at any time after issue. You
may elect the Rebalancing Program in writing or by telephone, once we get proper
telephone authorization. If you elect the Rebalancing Program, you must include
all contract value in the program. We allocate all systematic investment
premiums and, unless you instruct us otherwise, all other premiums in accordance
with the subaccount allocations that you have selected. The percentages that you
select under the Rebalancing Program will override any prior percentage
allocations that you have chosen and we will allocate all future premiums
accordingly. You may change your allocations at any time. Once elected, you may
instruct us, in a form satisfactory to us, at any time to terminate the program.
Currently, we don't charge for transfers under this program; they are in
addition to the twelve annual transfers permitted without charge under the
Contract.


We reserve the right to make changes to this program at any time. If you choose
the DCA Program, you cannot use the Rebalancing Program.

WITHDRAWALS AND SURRENDERS

     WHEN AND HOW WITHDRAWALS ARE MADE

Before the annuity date, you may make lump-sum withdrawals from the Contract at
any time during the contract year. In addition, you may make systematic
withdrawals, discussed below. Withdrawals are subject to tax to the extent of
gain and prior to age 59 1/2 may also be subject to a 10% federal penalty tax.
Certain withdrawals from Roth IRAs are tax-free, and withdrawals from tax
sheltered annuities are not generally permitted before age 59 1/2, death,
disability, separation from service or hardship. (See "Federal Income Taxes".)

Unless you direct us otherwise, we will make lump-sum withdrawals from
subaccounts in the same proportion as the subaccounts bear to your contract
value. You may make a withdrawal request in writing to our Service Center. You
may withdraw money by telephone, once you've submitted a proper telephone
authorization form to our Service Center, but only if the amount withdrawn is to
be paid into a Merrill

                                        28


Lynch brokerage account or sent to the address of record. We will consider
telephone withdrawal requests received after 4:00 p.m. (ET) to be received the
following business day.

     MINIMUM AMOUNTS

The minimum amount that may be withdrawn is $100. At least $5,000 must remain in
the Contract after you make a withdrawal. We reserve the right to change these
minimums.

     SYSTEMATIC WITHDRAWAL PROGRAM

You may have automatic withdrawals of a specified dollar amount made monthly,
quarterly, semi-annually or annually. Each withdrawal must be for at least $100
and the remaining contract value must be at least $5,000. You may change the
specified dollar amount or frequency of withdrawals or stop the Systematic
Withdrawal Program at any time upon notice to us. We will make systematic
withdrawals from subaccounts in the same proportion as the subaccounts bear to
your contract value. We reserve the right to restrict the maximum amount that
may be withdrawn each year under the Systematic Withdrawal Program and to make
any other changes to this program at any time.

     SURRENDERS


At any time before the annuity date you may surrender the Contract through a
full withdrawal. Any request to surrender the Contract must be in writing. The
Contract must be delivered to our Service Center. We will pay you an amount
equal to the contract value as of the end of the valuation period when we
process the surrender, minus any applicable contract fee, minus any applicable
additional death benefit charge, plus any applicable Contract Value Credits, and
minus any applicable charge for premium taxes. (See "Charges, Deductions and
Credits.") Surrenders are subject to tax and, prior to age 59 1/2, may also be
subject to a 10% federal penalty tax. Certain surrenders of Roth IRAs are
tax-free, and surrenders of tax sheltered annuities before age 59 1/2, death,
disability, severance from employment, or hardship may be restricted unless
proceeds are transferred to another tax sheltered annuity arrangement. (See
"Federal Income Taxes".)


PAYMENTS TO CONTRACT OWNERS

We'll make any payments to you usually within seven days of our Service Center
receiving your proper request. However, we may delay any payment, or delay
processing any annuity payment or transfer request if:

     (a) the New York Stock Exchange is closed;

     (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 making it not reasonably practicable to dispose of securities
         held in the Account or to determine the value of the Account's 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.


Federal laws designed to counter terrorism and prevent money laundering might,
in certain circumstances, require us to block a contract owner's ability to make
certain transactions and thereby refuse to accept any request for transfers,
withdrawals, surrenders, or death benefits, until instructions are received from
the appropriate regulator. We may also be required to provide additional
information about you and your Contract to government regulators.


                                        29


CONTRACT CHANGES

Requests to change the owner, beneficiary, annuitant, or annuity date of a
Contract will take effect as of the date you sign such a request, unless we have
already acted in reliance on the prior status. We are not responsible for the
validity of such a request.

If you change the owner or annuitant on a nonqualified Contract, the new owner
or annuitant must be less than 80 years old. For qualified Contracts, if you
change the owner or annuitant, the new owner or annuitant must be less than
70 1/2 years old.

The Estate Enhancer benefit will terminate upon a non-spousal ownership change,
or upon a spousal ownership change where the new spousal owner was over attained
age 75 as of the effective date of the Estate Enhancer rider. Any applicable
additional death benefit charge will be deducted on the date that the Estate
Enhancer benefit terminates.

You may change the owner of the Contract to your spouse without terminating the
Estate Enhancer benefit provided that your spouse is younger than attained age
76 on the effective date. After such a change in owner, the amount of the Estate
Enhancer benefit will be based on the attained age of your spouse on the
effective date, if older than the oldest owner since that date.

If the Estate Enhancer benefit terminates and you did not elect the Estate
Enhancer benefit in combination with either the Maximum Anniversary Value GMDB
or the Premiums Compounded at 5% GMDB, the asset-based insurance charge will not
be reduced. This results in a loss of benefits without a corresponding reduction
in charges.

DEATH BENEFIT

     GENERAL


Regardless of investment experience, the Contract provides a guaranteed minimum
death benefit ("GMDB") to the beneficiary if you die before the annuity date.
The death benefit for newly issued Contracts is the Maximum Anniversary Value
GMDB. (If an owner is a non-natural person, then the death of the annuitant will
be treated as the death of the owner.)



We will pay the death benefit in a lump sum unless the beneficiary chooses an
annuity payment option available under the Contract. (See "Annuity Options".)
However, if you die before the annuity date, federal tax law generally requires
us to distribute the entire contract value within five years of your date of
death. Special rules may apply to a surviving spouse. (See "Federal Income
Taxes".)


We determine the death benefit as of the date we receive certain information at
our Service Center. We call this information due proof of death. It consists of
the Beneficiary Statement, a certified death certificate, and any additional
documentation we may need to process the death claim. If we haven't received the
other documents within 60 days following our receipt of a certified death
certificate, we will consider due proof of death to have been received and we
will pay the death benefit in a lump sum.

If the age of an owner or annuitant, if the owner is a non-natural person, is
misstated, any death benefit will be adjusted to reflect the correct age. Unless
you irrevocably designated a beneficiary, you may change the beneficiary at any
time before the annuity date.

Death benefit proceeds, including any Estate Enhancer benefit, are taxable to
the extent of gain. (See "Federal Income Taxes -- Taxation of Death Benefit
Proceeds".)

                                        30



EXISTING CONTRACT OWNERS PLEASE NOTE:  The death benefit applicable to your
Contract may vary from the description in the text below. Prior to December 12,
2002, we offered several death benefit options. If you applied for your Contract
prior to that date, you may have selected Premiums Compounded at 5% GMDB or
Estate Enhancer benefit with Return of Premium GMDB as your death benefit or you
may have added the Estate Enhancer as an optional benefit to your Contract.



If you elected Premiums Compounded at 5% GMDB as your death benefit, see
APPENDIX A for a description of the death benefit that applies to your Contract.



If you elected the Estate Enhancer with the Return of Premium GMDB as your death
benefit, see APPENDIX B for a description of the death benefit that applies to
your Contract.



If you elected the Estate Enhancer benefit and added it to the Maximum
Anniversary Value GMDB or the Premiums Compounded at 5% GMDB, see APPENDIX C for
a description of how the Estate Enhancer benefit will affect your death benefit.



If you would like assistance in determining which death benefit applies to your
Contract, please refer to the Contract or contact the Service Center at (800)
535-5549.


     CALCULATION OF DEATH BENEFIT


The death benefit is equal to the greatest of:



     (i)  the contract value;



     (ii) the premiums paid into the Contract less "adjusted" withdrawals from
          the Contract; or



     (iii) the Maximum Anniversary Value.



For this formula, each "adjusted" withdrawal equals the amount withdrawn
multiplied by the greater of [(a) or (b)] / (c) where:

a = premiums paid into the Contract less previous "adjusted" withdrawals;

b = the Maximum Anniversary Value; and

c = the contract value.

Values for (a), (b), and (c) are calculated immediately prior to the
withdrawal.

The Maximum Anniversary Value is equal to the greatest anniversary value for the
Contract. An anniversary value is equal to the contract value on a contract
anniversary increased by premium payments and decreased by "adjusted"
withdrawals since that anniversary. "Adjusted" withdrawals are calculated
according to the formula that appears immediately above this section.


To determine the Maximum Anniversary Value, we will calculate an anniversary
value for each contract anniversary through the earlier of your attained age 80
or the anniversary on or prior to your date of death. If the contract has
co-owners, we will calculate the anniversary value through the earlier of the
older owner's attained age 80 or the anniversary on or prior to any owner's date
of death if a death benefit is payable. If an owner is a non-natural person,
then the annuitant's age, rather than the owner's age, will be used to determine
the Maximum Anniversary Value.


We will calculate the Maximum Anniversary Value based on your age (or the age of
the older owner, if the Contract has co-owners, or the annuitant, if the owner
is a non-natural person) on the contract date. Subsequent changes in owner will
not increase the period of time used to determine the Maximum Anniversary Value.
If a new owner has not reached attained age 80 and is older than the owner whose
age is being used to determine the Maximum Anniversary Value at the time of the
ownership change, the period of time used in the calculation of the Maximum
Anniversary Value will be based on the age of the new owner at the time of the
ownership change. If at the time of an ownership change the new owner is
attained age 80 or over, we will use the Maximum Anniversary Value as of the
anniversary on or prior to the ownership change, increased by premium payments
and decreased by "adjusted" withdrawals since that anniversary.

                                        31



FOR AN EXAMPLE OF THE CALCULATION OF THE MAXIMUM ANNIVERSARY VALUE GMDB, SEE
APPENDIX D.



SPOUSAL CONTINUATION



If your beneficiary is your surviving spouse, your spouse may elect to continue
the Contract if you die before the annuity date (except under tax sheltered
annuities). Your spouse becomes the contract owner and the beneficiary until
your spouse names a new beneficiary. If the death benefit, including any Estate
Enhancer benefit, which would have been paid to the surviving spouse is greater
than the contract value as of the date we determine the death benefit, we will
increase the contract value of the continued Contract to equal the death benefit
we would have paid to the surviving spouse. Your interest in each subaccount
then available for investment will be increased by any excess of the death
benefit over your contract value multiplied by the ratio of your contract value
in each subaccount available for investment to your total contract value in the
subaccounts available for investment prior to the increase.



If the surviving spouse is attained age 75 or younger on the date he or she
elects to continue the Contract, the Estate Enhancer benefit will also be
continued, if applicable. We will use the date the surviving spouse elects to
continue the Contract as the effective date, and the percentages used in the
calculations described under the Estate Enhancer benefit will be based on the
surviving spouse's attained age on the effective date. Estate Enhancer gain and
net premiums are calculated from the new effective date and the contract value
on the effective date is considered a premium for purpose of these calculations.


If the surviving spouse is attained age 76 or older on the date he or she elects
to continue the Contract, the Estate Enhancer benefit will terminate. If the
Estate Enhancer benefit terminates and you did not elect the Estate Enhancer
benefit in combination with either the Maximum Anniversary Value GMDB or the
Premiums Compounded at 5% GMDB, the asset-based insurance charge will not be
reduced. This results in a loss of benefits without a corresponding reduction in
charges.

ANNUITY PAYMENTS


We'll make the first annuity payment on the annuity date, and payments will
continue according to the annuity option selected. When you first buy the
Contract, the annuity date for non-qualified Contracts is the first day of the
month following the annuitant's 95th birthday. However, you may specify an
earlier annuity date but that date cannot be before the first Contract
Anniversary. You may change the annuity date at any time before the annuity
date. Generally, the annuity date for IRA or tax sheltered annuity Contracts is
when the owner/annuitant reaches age 70 1/2. However, we will not require IRA
and tax sheltered annuities to annuitize at age 70 1/2 if distributions from the
Contract are not necessary to meet federal minimum distribution requirements.


Contract owners may select from a variety of fixed annuity payment options, as
outlined below in "Annuity Options." If you don't choose an annuity option,
we'll use the Life Annuity with Payments Guaranteed for 10 Years annuity option
when the annuitant reaches age 95 (age 70 1/2 for an IRA Contract or tax
sheltered annuity). You may change the annuity option before the annuity date.
We reserve the right to limit annuity options available to IRA contract owners
to comply with the Internal Revenue Code or regulations under it.


We calculate your annuity payments as of the annuity date, not the date when the
annuitization request forms are received at the Service Center. Until the
annuity date, your contract value will fluctuate in accordance with the
performance of the investment options you have selected. We determine the dollar
amount of annuity payments by applying your contract value less any applicable
premium tax (reduced by any additional death benefit charge collected upon
termination and increased by any Contract Value Credit paid upon termination) on
the annuity date to our then current annuity purchase rates. Purchase rates show
the amount of periodic payment that a $1000 value buys. These rates are based on
the annuitant's age and sex (where permitted) at the time payments begin, and
will assume interest of not less than 3% per year. The rates will never be less
than those shown in the Contract.


                                        32



If the age and/or sex of the annuitant was misstated to us, resulting in an
incorrect calculation of annuity payments, we will adjust future annuity
payments to reflect the correct age and/or sex. We will deduct any amount we
overpaid as the result of a misstatement from future payments with 6% annual
interest charges. Likewise, if we underpaid any amount as the result of a
misstatement, we will correct it with the next payment made with 6% annual
interest credited.


If the contract value on the annuity date after the deduction of any applicable
premium taxes is less than $5,000, we may cash out your Contract in a lump sum.
If any annuity payment would be less than $50 (or a different minimum amount, if
required by state law), we may change the frequency of payments so that all
payments will be at least $50 (or the minimum amount required by state law).
Unless you tell us differently, we'll make annuity payments directly to your
Merrill Lynch brokerage account.

ANNUITY OPTIONS


We currently provide the following fixed annuity payment options. After the
annuity date, your Contract does not participate in the performance of the
Account. We may in the future offer more options. Once you begin to receive
annuity payments, you cannot change the payment option, payment amount, or the
payment period. Please note that there is no guarantee that aggregate payments
under any of these annuity options will equal the total premiums paid. If you or
the annuitant dies while guaranteed payments remain unpaid, several options
provide the ability to take the present value of future guaranteed payments in a
lump sum.


                    HOW WE DETERMINE PRESENT VALUE OF FUTURE
                          GUARANTEED ANNUITY PAYMENTS

Present value refers to the amount of money needed today to fund the remaining
guaranteed payments under the annuity payment option you select. The primary
factor in determining present value is the interest rate assumption we use. If
you are receiving annuity payments under an option that gives you the ability to
take the present value of future payments in a lump sum and you elect to take
the lump sum we will use the same interest rate assumption in calculating the
present value that we used to determine your payment stream at the time your
annuity payments commenced.

     PAYMENTS OF A FIXED AMOUNT

We will make equal payments in an amount you choose until the sum of all
payments equals the contract value applied, increased for interest credited of
at least 3%. The amount you choose must provide at least five years of payments.
These payments don't depend on the annuitant's life. If the annuitant dies
before the guaranteed amount has been paid, you may elect to have payments
continued for the amount guaranteed or to receive the present value of the
remaining guaranteed payments in a lump sum. If the contract owner dies while
guaranteed amounts remain unpaid, the beneficiary may elect to receive the
present value of the remaining guaranteed payments in a lump sum.

     PAYMENTS FOR A FIXED PERIOD

We will make equal payments for a period you select of at least five years.
These payments don't depend on the annuitant's life. If the annuitant dies
before the end of the period, you may elect to have payments continued for the
period guaranteed or to receive the present value of the remaining guaranteed
payments in a lump sum. If the contract owner dies while guaranteed amounts
remain unpaid, the beneficiary may elect to receive the present value of the
remaining guaranteed payments in a lump sum.

                                        33


     *LIFE ANNUITY

We make payments for as long as the annuitant lives. Payments will cease with
the last payment made before the annuitant's death.

     LIFE ANNUITY WITH PAYMENTS GUARANTEED FOR 5, 10, 15, OR 20 YEARS

We make payments for as long as the annuitant lives. In addition, even if the
annuitant dies before the period ends, we guarantee payments for either 5, 10,
15, or 20 years as you selected. If the annuitant dies before the guaranteed
period ends, you may elect to have payments continued for the period guaranteed
or to receive the present value of the remaining guaranteed payments in a lump
sum. If the contract owner dies while guaranteed amounts remain unpaid, the
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

We make payments for as long as the annuitant lives. In addition, even if the
annuitant dies, we guarantee payments until the sum of all annuity payments
equals the contract value applied. If the annuitant dies while guaranteed
amounts remain unpaid, you may elect to have payments continued for the amount
guaranteed or to receive the present value of the remaining guaranteed amount in
a lump sum. If the contract owner dies while guaranteed amounts remain unpaid,
the beneficiary may elect to receive the present value of the remaining
guaranteed amount in a lump sum.

     *JOINT AND SURVIVOR LIFE ANNUITY

We make payments for the lives of the annuitant and a designated second person.
Payments will continue as long as either one is living.

     JOINT AND SURVIVOR LIFE ANNUITY WITH PAYMENTS GUARANTEED FOR 5, 10, 15, OR
20 YEARS

We make payments during the lives of the annuitant and a designated second
person. Payments will continue as long as either one is living. In addition,
even if the annuitant and the designated second person die before the guaranteed
period ends, we guarantee payments for either 5, 10, 15, or 20 years as you
selected. If the annuitant and the designated second person die before the end
of the period, you may elect to have payments continued for the period
guaranteed or to receive the present value of the remaining guaranteed payments
in a lump sum. If the contract owner dies while guaranteed amounts remain
unpaid, the beneficiary may elect to receive the present value of the remaining
guaranteed payments in a lump sum.

     INDIVIDUAL RETIREMENT ACCOUNT ANNUITY

This annuity option is available only to IRA contract owners. Payments will be
made annually based on (a) the life expectancy of the annuitant; (b) the joint
life expectancy of the annuitant and his or her spouse; or (c) the life
expectancy of the surviving spouse if the annuitant dies before the annuity
date. Each annual payment will be determined in accordance with the applicable
Internal Revenue Service regulations. Each subsequent payment will be made on
the anniversary of the annuity date. Interest will be credited at our current
rate for this option, but will not be less than 3%. On the death of the
measuring life or lives prior to full distribution of the remaining value, we
will pay that value to the beneficiary in a lump sum.

---------------
* These options are "pure" 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.
                                        34


GENDER-BASED ANNUITY PURCHASE RATES


Generally, the Contract provides for gender-based annuity purchase rates when
life annuity options are chosen. However, in Montana, which has adopted
regulations prohibiting gender-based rates, blended unisex annuity purchase
rates will be applied to both male and female annuitants. Unisex annuity
purchase rates will provide the same annuity payments for male or female
annuitants that are the same age on their annuity dates.


Employers and employee organizations considering purchase of the Contract should
consult with their legal advisor to determine whether purchasing a Contract
containing gender-based annuity purchase rates is consistent with Title VII of
the Civil Rights Act of 1964 or other applicable law. We may offer such contract
owners Contracts containing unisex annuity purchase rates.

                              FEDERAL INCOME TAXES

FEDERAL INCOME TAXES

The following summary discussion is based on our understanding of current
federal income tax law as the Internal Revenue Service (IRS) now interprets it.
We can't guarantee that the law or the IRS's interpretation won't change. It
does not purport to be complete or to cover all tax situations. This discussion
is not intended as tax advice. Counsel or other tax advisors should be consulted
for further information.

We haven't considered any applicable federal gift, estate or any state or other
tax laws. Of course, your own tax status or that of your beneficiary can affect
the tax consequences of ownership or receipt of distributions.

When you invest in an annuity contract, you usually do not pay taxes on your
investment gains until you withdraw the money -- generally for retirement
purposes. If your annuity is independent of any formal retirement or pension
plan, it is termed a nonqualified contract. If you invest in a variable annuity
as part of an individual retirement annuity or tax sheltered annuity, your
contract is called a qualified contract. The tax rules applicable to qualified
contracts vary according to the type of retirement plan and the terms and
conditions of the plan.

TAX STATUS OF THE CONTRACT

     DIVERSIFICATION REQUIREMENTS

Section 817(h) of the Internal Revenue Code (IRC) and the regulations under it
provide that separate account investments underlying a contract must be
"adequately diversified" for it to qualify as an annuity contract under IRC
section 72. The Account, through the subaccounts, intends to comply with the
diversification requirements of the regulations under Section 817(h). This will
affect how we make investments.

     OWNER CONTROL


In certain circumstances, owners of variable annuity contracts have been
considered for Federal income tax purposes to be the owners of the assets of the
separate account supporting their Contracts due to their ability to exercise
investment control over those assets. When this is the case, the contract owners
have been currently taxed on income and gains attributable to the separate
account assets. There is little guidance in this area, and some features of our
Contracts, such as the flexibility of an owner to allocate premium payments and
transfer contract accumulation values, have not been explicitly addressed in IRS
published rulings. While we believe that the Contracts do not give owners
investment control over Account assets, we reserve the right to modify the
Contracts as necessary to prevent an owner from being treated as the owner of
the Account assets supporting the Contract.


                                        35


     REQUIRED DISTRIBUTIONS

To qualify as an annuity contract under Section 72(s) of the IRC, a
non-qualified annuity contract must provide that: (a) if any owner dies on or
after the annuity starting date but before all amounts under the Contract have
been distributed, the remaining amounts will be distributed at least as quickly
as under the method being used when the owner died; and (b) if any owner dies
before the annuity starting date, all amounts under the Contract will be
distributed within five years of the date of death. So long as the distributions
begin within a year of the owner's death, the IRS will consider these
requirements satisfied for any part of the owner's interest payable to or for
the benefit of a "designated beneficiary" and distributed over the beneficiary's
life or over a period that cannot exceed the beneficiary's life expectancy. A
designated beneficiary is the person the owner names as beneficiary and who
assumes ownership when the owner dies. A designated beneficiary must be a
natural person. If the deceased owner's spouse is the designated beneficiary, he
or she can continue the Contract when such contract owner dies.


The nonqualified Contracts are designed to comply with Section 72(s), although
no regulations interpreting these requirements have yet been issued. We will
review the Contract and amend it if necessary to make sure that it continues to
comply with the section's requirements when such requirements are clarified by
regulation or otherwise.



Other rules regarding required distributions apply to qualified Contracts.


TAXATION OF ANNUITIES

     IN GENERAL

IRC Section 72 governs annuity taxation generally. We believe an owner who is a
natural person usually won't be taxed on increases in the value of a contract
until there is a distribution (i.e., the owner withdraws all or part of the
accumulation or takes annuity payments). Assigning, pledging, or agreeing to
assign or pledge any part of the accumulation usually will be considered a
distribution. Distributions of accumulated investment earnings are taxable as
ordinary income.

The owner of any annuity contract who is not a natural person (e.g., a
corporation or a trust) generally must include in income any increase in the
excess of the accumulation over the "investment in the contract" during the
taxable year. There are some exceptions to this rule and a prospective owner
that is not a natural person may wish to discuss them with a competent tax
advisor.

The following discussion applies generally to Contracts owned by a natural
person:

     WITHDRAWALS AND SURRENDERS


When you take a withdrawal from a Contract, the amount received generally will
be treated as ordinary income subject to tax up to an amount equal to the excess
(if any) of the contract value immediately before the distribution over the
investment in the Contract (generally, the premiums or other consideration paid
for the Contract, reduced by any amount previously distributed from the Contract
that was not subject to tax) at that time. Other rules apply to qualified
contracts. In the case of a withdrawal under a qualified Contract, a ratable
portion of the amount received is taxable, generally based on the ratio of the
"investment in the contract" to the individual's total account balance or
accrued benefit under the retirement plan. The "investment in the contract"
generally equals the amount of any non-deductible premium payments paid by or on
behalf of any individual. In many cases, the "investment in the contract" under
a qualified Contract can be zero.


If you withdraw your entire contract value, you will be taxed only on the part
that exceeds your "investment in the contract."

     ANNUITY PAYMENTS

Although tax consequences may vary depending on the annuity option selected
under an annuity contract, a portion of each annuity payment is generally not
taxed and the remainder is taxed as ordinary income.

                                        36


The non-taxable portion of an annuity payment is generally determined in a
manner that is designed to allow you to recover your investment in the Contract
ratably on a tax-free basis over the expected stream of annuity payments, as
determined when annuity payments start. Once your investment in the Contract has
been fully recovered, however, the full amount of each annuity payment is
subject to tax as ordinary income.

     TAXATION OF DEATH BENEFIT PROCEEDS


Amounts may be paid from a Contract because an owner or annuitant (if an owner
is not a natural person) has died. If the payments are made in a single sum,
they're taxed the same way a full withdrawal from the Contract is taxed. If they
are distributed as annuity payments, they're taxed as annuity payments. Because
the Estate Enhancer benefit should be treated as a taxable death benefit, we
believe that for federal tax purposes, the Estate Enhancer benefit should be
treated as an integral part of the Contract's benefits (e.g. as investment
protection benefit) and that any charges under the Contract for the Estate
Enhancer benefit should not be treated as a distribution received by the
Contract owner. However, it is possible that the IRS may take a position that
some or all of any charge for the Estate Enhancer benefit should be deemed a
taxable distribution to you. Although we do not believe that any fees associated
with the Estate Enhancer benefit should be treated as taxable withdrawals, you
should consult your tax advisor regarding the Estate Enhancer benefit.


PENALTY TAX ON SOME WITHDRAWALS

You may have to pay a penalty tax (10 percent of the amount treated as taxable
income) on some withdrawals. However, there is usually no penalty on
distributions:

     (1) on or after you reach age 59 1/2;

     (2) after you die (or after the annuitant dies, if an owner isn't an
         individual);

     (3) after you become disabled; or

     (4) that are part of a series of substantially equal periodic (at least
         annual) payments for your life (or life expectancy) or the joint lives
         (or life expectancies) of you and your beneficiary.

Other exceptions may be applicable under certain circumstances and special rules
may apply in connection with the exceptions listed above. Also, additional
exceptions apply to distributions from an Individual Retirement Annuity or tax
sheltered annuity. You should consult a tax advisor with regard to exceptions
from the penalty tax.

TRANSFERS, ASSIGNMENTS, ANNUITY DATES, OR EXCHANGES OF A CONTRACT

Transferring or assigning ownership of the Contract, designating a payee or
beneficiary who is not also the owner, selecting certain annuity dates, or
exchanging a Contract can have other tax consequences that we don't discuss
here. If you're thinking about any of those transactions, contact a tax advisor.

WITHHOLDING

Annuity distributions usually are subject to withholding for the recipient's
federal income tax liability at rates that vary according to the type of
distribution and the recipient's tax status. However, except for certain
distributions from tax sheltered annuities, recipients can usually choose not to
have tax withheld from distributions.

MULTIPLE CONTRACTS

All nonqualified deferred annuity Contracts that we (or our affiliates) issue to
the same owner during any calendar year are generally treated as one annuity
Contract for purposes of determining the amount includible in such owner's
income when a taxable distribution occurs. This could affect when income is
taxable and how much is subject to the ten percent penalty tax discussed above.
                                        37


POSSIBLE CHANGES IN TAXATION

Although the likelihood of legislative change is uncertain, there is always the
possibility that the tax treatment of the Contracts could change by legislation
or other means. It is also possible that any change could be retroactive (that
is, effective prior to the date of the change). A tax advisor should be
consulted with respect to legislative developments and their effect on the
Contract.


We have the right to modify the Contract in response to legislative changes that
could otherwise diminish the favorable tax treatment that annuity contract
owners currently receive. We make no guarantee regarding the tax status of any
Contract and do not intend this discussion as tax advice.


POSSIBLE CHARGE FOR OUR TAXES

Currently we don't charge the Account for any federal, state, or local taxes on
them or the Contracts (other than premium taxes), but we reserve the right to
charge the Account or the Contracts for any tax or other cost resulting from the
tax laws that we believe should be attributed to them.

FOREIGN TAX CREDITS

To the extent that any Fund makes the appropriate election, certain foreign
taxes paid by the Fund will be treated as being paid by the Company, which may
deduct or claim a tax credit for such taxes. The benefits of any such deduction
or credit will not be passed through to the contract owners.


TAXATION OF QUALIFIED CONTRACTS



The tax rules applicable to qualified Contracts vary according to the type of
retirement plan and the terms and conditions of the plan. Your rights under a
qualified Contract may be subject to the terms of the retirement plan itself,
regardless of the terms of the qualified Contract. Adverse tax consequences may
result if you do not ensure that contributions, distributions, and other
transactions with respect to the Contract comply with the law.


INDIVIDUAL RETIREMENT ANNUITIES

     TRADITIONAL IRAS

Section 408 of the IRC permits eligible individuals to contribute to an
individual retirement program known as an "Individual Retirement Annuity" or
"IRA." This Contract is available for purchase either as an IRA or through an
established IRA custodial account with MLPF&S. Subject to special rules, an
individual may make annual contributions of up to the lesser of the limit
specified in the IRC or 100% of compensation includible in the individual's
gross income. The contributions may be deductible in whole or in part, depending
on the individual's income. Distributions from certain pension plans may be
"rolled over" into an IRA on a tax-deferred basis without regard to these
limits. Amounts in the IRA (other than nondeductible contributions) are taxed
when distributed from the IRA. A 10% penalty tax generally applies to
distributions made before age 59 1/2, unless certain exceptions apply. IRAs have
minimum distribution rules that govern the timing and amount of distributions.
You should refer to your adoption agreement or consult a tax advisor for more
information about these distribution rules. Adverse tax consequences may result
if you do not ensure that contributions, distributions and other transactions
with respect to the Contract comply with the law.

     ROTH IRAS

A Contract is available for purchase by an individual who has separately
established a Roth IRA custodial account with MLPF&S. Roth IRAs, as described in
section 408A of the IRC, permit certain eligible individuals to make
non-deductible contributions to a Roth IRA in cash or as a rollover or transfer
from another Roth IRA or other IRA. Subject to special rules, an individual may
make annual contributions to a Roth IRA of up to the lesser of the limit
specified in the IRC or 100% of compensation includible in the individual's
gross income. A rollover from or conversion of an IRA to a Roth IRA is generally
subject to

                                        38


tax and other special rules apply. You may wish to consult a tax advisor before
combining any converted amounts with any other Roth IRA contributions, including
any other conversion amounts from other tax years. Distributions from a Roth IRA
generally are not taxed, except that, once aggregate distributions exceed
contributions to the Roth IRA, income tax and a 10% penalty tax may apply to
distributions made (1) before age 59 1/2 (subject to certain exceptions) or (2)
during the five taxable years starting with the year in which the first
contribution is made to any Roth IRA. A 10% penalty tax may apply to amounts
attributable to a conversion from an IRA if they are distributed during the five
taxable years beginning with the year in which the conversion was made.

     OTHER TAX ISSUES FOR IRAS AND ROTH IRAS

Subject to special rules, total annual contributions to all of an individual's
IRAs and Roth IRAs may not exceed the limit specified in the IRC or 100% of
compensation includible in the individual's gross income. Distributions from an
IRA or Roth IRA generally are subject to withholding for the participant's
federal income tax liability. The withholding rate varies according to the type
of distribution and the owner's tax status. The owner will be provided the
opportunity to elect not have tax withheld from distributions.


The IRS has not reviewed the Contract for qualification as an IRA or Roth IRA,
and has not addressed in a ruling of general applicability whether certain death
benefit provisions in the Contract comport with IRA and Roth IRA qualification
requirements. Disqualification of the policy as an IRA or Roth IRA could result
in the immediate taxation of amounts held in the Contract and the imposition of
penalty taxes. The Estate Enhancer benefit was not available with an IRA or Roth
IRA.


TAX SHELTERED ANNUITIES


Section 403(b) of the IRC allow employees of certain Section 501(c)(3)
organizations and public schools to exclude from their gross income the premium
payments made, within certain limits, on a contract that will provide an annuity
for the employee's retirement. These premium payments may be subject to FICA
(social security) tax. Transfer amounts from tax sheltered annuity plans that
are not subject to the Employee Retirement Income Security Act of 1974, as
amended, are accepted as premium payments, as permitted by law, under a
Contract. Other premium payments, including premium payments subject to IRC
Section 402(g), will not be accepted. Distributions of (1) salary reduction
contributions made in years beginning after December 31, 1988; (2) earnings on
those contributions; and (3) earnings on amounts held as of the last year
beginning before January 1, 1989, are not allowed prior to age 59 1/2, severance
from employment, death, or disability. Salary reduction contributions may also
be distributed upon hardship, but would generally be subject to penalties.
"Eligible rollover distributions" from tax sheltered annuities are subject to a
mandatory federal income tax withholding of 20%. An eligible rollover
distribution is any distribution to an employee (or employee's spouse or former
spouse as beneficiary or alternate payee) from such a plan, except certain
distributions such as distributions required by the Code, distributions in a
specified annuity form, hardship distributions or certain nontaxable
distributions. The 20% withholding does not apply, however, if the employee
chooses a "direct rollover" from the plan to a tax-qualified plan, IRA or tax
sheltered annuity or to a governmental 457 plan that agrees to separately
account for rollover contributions. Certain death benefit provisions in the
Contract could be characterized as providing an incidental death benefit, the
amount of which is limited in any tax sheltered annuity. Individuals using the
Contract in connection with such plans should consult their tax advisors as
certain death benefit provisions may exceed this limitation. The Estate Enhancer
benefit was not available with a tax sheltered annuity.


                                        39


                               OTHER INFORMATION

NOTICES AND ELECTIONS

You must send any changes, notices, and/or choices for your Contract to our
Service Center. These requests must be in writing and signed unless you have
submitted a telephone authorization form. If you have submitted an authorization
form, you may make the following choices via telephone:

  1. Transfers

  2. Premium allocation

  3. Withdrawals, other than full surrenders

  4. Requests to change the annuity date

We will use reasonable procedures to confirm that a telephone request is proper.
These procedures may include possible tape recording of telephone calls and
obtaining appropriate identification before effecting any telephone
transactions. We do not have any liability if we act on a request that we
reasonably believe is proper.


Because telephone transactions will be available to anyone who provides certain
information about you and your Contract, you should protect that information. We
may not be able to verify that you are the person providing telephone
instructions, or that you have authorized any such person to act for you.


Telephone systems may not always be available. Any telephone system, whether it
is yours, your service provider's, your Financial Advisor's, or ours, can
experience outages or slowdowns for a variety of reasons. These outages or
slowdowns may delay or prevent our processing of your request. Although we have
taken precautions to help our systems handle heavy use, we cannot promise
reliability under all circumstances. If you are experiencing problems, you
should make your request by writing to our Service Center.

VOTING RIGHTS

We own all Fund shares held in the Account. As the owner, we have the right to
vote on any matter put to vote at any Funds' shareholder meetings. However, we
will vote all Fund shares attributable to Contracts by following instructions we
receive from you. If we don't receive voting instructions, we'll vote those
shares in the same proportion as shares for which we receive instructions. We
determine the number of shares you may give voting instructions on by dividing
your interest in a subaccount by the net asset value per share of the
corresponding Fund. We'll determine the number of shares you may give voting
instructions on as of a record date we choose. We may vote Fund shares in our
own right if laws change to permit us to do so.

You have voting rights until the annuity date. You may give voting instructions
concerning:

  (1) the election of a Fund's Board of Directors;

  (2) ratification of a Fund's independent accountant;

  (3) approval of the investment advisory agreement for a Fund corresponding to
      your selected subaccounts;

  (4) any change in a fundamental investment policy of a Fund corresponding to
      your selected subaccounts; and

  (5) any other matter requiring a vote of the Fund's shareholders.

REPORTS TO CONTRACT OWNERS

At least once each contract year before the annuity date, we will send you
information about your Contract. It will outline all your Contract transactions
during the year, your Contract's current number of

                                        40


accumulation units in each subaccount, the value of each accumulation unit of
each subaccount, and the contract value.

You will also receive an annual and a semi-annual report containing financial
statements and a list of portfolio securities of the Funds.

SELLING THE CONTRACT

MLPF&S is the principal underwriter of the Contract. Its principal business
address is 4 World Financial Center, New York, New York 10080. It was organized
in 1958 under the laws of the state of Delaware and is registered as a
broker-dealer under the Securities Exchange Act of 1934. It is a member of the
National Association of Securities Dealers, Inc. MLPF&S is an indirect wholly
owned subsidiary of Merrill Lynch & Co., Inc.

Registered representatives (Financial Advisors) of MLPF&S sell the Contract.
These Financial Advisors are registered with the NASD, licensed as insurance
agents in the states in which they do business, and appointed through various
Merrill Lynch Life Agencies as our insurance agents. Through a distribution
agreement we have with MLPF&S and companion sales agreements we have with the
Merrill Lynch Life Agencies, Merrill Lynch Life Agencies and/or MLPF&S
compensate the Financial Advisors. The maximum annual commission paid to a
Financial Advisor is 0.64% of contract value. In addition, on the annuity date,
the Financial Advisor will receive compensation of up to 1.50% of contract
value. Reduced compensation may be paid on Contracts purchased by our employees
or their spouses or dependents.

The maximum commission we will pay to the applicable insurance agency to be used
to pay commissions to Financial Advisors is 2.20% of contract value in the first
contract year and 1.10% of contract value for each successive contract year. In
addition, the maximum commission we will pay to the applicable insurance agency
on the annuity date is 2.40% of contract value.

MLPF&S may arrange for sales of the Contract by other broker-dealers. Registered
representatives of these other broker-dealers may be compensated on a different
basis than MLPF&S Financial Advisors; however, commissions paid to registered
representatives of these broker-dealers will not exceed those described above.
Selling firms may retain a portion of commissions. We pay commissions through
the registered broker-dealer, and may pay additional compensation to the
broker-dealer and/or reimburse it for a portion of expenses relating to sales of
the Contract. The registered representative may receive a portion of the expense
reimbursement allowance paid to the broker-dealer.

Registered representatives of MLPF&S are eligible for various cash benefits,
such as bonuses, insurance benefits and financing arrangements, and non-cash
compensation programs that MLPF&S offers, such as conferences, trips and awards.
Other payments may be made for services that do not directly involve the sale of
the Contracts. These services may include the recruitment and training of
personnel, production or promotional literature, and similar services.

We intend to recoup commissions and other sales expenses through fees and
charges imposed under the Contract. Commissions paid on the Contract, including
other incentives or payments, are not charged directly to the contract owners or
the Variable Account.

We offer the Contracts to the public on a continuous basis. We anticipate
continuing to offer the Contracts, but reserve the right to discontinue the
offering.

STATE REGULATION

We are subject to the laws of the State of Arkansas and to the regulations of
the Arkansas Insurance Department. We are also subject to the insurance laws and
regulations of all jurisdictions in which we're licensed to do business.

We file an annual statement with the insurance departments of jurisdictions
where we do business. The statement discloses our operations for the preceding
year and our financial condition as of the end of that year. Our books and
accounts are subject to insurance department review at all times. The Arkansas
                                        41


Insurance Department, in conjunction with the National Association of Insurance
Commissioners, conducts a full examination of our operations periodically.

LEGAL PROCEEDINGS

There are no legal proceedings involving the Account. We and MLPF&S are engaged
in various kinds of routine litigation that, in our judgment, are not material
to our total assets.

EXPERTS


The financial statements of the Account as of December 31, 2002, and for the
period ended December 31, 2002, and our financial statements as of December 31,
2002 and 2001 and for each of the three years in the period ended December 31,
2002, included in the Statement of Additional Information and incorporated by
reference in this prospectus have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their reports, which are included in the
Statement of Additional Information and incorporated by reference herein, and
have been so included and incorporated in reliance upon the reports of such firm
given upon their authority as experts in accounting and auditing. Their
principal business address is Two World Financial Center, New York, New York
10281-1414.


LEGAL MATTERS

Our organization, our authority to issue the Contract, and the validity of the
form of the Contract have been passed upon by Barry G. Skolnick, our General
Counsel. Sutherland Asbill & Brennan LLP of Washington, D.C. has provided advice
on certain matters relating to federal securities laws.

REGISTRATION STATEMENTS

Registration Statements that relate to the Contract and its investment options
have been filed with the Securities and Exchange Commission under the Securities
Act of 1933 and the Investment Company Act of 1940. This Prospectus does not
contain all of the information in the registration statements. You can obtain
the omitted information from the Securities and Exchange Commission's principal
office in Washington, D.C., upon payment of a prescribed fee.

                                        42



                            ACCUMULATION UNIT VALUES
                       (CONDENSED FINANCIAL INFORMATION)+




                                                ROSZEL/
                                              LORD ABBETT   ROSZEL/LEVIN   ROSZEL/MLIM   ROSZEL/SOUND   ROSZEL/INVESCO-
                                               LARGE CAP     LARGE CAP      RELATIVE      LARGE CAP           NAM
                                                 VALUE         VALUE          VALUE          CORE          LARGE CAP
                                               PORTFOLIO     PORTFOLIO      PORTFOLIO     PORTFOLIO     CORE PORTFOLIO
                                              -----------   ------------   -----------   ------------   ---------------
                                                7/1/02         7/1/02        7/1/02         7/1/02          7/1/02
                                                  TO             TO            TO             TO              TO
                                               12/31/02       12/31/02      12/31/02       12/31/02        12/31/02
                                              -----------   ------------   -----------   ------------   ---------------
                                                                                         
(1) Accumulation unit value at beginning of
    period (a)..............................   $   10.00     $   10.00      $   10.00      $  10.00        $   10.00
(2) Accumulation unit value at end of
    period..................................   $    9.87     $    8.43      $    9.35      $   8.96        $    8.80
(3) Number of accumulation units outstanding
    at end of period........................   561,445.4     259,622.2      657,788.5      47,199.5        170,151.2



                                              ROSZEL/NICHOLAS-       ROSZEL/        ROSZEL/SENECA   ROSZEL/SENECA
                                                 APPLEGATE         RITTENHOUSE        LARGE CAP        MID CAP
                                                 LARGE CAP          LARGE CAP          GROWTH          GROWTH
                                              GROWTH PORTFOLIO   GROWTH PORTFOLIO     PORTFOLIO       PORTFOLIO
                                              ----------------   ----------------   -------------   -------------
                                                   7/1/02             7/1/02           7/1/02          7/1/02
                                                     TO                 TO               TO              TO
                                                  12/31/02           12/31/02         12/31/02        12/31/02
                                              ----------------   ----------------   -------------   -------------
                                                                                        
(1) Accumulation unit value at beginning of
    period (a)..............................      $  10.00          $   10.00         $   10.00       $   10.00
(2) Accumulation unit value at end of
    period..................................      $   8.83          $    9.03         $    8.89       $    8.54
(3) Number of accumulation units outstanding
    at end of period........................      51,714.8          721,945.5         252,860.7       205,429.9



                                              ROSZEL/VALENZUELA
                                                MID CAP VALUE
                                                  PORTFOLIO
                                              -----------------
                                                   7/1/02
                                                     TO
                                                  12/31/02
                                              -----------------
                                           
(1) Accumulation unit value at beginning of
    period (a)..............................      $   10.00
(2) Accumulation unit value at end of
    period..................................      $    7.89
(3) Number of accumulation units outstanding
    at end of period........................      386,559.5






                                     ROSZEL/NWQ        ROSZEL/DELAWARE      ROSZEL/LAZARD   ROSZEL/CREDIT SUISSE
                                   SMALL CAP VALUE   SMALL-MID CAP GROWTH   INTERNATIONAL      INTERNATIONAL
                                      PORTFOLIO           PORTFOLIO*          PORTFOLIO          PORTFOLIO
                                   ---------------   --------------------   -------------   --------------------
                                       7/1/02               7/1/02             7/1/02              7/1/02
                                         TO                   TO                 TO                  TO
                                      12/31/02             12/31/02           12/31/02            12/31/02
                                   ---------------   --------------------   -------------   --------------------
                                                                                
(1) Accumulation unit value at
    beginning of period (a)......     $   10.00           $   10.00           $   10.00          $   10.00
(2) Accumulation unit value at
    end of period................     $    7.67           $    7.55           $    8.85          $    8.83
(3) Number of accumulation units
    outstanding at end of
    period.......................     257,884.2           175.853.5           117,103.8          263.792.2


                                                                              ML
                                                                           DOMESTIC
                                    ROSZEL/LORD ABBETT     ROSZEL/MLIM       MONEY
                                   GOVERNMENT SECURITIES   FIXED-INCOME   MARKET V.I.
                                         PORTFOLIO          PORTFOLIO        FUND
                                   ---------------------   ------------   -----------
                                          7/1/02              7/1/02        7/1/02
                                            TO                  TO            TO
                                         12/31/02            12/31/02      12/31/02
                                   ---------------------   ------------   -----------
                                                                 
(1) Accumulation unit value at
    beginning of period (a)......        $   10.00         $     10.00     $   10.00
(2) Accumulation unit value at
    end of period................        $   10.47         $     10.18     $    9.97
(3) Number of accumulation units
    outstanding at end of
    period.......................        867,091.4         1,108,135.3     852,609.8



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


+ Merrill Lynch Life commenced sales of Consults Annuity on July 1, 2002.



* Roszel/Delaware Small-Mid Cap Portfolio was formerly named Roszel/Neuberger
  Berman Small Cap Growth Portfolio.


                                        43


          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
  Money Market Yield
  Other Subaccount Yields
  Total Returns

FINANCIAL STATEMENTS OF MERRILL LYNCH LIFE VARIABLE ANNUITY
SEPARATE ACCOUNT C

FINANCIAL STATEMENTS OF MERRILL LYNCH LIFE INSURANCE COMPANY



                                        44



                                   APPENDIX A



     PREMIUMS COMPOUNDED AT 5% GMDB



If you chose the Premiums Compounded at 5% GMDB, the GMDB is equal to:



     (i)  premiums paid into the Contract with interest compounded daily from
          the date of receipt of premium to yield 5% annually, less



     (ii) "adjusted" withdrawals from the Contract with interest compounded
          daily from the date of withdrawal to yield 5% annually.



Interest will continue to be credited until the earliest of the older contract
owner's attained age 80, the last day of the twentieth contract year or the date
of death.



You may withdraw up to 5% of the value of the Premiums Compounded at 5% GMDB at
the beginning of each Contract Year and withdrawals will be "adjusted" so that
they reduce the Premiums Compounded at 5% GMDB dollar-for-dollar for that
Contract Year.



Any withdrawal that causes the total of all withdrawals since the beginning of a
Contract Year to exceed 5% of the Premiums Compounded at 5% GMDB as of the
beginning of that Contract Year will be "adjusted" so that it reduces the GMDB
proportionally. The adjustment is determined by multiplying the amount of the
withdrawal by the ratio of the Premiums Compounded at 5% GMDB to the contract
value, where both values are calculated immediately prior to the withdrawal.
This adjustment may cause the Premiums Compounded at 5% GMDB to be reduced by
more than the amount of the withdrawal.



We will calculate Premiums Compounded at 5% GMDB based on your age (or the age
of the older owner, if the Contract has co-owners, or the annuitant, if the
owner is a non-natural person) on the contract date. Subsequent changes in owner
will not increase the period of time that the 5% interest will compound. If a
new owner has not reached attained age 80 and is older than the owner whose age
is being used to determine the Premiums Compounded at 5% GMDB at the time of
ownership change, the period of time used in the calculation of the Premiums
Compounded at 5% GMDB will be based on the age of the new owner at the time of
ownership change. If at the time of an ownership change the new owner is
attained age 80 or over, we will use the Premiums Compounded at 5% GMDB as of
the anniversary on or prior to the ownership change, increased by premium
payments and decreased by "adjusted" withdrawals since that anniversary.



THE PURPOSE OF THE EXAMPLE ON THE NEXT PAGE IS TO ILLUSTRATE THE OPERATION OF
THE PREMIUMS COMPOUNDED AT 5% GUARANTEED MINIMUM DEATH BENEFIT, IN PARTICULAR,
THE CALCULATION OF "ADJUSTED" WITHDRAWALS. THE INVESTMENT RETURNS SHOWN ARE
HYPOTHETICAL AND ARE NOT REPRESENTATIVE OF PAST OR FUTURE PERFORMANCE. ACTUAL
INVESTMENT RETURNS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON A
NUMBER OF FACTS, INCLUDING INVESTMENT ALLOCATIONS MADE BY A CONTRACT OWNER AND
THE INVESTMENT EXPERIENCE OF THE FUNDS. THE EXAMPLE DOES NOT REFLECT THE
DEDUCTION OF FEES AND CHARGES.


                                       A-1



EXAMPLE:  Assume a 65 year-old person purchased a Contract on September 1, 2002
with the Premiums Compounded at 5% guaranteed minimum death benefit and made an
initial payment of $100,000. The following chart depicts the impact of both
withdrawals and investment performance on the death benefit at certain points
over the life of the contract owner.





                                                                         TRANSACTIONS                CONTRACT   PREM. COMP.
                                                                      ------------------    ADJ.      VALUE        AT 5%
 DATE                                                                  PREM.     WITHDR.   WITHDR.     (CV)       (GMDB)
 ----                                                                 --------   -------   -------   --------   -----------
                                                                                              
9/1/02  THE CONTRACT IS ISSUED                                        $100,000                       $100,000    $100,000

9/1/03  FIRST CONTRACT ANNIVERSARY                                                                   $103,500    $105,000
        Assume contract value increased by $3,500 due to positive
        investment performance.

1/1/04  OWNER TAKES A $5,250 WITHDRAWAL*                                         $5,250    $5,082    $96,250     $101,644
        Assume contract value decreased by $2,000 due to negative
        investment performance.
        Is withdrawal equal to or less than 5% of GMDB as of 9/1/03?
        $5,250 <= 5% of $105,000 = $5,250
        Adjusted withdrawal = withdrawal discounted for the number
        of days until the next contract anniversary at
        5% = $5,250/(1.05( 7/8)(243/365)) = $5,082
        GMDB as of 1/1/04 = GMDB as of 9/1/03 compounded at 5%
        interest for the number of days since the last anniversary
        less adjusted withdrawals = $105,000 X 1.05( 7/8)(122/365) -
        Adj. withdr. = $106,726 - $5,082 = $101,644
        This means that as long as withdrawals during the contract
        year do not exceed 5% of the last anniversary GMDB they will
        be adjusted as of the current date so that they will
        effectively reduce the next anniversary GMDB dollar for
        dollar. (see 9/1/2004 below)

9/1/04  SECOND CONTRACT ANNIVERSARY
        Assume contract value increased by $5,000 due to positive                                    $101,250    $105,000
        investment performance
        GMDB as of 9/1/04 = GMDB as of 9/1/03 compounded at 5%
        interest less the adjusted withdrawal as of 1/1/04
                            compounded at 5% interest for the number
                            of days since the withdrawal
        = 9/1/03 GMDB X 1.05 - adj. withdrawal X 1.05( 7/8)(243/365)
                        = $105,000 X 1.05 -
          $5,082 X 1.05 ( 7/8)(243/365) = $110,250 - $5,250 =
        $105,000
        Note that $5,250 withdrawal as of 1/1/04 reduces the
        9/1/2004 GMDB dollar for dollar.

     *  IF INSTEAD THE OWNER TOOK A WITHDRAWAL OF $10,000 AS OF                  $10,000   $10,515   $91,500     $ 96,211
        1/1/2004 THEN:
        Is withdrawal equal to or less than 5% of GMDB as of 9/1/03?
        5% of $105,000 = $5,250
        Since the withdrawal exceeds 5% of the last anniversary
        GMDB, the withdrawal will be adjusted so that it
        proportionally reduces the GMDB
        Adjusted withdrawal = withdrawal X GMDB/CV (where all values
        are determined immediately prior to the withdrawal) = 10,000
        X $106,726/101,500 = 10,515
        GMDB = $105,000 X 1.05( 7/8)(122/365) - Adj. withdr. =
        $106,726 - $10,515 = $96,211


        DEATH BENEFIT
         (GREATER OF
           CV AND
 DATE       GMDB)
 ----   -------------
     
9/1/02    $100,000
9/1/03    $105,000
1/1/04    $101,644
9/1/04    $105,000
     *    $ 96,211



                                       A-2



                                   APPENDIX B



     ESTATE ENHANCER WITH RETURN OF PREMIUM GMDB



If you elected the Estate Enhancer benefit without adding it to either the
Maximum Anniversary Value GMDB or the Premiums Compounded at 5% GMDB, a Return
of Premium GMDB is provided. The Return of Premium GMDB is equal to:



     (i)  premiums paid into the Contract, less



     (ii) "adjusted" withdrawals from the Contract.



For this formula, each "adjusted" withdrawal equals the amount withdrawn
multiplied by (a) / (b) where:



a = premiums paid into the Contract less previous "adjusted" withdrawals; and



b = the contract value.


Both (a) and (b) are calculated immediately prior to the withdrawal.

                                       B-1


                                   APPENDIX C


     ESTATE ENHANCER BENEFIT



If you elected the Estate Enhancer benefit, coverage in addition to your GMDB is
provided. The Estate Enhancer benefit is designed to help offset expenses,
including income taxes, attributable to payment of the death benefit.



You cannot cancel the Estate Enhancer benefit (except in North Dakota). The
Estate Enhancer benefit, however, will terminate if you annuitize or surrender
the contract, upon certain ownership changes, or if the Contract otherwise
terminates (See "Contract Changes").



THE AMOUNT OF THE ESTATE ENHANCER BENEFIT DEPENDS UPON THE AMOUNT OF GAIN IN
YOUR CONTRACT. BECAUSE WITHDRAWALS AND POOR PERFORMANCE OF THE FUNDS WILL REDUCE
THE AMOUNT OF GAIN IN YOUR CONTRACT, THEY WILL REDUCE THE VALUE OF THE ESTATE
ENHANCER BENEFIT. IT IS POSSIBLE THAT THE ESTATE ENHANCER BENEFIT MAY NOT HAVE
ANY VALUE.



The percentage used to determine the benefit depends on your age (or the age of
the older owner, if the Contract has co-owners, or the annuitant, if the owner
is a non-natural person) on the effective date. The effective date is the
contract date unless the Contract is continued under the spousal continuation
provision, in which case the effective date is the date the surviving spouse
elects to continue the Contract. If you are attained age 69 or under on the
effective date, your benefit is equal to 45% of the Estate Enhancer gain (but
not less than zero). In no event will the benefit exceed 45% of net premiums
(excluding any premiums paid within one year prior to the death of any owner, or
the annuitant, if the owner is a non-natural person, and any premiums paid
between the date of death and the date we receive notification of death). Estate
Enhancer gain is the contract value on the date we calculate the death benefit
minus net premiums paid into the Contract. Net premiums equal the premiums paid
into the Contract less the portion of each withdrawal considered to be premium.
Withdrawals reduce Estate Enhancer gain first and only withdrawals in excess of
Estate Enhancer gain reduce net premiums. If you (or the older owner, if the
Contract has co-owners, or the annuitant, if the owner is a non-natural person)
are attained age 70 or over on the contract date, the percentages are reduced
from 45% to 30% in the calculation above.



See "Contract Changes" for the effect of an ownership change on the Estate
Enhancer benefit.



THE PURPOSE OF THE EXAMPLE ON THE NEXT PAGE IS TO ILLUSTRATE THE OPERATION OF
THE ESTATE ENHANCER BENEFIT. THE INVESTMENT RETURNS ASSUMED ARE HYPOTHETICAL AND
ARE NOT REPRESENTATIVE OF PAST OR FUTURE PERFORMANCE. ACTUAL INVESTMENT RETURNS
MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND UPON A NUMBER OF FACTORS,
INCLUDING THE INVESTMENT ALLOCATIONS MADE BY A CONTRACT OWNER AND THE INVESTMENT
EXPERIENCE OF THE FUNDS. THE EXAMPLE ASSUMES NO WITHDRAWALS AND DOES NOT REFLECT
THE DEDUCTION OF ANY FEES AND CHARGES OR ANY CONTRACT VALUE CREDITS.


                                       C-1



FACTS: Assume that a couple (ages 60 and 55) purchased a Contract on October 1,
2002 with the Estate Enhancer benefit, and makes an initial premium payment of
$100,000. The Contract value as of receipt of due proof of death of the first to
die is $300,000. The following chart depicts the potential Estate Enhancer
benefit at the death of the contract owner.




                                                            
Net Premiums................................................   $100,000
Contract Value..............................................   $300,000
Estate Enhancer Gain........................................   $200,000
Estate Enhancer benefit
Lesser of 45% of Estate Enhancer Gain ($90,000) or 45% of
  Net Premiums ($45,000)....................................   $ 45,000



* Assuming the contract value is greater than the GMDB, the total death benefit
  payable equals $300,000 + $45,000 = $345,000. Assuming a lump sum payout and
  an income tax rate of 36%, the after-tax death benefit is $256,800.

If instead, the couple had been ages 70 and 55, the percentage used in the above
calculations would have been 30% since the oldest owner at issue was over age 69
and the Estate Enhancer benefit would have been $30,000.



                                       C-2



                                   APPENDIX D



EXAMPLE:  The purpose of this example is to illustrate the operation of the
Maximum Anniversary Value GMDB. You pay an initial premium of $100,000 on
October 1, 2003 and a subsequent premium of $10,000 on April 1, 2005. You also
make a withdrawal of $50,000 on May 1, 2005. Your death benefit, based on
HYPOTHETICAL Contract values and transactions, and resulting hypothetical
maximum anniversary values ("MAV"), are illustrated below. This example assumes
hypothetical positive and negative investment performance of the Account, as
indicated, to demonstrate the calculation of the death benefit value. There is,
of course, no assurance that the Account will experience positive investment
performance. The example does not reflect the deduction of fees and charges. FOR
A DETAILED EXPLANATION OF HOW WE CALCULATE THE DEATH BENEFIT, SEE "DEATH
BENEFIT."




                                                                                                (A)          (B)          (C)
                                                                                             ---------   ------------   --------
                                                                           TRANSACTIONS        PREMS         MAX
                                                                        ------------------   LESS ADJ.   ANNIV. VALUE   CONTRACT
DATE                                                                     PREM.     WITHDR.   WITHDRWS.      (MAV)        VALUE
----                                                                    --------   -------   ---------   ------------   --------
                                                                                                      
10/01/03  THE CONTRACT IS ISSUED                                        $100,000             $100,000            $0     $100,000
          MAV is $0 until first contract anniversary
10/01/04  FIRST CONTRACT ANNIVERSARY                                                         $100,000      $110,000     $110,000
          Assume contract value increased by $10,000 due to positive
          investment performance
          Anniversary value for 10/1/2004 = Contract value on
          10/1/2004 = $110,000
          MAV = greatest of anniversary values = $110,000
04/01/05  OWNER PUTS IN $10,000 ADDITIONAL PREMIUM                      $ 10,000             $110,000      $120,000     $114,000
          Assume contract value decreased by $6,000 due to negative
          investment performance
          Anniversary value for 10/1/2004 = contract value on
          10/1/2004 + premiums added since that anniversary = $110,000
          + $10,000 = $120,000
          MAV = greatest of anniversary values = $120,000
05/01/05  OWNER TAKES A $50,000 WITHDRAWAL                                         $50,000   $ 50,000      $ 60,000     $50,000
          Assume contract value decreased by $14,000 due to negative
          investment performance
          Anniversary value for 10/1/2004 = contract value on
          10/1/2004 + premiums added - adjusted withdrawals since that
          anniversary = $110,000 + $10,000 - $60,000 = $60,000
          Adjusted withdrawal = withdrawal X maximum (MAV, prems -
          adj. withdrs.) / contract value
          = 50,000 maximum (120,000, 110,000) / 100,000
          = $50,000 x 120,000 / 100,000 = $60,000
          (Note: all values are determined immediately prior to the
          withdrawal)
          MAV = greatest of anniversary values = $60,000
10/01/05  SECOND CONTRACT ANNIVERSARY                                                        $ 50,000      $ 60,000     $55,000
          Assume contract value increased by $5,000 due to positive
          investment performance
          Anniversary value for 10/1/2004 = $60,000
          Anniversary value for 10/1/2005 = contract value on
          10/1/2005 = $55,000
          MAV = greatest of anniversary values = maximum ($60,000,
          $55,000) = $60,000
10/01/06  THIRD CONTRACT ANNIVERSARY                                                         $ 50,000      $ 65,000     $65,000
          Assume contract value increased by $10,000 due to positive
          investment performance
          Anniversary value for 10/1/2004 = $60,000
          Anniversary value for 10/1/2005 = contract value on
          10/1/2005 = $55,000
          Anniversary value for 10/1/2006 = contract value on
          10/1/2006 = $65,000
          MAV = greatest of anniversary values = maximum ($60,000,
          $55,000, $65,000) = $65,000



DATE                 DEATH BENEFIT
----      -----------------------------------
       
10/01/03  $100,000 (maximum of (A), (B), (C))
10/01/04  $110,000 (maximum of (A), (B), (C))
04/01/05  $120,000 (maximum of (A), (B), (C))
05/01/05  $ 60,000 (maximum of (A), (B), (C))
10/01/05  $ 60,000 (maximum of (A), (B), (C))
10/01/06  $ 65,000 (maximum of (A), (B), (C))



                                       D-1


STATEMENT OF ADDITIONAL INFORMATION

MAY 1, 2003


             MERRILL LYNCH LIFE VARIABLE ANNUITY SEPARATE ACCOUNT C

         FLEXIBLE 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. The Contract may also be purchased
through an established IRA or Roth IRA custodial account with Merrill Lynch,
Pierce, Fenner & Smith Incorporated. Transfer amounts from tax sheltered annuity
plans that are not subject to the Employee Retirement Income Security Act of
1974, as amended, will be accepted as premium payments, as permitted by law.
Other premium payments will not be accepted under a Contract used as a tax
sheltered annuity.


This Statement of Additional Information is not a Prospectus and should be read
together with the Contract's Prospectus dated May 1, 2003, 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.



                               TABLE OF CONTENTS




                                                              PAGE
                                                              ----
                                                           
OTHER INFORMATION...........................................    3
Principal Underwriter.......................................    3
Financial Statements........................................    3
Administrative Services Arrangements........................    3

CALCULATION OF YIELDS AND TOTAL RETURNS.....................    3
Money Market Yield..........................................    3
Other Subaccount Yields.....................................    4
Total Returns...............................................    5

FINANCIAL STATEMENTS OF MERRILL LYNCH LIFE VARIABLE ANNUITY
  SEPARATE ACCOUNT C........................................  S-1

FINANCIAL STATEMENTS OF MERRILL LYNCH LIFE INSURANCE
  COMPANY...................................................  G-1



                                        2


                               OTHER INFORMATION

PRINCIPAL UNDERWRITER


Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S"), 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 C (the "Account") under the Investment Company
Act of 1940. The offering is continuous. For the year ended December 31, 2002,
Merrill Lynch, Pierce, Fenner & Smith Incorporated received $0.7 million in
connection with the sale of the Contracts. MLPF&S did not receive any payments
or commissions in connection with the sale of the Contracts in prior years.


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 Account 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 Account 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 year ended December 31, 2002, Merrill Lynch Life paid
administrative services fees of $33.8 million. Merrill Lynch Life did not pay
any administrative services fees in connection with the Account or the Contracts
in prior years.


                    CALCULATION OF YIELDS AND TOTAL RETURNS

MONEY MARKET YIELD


From time to time, Merrill Lynch Life may quote in advertisements and sales
literature the current annualized yield for the ML Domestic Money Market V.I.
Subaccount 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 asset-based insurance charge; and (2)
the annual contract fee. For purposes of calculating current yield for a
Contract, an average per unit contract fee is used. Based on our current
estimates of average contract size and withdrawals, we have assumed the average
per unit contract fee to be 0.00%. Current yield will be calculated according to
the following formula:


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

                                        3


Where:


    
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.



The current yield for the ML Domestic Money Market V.I. Subaccount for the 7-day
period ended December 31, 2002 was -0.90%.



Merrill Lynch Life also may quote the effective yield of the ML Domestic Money
Market V.I. 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:


    
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.



The effective yield for the ML Domestic Money Market V.I. Subaccount for the
7-day period ended December 31, 2002 was -0.90%.



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



The yields on amounts held in the ML Domestic Money Market V.I. 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 the subaccount 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 ML
Domestic Money Market V.I. 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 subaccounts
(other than the ML Domestic Money Market V.I. Subaccount) for a Contract for a
30-day or one-month period. 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
asset-based insurance charge and the annual contract fee. For purposes of
calculating the 30-day or one-month yield, an average contract fee 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. Based on our
current estimates of average contract size and withdrawals, we have assumed


                                        4


the average contract fee to be 0.00%. 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:


    
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


Currently, Merrill Lynch Life may quote yields on bond subaccounts. Because of
the charges and deductions imposed under the Contracts, the yield for a
subaccount will be lower than the yield for the corresponding Fund.

The yield on the amounts held in the 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.

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, 2002, average annual total returns were:





                                                                SINCE
            NAME OF SUBACCOUNT (INCEPTION DATE)               INCEPTION+
            -----------------------------------               ----------
                                                           
Roszel/Lord Abbett Large Cap Value Portfolio (7/1/02)           -1.32%
Roszel/Levin Large Cap Value Portfolio (7/1/02)                -15.69%
Roszel/MLIM Relative Value Portfolio (7/1/02)                   -6.47%
Roszel/Sound Large Cap Core Portfolio (7/1/02)                 -10.44%
Roszel/INVESCO-NAM Large Cap Core Portfolio (7/1/02)           -12.02%
Roszel/Nicholas-Applegate Large Cap Growth Portfolio
  (7/1/02)                                                     -11.72%
Roszel/Rittenhouse Large Cap Growth Portfolio (7/1/02)          -9.74%
Roszel/Seneca Large Cap Growth Portfolio (7/1/02)              -11.13%
Roszel/Valenzuela Mid Cap Value Portfolio (7/1/02)             -21.14%
Roszel/Seneca Mid Cap Growth Portfolio (7/1/02)                -14.60%
Roszel/NWQ Small Cap Value Portfolio (7/1/02)                  -23.32%
Roszel/Delaware Small-Mid Cap Growth Portfolio (7/1/02)*       -24.51%
Roszel/Lazard International Portfolio (7/1/02)                 -11.53%
Roszel/Credit Suisse International Portfolio (7/1/02)          -11.72%
Roszel/Lord Abbett Government Securities Portfolio (7/1/02)      4.73%
Roszel/MLIM Fixed-Income Portfolio (7/1/02)                      1.80%
ML Domestic Money Market V.I. Fund (2/21/92)                    -0.27%



Total returns assume the Contract was surrendered at the end of the period
shown, and are not indicative of performance if the Contract was continued for a
longer period. The Contract does not impose any surrender charge.
---------------


+   The returns are presented on a cumulative, not annualized, basis.



*   Effective March 3, 2003, Delaware Management Company replaced Neuberger
    Berman Management, Inc. as investment subadviser and the Fund's name was
    changed from the Roszel/Neuberger Berman Small Cap Growth Portfolio to the
    Roszel/Delaware Small-Mid Cap Growth Portfolio.


                                        5


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:




                          FUND                             COMMENCED OPERATIONS
                          ----                             --------------------
                                                        
Roszel/Lord Abbett Large Cap Value Portfolio               July 1, 2002
Roszel/Levin Large Cap Value Portfolio                     July 1, 2002
Roszel/MLIM Relative Value Portfolio                       July 1, 2002
Roszel/Sound Large Cap Core Portfolio                      July 1, 2002
Roszel/INVESCO-NAM Large Cap Core Portfolio                July 1, 2002
Roszel/Nicholas-Applegate Large Cap Growth Portfolio       July 1, 2002
Roszel/Rittenhouse Large Cap Growth Portfolio              July 1, 2002
Roszel/Seneca Large Cap Growth Portfolio                   July 1, 2002
Roszel/Valenzuela Mid Cap Value Portfolio                  July 1, 2002
Roszel/Seneca Mid Cap Growth Portfolio                     July 1, 2002
Roszel/NWQ Small Cap Value Portfolio                       July 1, 2002
Roszel/Delaware Small-Mid Cap Growth Portfolio             July 1, 2002
Roszel/Lazard International Portfolio                      July 1, 2002
Roszel/Credit Suisse International Portfolio               July 1, 2002
Roszel/Lord Abbett Government Securities Portfolio         July 1, 2002
Roszel/MLIM Fixed-Income Portfolio                         July 1, 2002
ML Domestic Money Market V.I. Fund                         February 21, 1992



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

Average annual total returns are calculated using subaccount unit values
calculated on each valuation day based on the performance of the corresponding
underlying Fund, the deductions for the asset-based insurance charge and the
contract fee, and assume a surrender of the Contract at the end of the period
for the return quotation (although the Contract does not impose a surrender
charge). For purposes of calculating total return, an average per dollar
contract fee attributable to the hypothetical account for the period is used.
Based on our current estimates of average contract size and withdrawals, we have
assumed the average contract fee to be 0.00%. The average annual total return is
then calculated according to the following formula:

                            TR = ((ERV/P)(1/N)) -- 1

Where:


    
TR    =   the average annual total return net of subaccount recurring
          charges (such as the asset-based insurance charge and
          contract fee).

ERV   =   the ending redeemable value 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.


From time to time, Merrill Lynch Life also may quote in sales literature or
advertisements total returns for other periods.

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

                                        6


than one subaccount or assuming monthly transfers from a specified subaccount to
one or more designated subaccounts under a dollar cost averaging program.
Merrill Lynch Life also may quote in sales literature or advertisements total
returns or other performance information for a hypothetical Contract assuming
participation in an asset allocation or rebalancing 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 the charges described above. 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 a specified subaccount (the "DCA subaccount") at the
beginning of that period and monthly transfers of a portion of the contract
value from the DCA subaccount to designated other 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 DCA 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 other 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. 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.

                                        7



INDEPENDENT AUDITORS' REPORT


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

We  have  audited the accompanying statements of assets  and
liabilities of each of the divisions of Merrill  Lynch  Life
Variable  Annuity  Separate Account C (commenced  operations
July  1,  2002),  comprised of divisions  investing  in  the
Domestic  Money  Market V.I. Fund, Roszel  /  Credit  Suisse
International   Portfolio,  Roszel  /  Lazard  International
Portfolio, Roszel / Levin Large Cap Value Portfolio,  Roszel
/ Lord Abbett Government Securities Portfolio, Roszel / Lord
Abbett Large Cap Value Portfolio, Roszel / MLIM Fixed-Income
Portfolio, Roszel / MLIM Relative Value Portfolio, Roszel  /
INVESCO-NAM  Large  Cap Core Portfolio, Roszel  /  Neuberger
Berman  Small  Cap  Growth  Portfolio,  Roszel  /  Nicholas-
Applegate Large Cap Growth Portfolio, Roszel / NWQ Small Cap
Value  Portfolio,  Roszel  / Rittenhouse  Large  Cap  Growth
Portfolio,  Roszel  /  Seneca Large  Cap  Growth  Portfolio,
Roszel  /  Seneca Mid Cap Growth Portfolio, Roszel  /  Sound
Large  Cap Core Portfolio, and Roszel / Valenzuela  Mid  Cap
Value  Portfolio  (collectively,  the  "Divisions")  as   of
December  31, 2002 and the related statements of  operations
and  changes in net assets for the period then ended.  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   auditing
standards  generally  accepted  in  the  United  States   of
America.   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, 2002.  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  positions  of  the
Divisions  as  of  December 31, 2002, the results  of  their
operations  and  the  changes in their net  assets  for  the
period  then ended, in conformity with accounting principles
generally accepted in the United States of America.

Deloitte & Touche, LLP
New York, New York


March 7, 2003


MERRILL LYNCH LIFE VARIABLE ANNUITY SEPARATE ACCOUNT C
MERRILL LYNCH LIFE INSURANCE COMPANY
STATEMENT OF ASSETS AND LIABILITIES
FOR THE PERIOD ENDED DECEMBER 31, 2002



                                                                                          Divisions Investing In
                                                                        ========================================================
                                                                                                Roszel /
                                                                              Domestic           Credit            Roszel /
                                                                               Money             Suisse             Lazard
                                                                               Market         International      International
                                                                             V.I. Fund          Portfolio          Portfolio
                                                                        ================== ================== ==================
                                                                                                     
(In thousands)

Assets
  Investment in Merrill Lynch Variable Series Funds, Inc. (Note 1):
    Domestic Money Market V.I. Fund, 8,503 shares
      (Cost $8,503)                                                     $           8,503  $                  $

  Investments in MLIG Variable Insurance Trust (Note 1):
    Roszel / Credit Suisse International Portfolio, 271 shares
      (Cost $2,454)                                                                                    2,417

    Roszel / Lazard International Portfolio, 126 shares
      (Cost $1,137)                                                                                                       1,125
                                                                        ------------------ ------------------ ------------------
Total Net Assets                                                        $           8,503  $           2,417  $           1,125
                                                                        ================== ================== ==================

Net Assets
  Accumulation Units                                                    $           8,503  $           2,328  $           1,036
  Retained in Separate Account C by Merrill Lynch Life
    Insurance Company (Note 5)                                                          0                 89                 89
                                                                        ------------------ ------------------ ------------------

      Total Net Assets                                                  $           8,503  $           2,417  $           1,125
                                                                        ================== ================== ==================


See accompanying notes to financial statements.




MERRILL LYNCH LIFE VARIABLE ANNUITY SEPARATE ACCOUNT C
MERRILL LYNCH LIFE INSURANCE COMPANY
STATEMENT OF ASSETS AND LIABILITIES
FOR THE PERIOD ENDED DECEMBER 31, 2002 (continued)



                                                                                          Divisions Investing In
                                                                        ========================================================
                                                                             Roszel /           Roszel /           Roszel /
                                                                               Levin           Lord Abbett        Lord Abbett
                                                                             Large Cap          Government         Large Cap
                                                                               Value            Securities           Value
                                                                             Portfolio          Portfolio          Portfolio
                                                                        ================== ================== ==================
                                                                                                     
(In thousands)

Assets
  Investments in MLIG Variable Insurance Trust (cont'd) (Note 1):
    Roszel / Levin Large Cap Value Portfolio, 267 shares
      (Cost $2,270)                                                     $           2,273  $                  $

    Roszel / Lord Abbett Government Securities Portfolio, 866 shares
      (Cost $8,984)                                                                                    9,081

    Roszel / Lord Abbett Large Cap Value Portfolio, 556 shares
      (Cost $5,415)                                                                                                       5,540
                                                                        ------------------ ------------------ ------------------
Total Net Assets                                                        $           2,273  $           9,081  $           5,540
                                                                        ================== ================== ==================

Net Assets
  Accumulation Units                                                    $           2,188  $           9,081  $           5,540
  Retained in Separate Account C by Merrill Lynch Life
    Insurance Company (Note 5)                                                         85                  0                  0
                                                                        ------------------ ------------------ ------------------

      Total Net Assets                                                  $           2,273  $           9,081  $           5,540
                                                                        ================== ================== ==================

See accompanying notes to financial statements.




MERRILL LYNCH LIFE VARIABLE ANNUITY SEPARATE ACCOUNT C
MERRILL LYNCH LIFE INSURANCE COMPANY
STATEMENT OF ASSETS AND LIABILITIES
FOR THE PERIOD ENDED DECEMBER 31, 2002 (continued)



                                                                                          Divisions Investing In
                                                                        ========================================================
                                                                             Roszel /           Roszel /           Roszel /
                                                                                MLIM               MLIM           INVESCO-NAM
                                                                               Fixed-           Relative           Large Cap
                                                                               Income             Value               Core
                                                                             Portfolio          Portfolio          Portfolio
                                                                        ================== ================== ==================
                                                                                                     
(In thousands)

Assets
  Investments in MLIG Variable Insurance Trust (cont'd) (Note 1):
    Roszel / MLIM Fixed-Income Portfolio, 1,107 shares
      (Cost $11,164)                                                    $          11,280  $                  $

    Roszel / MLIM Relative Value Portfolio, 652 shares
      (Cost $6,044)                                                                                    6,152

    Roszel / INVESCO-NAM Large Cap Core Portfolio, 179 shares
      (Cost $1,630)                                                                                                       1,586
                                                                        ------------------ ------------------ ------------------
Total Net Assets                                                        $          11,280  $           6,152  $           1,586
                                                                        ================== ================== ==================

Net Assets
  Accumulation Units                                                    $          11,280  $           6,152  $           1,497
  Retained in Separate Account C by Merrill Lynch Life
    Insurance Company (Note 5)                                                          0                  0                 89
                                                                        ------------------ ------------------ ------------------

      Total Net Assets                                                  $          11,280  $           6,152  $           1,586
                                                                        ================== ================== ==================

See accompanying notes to financial statements.




MERRILL LYNCH LIFE VARIABLE ANNUITY SEPARATE ACCOUNT C
MERRILL LYNCH LIFE INSURANCE COMPANY
STATEMENT OF ASSETS AND LIABILITIES
FOR THE PERIOD ENDED DECEMBER 31, 2002 (continued)



                                                                                          Divisions Investing In
                                                                        ========================================================
                                                                             Roszel /           Roszel /           Roszel /
                                                                             Neuberger       Nicholas-Applegate       NWQ
                                                                            Berman Small        Large Cap          Small Cap
                                                                             Cap Growth           Growth             Value
                                                                             Portfolio          Portfolio          Portfolio
                                                                        ================== ================== ==================
                                                                                                     
(In thousands)

Assets
  Investments in MLIG Variable Insurance Trust (cont'd) (Note 1):
    Roszel / Neuberger Berman Small Cap Growth Portfolio, 184 shares
      (Cost $1,509)                                                     $           1,403  $                  $

    Roszel / Nicholas-Applegate Large Cap Growth Portfolio, 61 shares
      (Cost $583)                                                                                        545

    Roszel / NWQ Small Cap Value Portfolio, 265 shares
      (Cost $2,084)                                                                                                       2,054
                                                                        ------------------ ------------------ ------------------
Total Net Assets                                                        $           1,403  $             545  $           2,054
                                                                        ================== ================== ==================

Net Assets
  Accumulation Units                                                    $           1,327  $             456  $           1,977
  Retained in Separate Account C by Merrill Lynch Life
    Insurance Company (Note 5)                                                         76                 89                 77
                                                                        ------------------ ------------------ ------------------

      Total Net Assets                                                  $           1,403  $             545  $           2,054
                                                                        ================== ================== ==================

See accompanying notes to financial statements.




MERRILL LYNCH LIFE VARIABLE ANNUITY SEPARATE ACCOUNT C
MERRILL LYNCH LIFE INSURANCE COMPANY
STATEMENT OF ASSETS AND LIABILITIES
FOR THE PERIOD ENDED DECEMBER 31, 2002 (continued)



                                                                                          Divisions Investing In
                                                                        ========================================================
                                                                             Roszel /           Roszel /           Roszel /
                                                                            Rittenhouse           Seneca             Seneca
                                                                             Large Cap          Large Cap           Mid Cap
                                                                               Growth             Growth             Growth
                                                                             Portfolio          Portfolio          Portfolio
                                                                        ================== ================== ==================
                                                                                                     
(In thousands)

Assets
  Investments in MLIG Variable Insurance Trust (cont'd) (Note 1):
    Roszel / Rittenhouse Large Cap Growth Portfolio, 715 shares
      (Cost $6,726)                                                     $           6,516  $                  $

    Roszel / Seneca Large Cap Growth Portfolio, 261 shares
      (Cost $2,403)                                                                                    2,337

    Roszel / Seneca Mid Cap Growth Portfolio, 214 shares
      (Cost $1,920)                                                                                                       1,841
                                                                        ------------------ ------------------ ------------------
Total Net Assets                                                        $           6,516  $           2,337  $           1,841
                                                                        ================== ================== ==================

Net Assets
  Accumulation Units                                                    $           6,516  $           2,247  $           1,755
  Retained in Separate Account C by Merrill Lynch Life
    Insurance Company (Note 5)                                                          0                 90                 86
                                                                        ------------------ ------------------ ------------------

      Total Net Assets                                                  $           6,516  $           2,337  $           1,841
                                                                        ================== ================== ==================

See accompanying notes to financial statements.




MERRILL LYNCH LIFE VARIABLE ANNUITY SEPARATE ACCOUNT C
MERRILL LYNCH LIFE INSURANCE COMPANY
STATEMENT OF ASSETS AND LIABILITIES
FOR THE PERIOD ENDED DECEMBER 31, 2002 (continued)



                                                                               Divisions Investing In
                                                                        =====================================
                                                                             Roszel /           Roszel /
                                                                               Sound            Valenzuela
                                                                             Large Cap           Mid Cap
                                                                                Core              Value
                                                                             Portfolio          Portfolio
                                                                        ================== ==================
                                                                                     
(In thousands)

Assets
  Investments in MLIG Variable Insurance Trust (cont'd) (Note 1):
    Roszel / Sound Large Cap Core Portfolio, 57 shares
      (Cost $539)                                                       $             513  $

    Roszel / Valenzuela Mid Cap Value Portfolio, 393 shares
      (Cost $3,253)                                                                                    3,129

                                                                        ------------------ -------------------
Total Net Assets                                                        $             513  $           3,129
                                                                        ================== ===================

Net Assets
  Accumulation Units                                                    $             423  $           3,049
  Retained in Separate Account C by Merrill Lynch Life
    Insurance Company (Note 5)                                                         90                 80
                                                                        ------------------ ------------------

      Total Net Assets                                                  $             513  $           3,129
                                                                        ================== ===================
See accompanying notes to financial statements.




MERRILL LYNCH LIFE VARIABLE ANNUITY SEPARATE ACCOUNT C
MERRILL LYNCH LIFE INSURANCE COMPANY
STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS
FOR THE PERIOD ENDED DECEMBER 31, 2002



                                                                                          Divisions Investing In
                                                                        ========================================================
                                                                                                Roszel /
                                                                              Domestic            Credit           Roszel /
                                                                               Money              Suisse             Lazard
                                                                               Market         International      International
                                                                             V.I. Fund          Portfolio          Portfolio
                                                                        ================== ================== ==================
                                                                                                     
(In thousands)

Investment Income (Loss):
 Ordinary Dividends (Note 2)                                            $              41  $               0  $               0
 Asset-Based Insurance Charges (Note 3)                                               (60)               (11)                (2)
                                                                        ------------------ ------------------ ------------------
  Net Investment Income (Loss)                                                        (19)               (11)                (2)
                                                                        ------------------ ------------------ ------------------
Realized and Unrealized Gains (Losses)
  On Investments:
 Net Realized Gains (Losses) (Note 2)                                                   0                (16)                 0
 Net Change In Unrealized Appreciation
  (Depreciation) During the Year                                                        0                (25)                (1)
                                                                        ------------------ ------------------ ------------------
  Net Gain (Loss) on Investments                                                        0                (41)                (1)
                                                                        ------------------ ------------------ ------------------
Net Increase (Decrease) in Net Assets
 Resulting from Operations                                                            (19)               (52)                (3)
                                                                        ------------------ ------------------ ------------------
Contract Transactions:
 Premiums Received from Contract Owners                                            65,890                179                  9
 Contract Owner Withdrawals                                                        (1,046)               (56)                 0
 Net Transfers In (Out) (Note 4)                                                  (56,322)             2,257              1,030
                                                                        ------------------ ------------------ ------------------
  Net Increase in Net Assets
   Resulting from Contract Transactions                                             8,522              2,380              1,039
                                                                        ------------------ ------------------ ------------------
 Increase in Amounts Retained
  in Separate Account C, net (Note 5)                                                   0                 89                 89
                                                                        ------------------ ------------------ ------------------

Total Increase in Net Assets                                                        8,503              2,417              1,125
Net Assets, Beginning of Period                                                         0                  0                  0
                                                                        ------------------ ------------------ ------------------
Net Assets, End of Period                                               $           8,503  $           2,417  $           1,125
                                                                        ================== ================== ==================

See accompanying notes to financial statements.




MERRILL LYNCH LIFE VARIABLE ANNUITY SEPARATE ACCOUNT C
MERRILL LYNCH LIFE INSURANCE COMPANY
STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 2002 (continued)



                                                                                          Divisions Investing In
                                                                        ========================================================
                                                                             Roszel /           Roszel /           Roszel /
                                                                               Levin           Lord Abbett        Lord Abbett
                                                                             Large Cap          Government         Large Cap
                                                                               Value            Securities           Value
                                                                             Portfolio          Portfolio          Portfolio
                                                                        ================== ================== ==================
                                                                                                     
(In thousands)

Investment Income (Loss):
 Ordinary Dividends (Note 2)                                            $               0  $              36  $               0
 Asset-Based Insurance Charges (Note 3)                                                (9)               (33)               (21)
                                                                        ------------------ ------------------ ------------------
  Net Investment Income (Loss)                                                         (9)                 3                (21)
                                                                        ------------------ ------------------ ------------------
Realized and Unrealized Gains (Losses)
  On Investments:
 Net Realized Gains (Losses) (Note 2)                                                  (3)                 9                 10
 Net Change In Unrealized Appreciation
  (Depreciation) During the Year                                                       19                 97                126
                                                                        ------------------ ------------------ ------------------
  Net Gain (Loss) on Investments                                                       16                106                136
                                                                        ------------------ ------------------ ------------------
Net Increase (Decrease) in Net Assets
 Resulting from Operations                                                              7                109                115
                                                                        ------------------ ------------------ ------------------
Contract Transactions:
 Premiums Received from Contract Owners                                                86                366                 75
 Contract Owner Withdrawals                                                           (27)              (337)               (66)
 Net Transfers In (Out) (Note 4)                                                    2,122              8,943              5,416
                                                                        ------------------ ------------------ ------------------
  Net Increase in Net Assets
   Resulting from Contract Transactions                                             2,181              8,972              5,425
                                                                        ------------------ ------------------ ------------------
 Increase in Amounts Retained
  in Separate Account C, net (Note 5)                                                  85                  0                  0
                                                                        ------------------ ------------------ ------------------
Total Increase in Net Assets                                                        2,273              9,081              5,540
Net Assets, Beginning of Period                                                         0                  0                  0
                                                                        ------------------ ------------------ ------------------
Net Assets, End of Period                                               $           2,273  $           9,081  $           5,540
                                                                        ================== ================== ==================

See accompanying notes to financial statements.




MERRILL LYNCH LIFE VARIABLE ANNUITY SEPARATE ACCOUNT C
MERRILL LYNCH LIFE INSURANCE COMPANY
STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 2002 (continued)



                                                                                          Divisions Investing In
                                                                        ========================================================
                                                                             Roszel /           Roszel /           Roszel /
                                                                                MLIM               MLIM           INVESCO-NAM
                                                                               Fixed-            Relative          Large Cap
                                                                               Income             Value               Core
                                                                             Portfolio          Portfolio          Portfolio
                                                                        ================== ================== ==================
                                                                                                     
(In thousands)

Investment Income (Loss):
 Ordinary Dividends (Note 2)                                            $              54  $               0  $               0
 Asset-Based Insurance Charges (Note 3)                                               (40)               (23)                (6)
                                                                        ------------------ ------------------ ------------------
  Net Investment Income (Loss)                                                         14                (23)                (6)
                                                                        ------------------ ------------------ ------------------
Realized and Unrealized Gains (Losses)
  On Investments:
 Net Realized Gains (Losses) (Note 2)                                                   1                 12                 (2)
 Net Change In Unrealized Appreciation
  (Depreciation) During the Year                                                      117                107                (33)
                                                                        ------------------ ------------------ ------------------
  Net Gain (Loss) on Investments                                                      118                119                (35)
                                                                        ------------------ ------------------ ------------------
Net Increase (Decrease) in Net Assets
 Resulting from Operations                                                            132                 96                (41)
                                                                        ------------------ ------------------ ------------------
Contract Transactions:
 Premiums Received from Contract Owners                                               615                293                 49
 Contract Owner Withdrawals                                                          (292)              (274)               (25)
 Net Transfers In (Out) (Note 4)                                                   10,825              6,037              1,514
                                                                        ------------------ ------------------ ------------------
  Net Increase in Net Assets
   Resulting from Contract Transactions                                            11,148              6,056              1,538
                                                                        ------------------ ------------------ ------------------
 Increase in Amounts Retained
  in Separate Account C, net (Note 5)                                                   0                  0                 89
                                                                        ------------------ ------------------ ------------------
Total Increase in Net Assets                                                       11,280              6,152              1,586
Net Assets, Beginning of Period                                                         0                  0                  0
                                                                        ------------------ ------------------ ------------------
Net Assets, End of Period                                               $          11,280  $           6,152  $           1,586
                                                                        ================== ================== ==================

See accompanying notes to financial statements.




MERRILL LYNCH LIFE VARIABLE ANNUITY SEPARATE ACCOUNT C
MERRILL LYNCH LIFE INSURANCE COMPANY
STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 2002 (continued)



                                                                                          Divisions Investing In
                                                                        ========================================================
                                                                             Roszel /           Roszel /           Roszel /
                                                                             Neuberger       Nicholas-Applegate       NWQ
                                                                            Berman Small        Large Cap          Small Cap
                                                                             Cap Growth           Growth             Value
                                                                             Portfolio          Portfolio          Portfolio
                                                                        ================== ================== ==================
                                                                                                     
(In thousands)

Investment Income (Loss):
 Ordinary Dividends (Note 2)                                            $               0  $               0  $               0
 Asset-Based Insurance Charges (Note 3)                                                (6)                (2)                (8)
                                                                        ------------------ ------------------ ------------------
  Net Investment Income (Loss)                                                         (6)                (2)                (8)
                                                                        ------------------ ------------------ ------------------
Realized and Unrealized Gains (Losses)
  On Investments:
 Net Realized Gains (Losses) (Note 2)                                                   0                 (1)                (9)
 Net Change In Unrealized Appreciation
  (Depreciation) During the Year                                                      (81)               (26)                (6)
                                                                        ------------------ ------------------ ------------------
  Net Gain (Loss) on Investments                                                      (81)               (27)               (15)
                                                                        ------------------ ------------------ ------------------
Net Increase (Decrease) in Net Assets
 Resulting from Operations                                                            (87)               (29)               (23)
                                                                        ------------------ ------------------ ------------------
Contract Transactions:
 Premiums Received from Contract Owners                                                11                 18                 58
 Contract Owner Withdrawals                                                           (63)                (2)               (97)
 Net Transfers In (Out) (Note 4)                                                    1,466                469              2,039
                                                                        ------------------ ------------------ ------------------
  Net Increase in Net Assets
   Resulting from Contract Transactions                                             1,414                485              2,000
                                                                        ------------------ ------------------ ------------------
 Increase in Amounts Retained
  in Separate Account C, net (Note 5)                                                  76                 89                 77
                                                                        ------------------ ------------------ ------------------
Total Increase in Net Assets                                                        1,403                545              2,054
Net Assets, Beginning of Period                                                         0                  0                  0
                                                                        ------------------ ------------------ ------------------
Net Assets, End of Period                                               $           1,403  $             545  $           2,054
                                                                        ================== ================== ==================

See accompanying notes to financial statements.




MERRILL LYNCH LIFE VARIABLE ANNUITY SEPARATE ACCOUNT C
MERRILL LYNCH LIFE INSURANCE COMPANY
STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 2002 (continued)



                                                                                          Divisions Investing In
                                                                        ========================================================
                                                                             Roszel /           Roszel /           Roszel /
                                                                            Rittenhouse           Seneca             Seneca
                                                                             Large Cap          Large Cap           Mid Cap
                                                                               Growth             Growth             Growth
                                                                             Portfolio          Portfolio          Portfolio
                                                                        ================== ================== ==================
                                                                                                     
(In thousands)

Investment Income (Loss):
 Ordinary Dividends (Note 2)                                            $               0  $               0  $               0
 Asset-Based Insurance Charges (Note 3)                                               (24)                (9)                (6)
                                                                        ------------------ ------------------ ------------------
  Net Investment Income (Loss)                                                        (24)                (9)                (6)
                                                                        ------------------ ------------------ ------------------
Realized and Unrealized Gains (Losses)
  On Investments:
 Net Realized Gains (Losses) (Note 2)                                                  12                  1                 (1)
 Net Change In Unrealized Appreciation
  (Depreciation) During the Year                                                     (210)               (55)               (66)
                                                                        ------------------ ------------------ ------------------
  Net Gain (Loss) on Investments                                                     (198)               (54)               (67)
                                                                        ------------------ ------------------ ------------------
Net Increase (Decrease) in Net Assets
 Resulting from Operations                                                           (222)               (63)               (73)
                                                                        ------------------ ------------------ ------------------
Contract Transactions:
 Premiums Received from Contract Owners                                               359                 15                 17
 Contract Owner Withdrawals                                                          (182)               (25)               (21)
 Net Transfers In (Out) (Note 4)                                                    6,561              2,320              1,832
                                                                        ------------------ ------------------ ------------------
  Net Increase in Net Assets
   Resulting from Contract Transactions                                             6,738              2,310              1,828
                                                                        ------------------ ------------------ ------------------
 Increase in Amounts Retained
  in Separate Account C, net (Note 5)                                                   0                 90                 86
                                                                        ------------------ ------------------ ------------------
Total Increase in Net Assets                                                        6,516              2,337              1,841
Net Assets, Beginning of Period                                                         0                  0                  0
                                                                        ------------------ ------------------ ------------------
Net Assets, End of Period                                               $           6,516  $           2,337  $           1,841
                                                                        ================== ================== ==================

See accompanying notes to financial statements.




MERRILL LYNCH LIFE VARIABLE ANNUITY SEPARATE ACCOUNT C
MERRILL LYNCH LIFE INSURANCE COMPANY
STATEMENTS OF OPERATIONS AND CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 2002 (continued)



                                                                               Divisions Investing In
                                                                        =====================================
                                                                             Roszel /           Roszel /
                                                                               Sound            Valenzuela
                                                                             Large Cap           Mid Cap
                                                                                Core              Value
                                                                             Portfolio          Portfolio
                                                                        ================== ==================
                                                                                     
(In thousands)

Investment Income (Loss):
 Ordinary Dividends (Note 2)                                            $               0  $               0
 Asset-Based Insurance Charges (Note 3)                                                (1)               (11)
                                                                        ------------------ ------------------
  Net Investment Income (Loss)                                                         (1)               (11)
                                                                        ------------------ ------------------
Realized and Unrealized Gains (Losses)
  On Investments:
 Net Realized Gains (Losses) (Note 2)                                                  (2)                (7)
 Net Change In Unrealized Appreciation
  (Depreciation) During the Year                                                      (16)              (104)
                                                                        ------------------ ------------------
  Net Gain (Loss) on Investments                                                      (18)              (111)
                                                                        ------------------ ------------------
Net Increase (Decrease) in Net Assets
 Resulting from Operations                                                            (19)              (122)
                                                                        ------------------ ------------------
Contract Transactions:
 Premiums Received from Contract Owners                                                 0                225
 Contract Owner Withdrawals                                                            (1)              (102)
 Net Transfers In (Out) (Note 4)                                                      443              3,048
                                                                        ------------------ ------------------
  Net Increase in Net Assets
   Resulting from Contract Transactions                                               442              3,171
                                                                        ------------------ ------------------
 Increase in Amounts Retained
  in Separate Account C, net (Note 5)                                                  90                 80
                                                                        ------------------ ------------------
Total Increase in Net Assets                                                          513              3,129
Net Assets, Beginning of Period                                                         0                  0
                                                                        ------------------ ------------------
Net Assets, End of Period                                               $             513  $           3,129
                                                                        ================== ==================

See accompanying notes to financial statements.




MERRILL LYNCH LIFE VARIABLE ANNUITY SEPARATE ACCOUNT C
MERRILL LYNCH LIFE INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION

   Merrill  Lynch Life Variable Annuity Separate  Account  C
   ("Separate  Account  C"), a separate account  of  Merrill
   Lynch Life Insurance Company ("Merrill Lynch Life"),  was
   established  to  support Merrill Lynch Life's  operations
   with   respect  to  certain  variable  annuity  contracts
   ("Contracts"). Separate Account C is governed by Arkansas
   State  Insurance Law. Merrill Lynch Life is  an  indirect
   wholly  owned  subsidiary of Merrill Lynch  &  Co.,  Inc.
   ("Merrill   Lynch  &  Co.").   Separate  Account   C   is
   registered   as  a  unit  investment  trust   under   the
   Investment Company Act of 1940, as amended, and  consists
   of   seventeen  investment  divisions  that  support  one
   annuity  contract - Consults Annuity. Merrill Lynch  Life
   commenced sales of Consults Annuity contracts on July  1,
   2002. The investment divisions are as follows:

   -  Merrill Lynch Variable Series Funds, Inc. - One of the
      investment divisions invests in the shares of a single
      mutual  fund  portfolio  of the Merrill Lynch Variable
      Series  Funds,  Inc.  ("Merrill  Variable Funds"). The
      Investment  advisor  to the  Merrill Variable Funds is
      Merrill  Lynch Investment  Managers, L.P. ("MLIM"), an
      indirect subsidiary of Merrill Lynch & Co.

   -  MLIG   Variable   Insurance  Trust -  Sixteen  of  the
      investment divisions  each  invest in  the shares of a
      single  mutual  fund  portfolio  of  the MLIG Variable
      Insurance Trust("MLIG Variable Trust"). The investment
      advisor to the MLIG Variable Trust is Roszel Advisors,
      LLC, an indirect subsidiary of Merrill Lynch & Co.

   The  assets of Separate Account C are registered  in  the
   name  of  Merrill  Lynch Life. The  portion  of  Separate
   Account  C'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 accumulated in Separate Account
   C  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. SIGNIFICANT ACCOUNTING POLICIES

   The   financial  statements  included  herein  have  been
   prepared   in   accordance  with  accounting   principles
   generally  accepted in the United States of  America  for
   variable  annuity  separate accounts registered  as  unit
   investment   trusts.   The   preparation   of   financial
   statements   in  conformity  with  accounting  principles
   generally  accepted  in  the  United  States  of  America
   requires  management  to make  estimates and  assumptions
   that   affect  the   reported   amounts   of  assets  and
   liabilities  and  disclosure  of  contingent  assets  and
   liabilities at the date of  the financial statements  and
   the  reported amounts  of  revenues  and expenses  during
   the  reporting period.  Actual  results could differ from
   those estimates.

   Investments  of the investment divisions are included  in
   the  statement of assets and liabilities at the net asset
   value  of the shares held in the underlying funds,  which
   value  their investments at market value. Dividend income
   includes    ordinary   dividends   and    capital    gain
   distributions and is recognized on the ex-dividend  date.
   All  dividends  are  automatically reinvested.   Realized
   gains and losses on the sales of investments are computed
   on the first in first out basis.  Investment transactions
   are recorded on the trade date.

   The  operations of Separate Account C 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 C  for any  Federal
   income tax attributable to Separate Account C.  No charge
   is currently  being  made against  Separate Account C 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 that  is  attributable  to
   Separate  Account  C if the law is changed.  Charges  for
   state  and local taxes, if any, attributable to  Separate
   Account C may also be made.

3. CHARGES AND FEES

   Merrill  Lynch  Life assumes mortality and expense  risks
   related to Contracts investing in Separate Account C  and
   deducts  a daily charge at a rate of 1.85% (on an  annual
   basis)  of the net assets of Separate Account C to  cover
   these  risks.  Merrill Lynch Life will apply  a  contract
   value  credit if on the last business day of  each  month
   and  upon termination of the Contract the contract  value
   is $250,000 or greater.

   Merrill Lynch Life deducts a contract maintenance  charge
   of  $50  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 redeeming accumulation units  with  a
   value  equal to the charge. This charge is waived on  all
   Contracts when, on the date the charge would otherwise be
   deducted,  (i) the Contract value is equal to or  greater
   than $75,000 or (ii) premiums  less withdrawals is  equal
   to or greater than $75,000. The charge is  also waived in
   certain circumstances where multiple contracts are owned.

   Contract  owners  may make up to twelve  transfers  among
   investment   divisions  per   contract   year     without
   charge.   Additional  transfers may  be  permitted  at  a
   charge of $25 per transfer.

   Contract  owners  may  select the Estate  Enhancer  death
   benefit,  which provides for which provides  coverage  in
   addition to that provided by the death benefit. When  the
   Estate Enhancer death benefit is combined with either the
   Maximum  Anniversary Value or Premiums Compounded  at  5%
   guaranteed  minimum  death benefits, Merrill  Lynch  Life
   will  deduct  a  charge  equal to 0.25%  of  the  average
   Contract  value  at  the end of each of  the  prior  four
   contract  quarters.  A pro rata charge is collected  upon
   the termination of the rider or the Contract.

4. NET TRANSFERS

   Net transfers include transfers among applicable Separate
   Account C investment divisions.

5. INVESTMENTS IN SEPARATE ACCOUNT

   The  $940,000 in net assets retained by Merrill Lynch Life
   in  Separate Account C represent an investment by  Merrill
   Lynch  Life  in certain investment divisions to facilitate
   the  establishment of those investment divisions.  Merrill
   Lynch  Life's  investment is not subject  to  charges  for
   mortality  and  expense risks and may  be  transferred  to
   Merrill Lynch Life's General Account.


6.  PURCHASES AND SALES OF INVESTMENTS



The  cost of purchases and proceeds from sales of investments for the period  ended December 31, 2002 were as
follows:

(In thousands)
                                                                             Purchases            Sales
                                                                        ------------------ ------------------
                                                                                     
  Domestic Money Market V.I. Fund                                       $          34,088  $          25,585
  Roszel / Credit Suisse International Portfolio                                    2,902                433
  Roszel / Lazard International Portfolio                                           1,242                105
  Roszel / Levin Large Cap Value Portfolio                                          2,453                181
  Roszel / Lord Abbett Government Securities Portfolio                              9,632                660
  Roszel / Lord Abbett Large Cap Value Portfolio                                    5,756                353
  Roszel / MLIM Fixed-Income Portfolio                                             12,001                840
  Roszel / MLIM Relative Value Portfolio                                            6,569                533
  Roszel / INVESCO-NAM Large Cap Core Portfolio                                     1,784                152
  Roszel / Neuberger Berman Small Cap Growth Portfolio                              1,721                212
  Roszel / Nicholas-Applegate Large Cap Growth Portfolio                              724                140
  Roszel / NWQ Small Cap Value Portfolio                                            2,329                235
  Roszel / Rittenhouse Large Cap Growth Portfolio                                   7,104                384
  Roszel / Seneca Large Cap Growth Portfolio                                        2,528                126
  Roszel / Seneca Mid Cap Growth Portfolio                                          2,061                140
  Roszel / Sound Large Cap Core Portfolio                                             663                122
  Roszel / Valenzuela Mid Cap Value Portfolio                                       3,474                214
                                                                        ------------------ ------------------
                                                                        $          97,031  $          30,415
                                                                        ================== ==================




7.     UNIT VALUES



The  following is a  summary of  unit values  and units outstanding  for the variable annuity  contract. Information  shown
includes  investment income  (excluding  distributions of  capital  gains)  and the  annualized  contract expenses  of  the
separate  account,  as a percentage of average net  assets, excluding expenses  of the  underlying  funds and  charges made
directly  to contract owner accounts through  the redemption of units  for the period  ended  December 31, or a lesser time
period, if applicable. The recognition of investment income by the sub-account is affected by the timing of the declaration
of  dividends by  the underlying  fund in which  the sub-account  invests. The investment  income ratio  is calculated on a
prospective  basis and  is  presented for  the period  July 1, 2002 through December  31, 2002, or lesser  time period,  if
applicable.  For  all funds  excluding Domestic Money Market V.I. Fund,  total return  calculations represent the  one year
total return (or from inception to December 31 if less than one year) and do not reflect contingent deferred sales charges.
Total  return calculations  for the Domestic  Money Market V.I.  Fund represent  the yield  for the seven day  period ended
December 31.

(In thousands, except unit values)

Domestic Money Market V.I. Fund
------------------------------------------------------
                                                                                 Investment
                                                                    Net Assets     Income         Expense        Total
            December 31,            Units (000's)     Unit Value      (000's)       Ratio          Ratio        Return
                                    ---------------------------------------------------------------------------------------
                                                                                            
                2002                          853   $        9.97 $       8,503          1.26%         1.85%        -0.90%

Roszel / Credit Suisse International Portfolio
------------------------------------------------------
                                                                                 Investment
                                                                    Net Assets     Income         Expense        Total
            December 31,            Units (000's)     Unit Value      (000's)       Ratio          Ratio        Return
                                    ---------------------------------------------------------------------------------------
                2002                          264   $        8.83 $       2,328          0.00%         1.85%       -11.72%

Roszel / Lazard International Portfolio
------------------------------------------------------
                                                                                 Investment
                                                                    Net Assets     Income         Expense        Total
            December 31,            Units (000's)     Unit Value      (000's)       Ratio          Ratio        Return
                                    ---------------------------------------------------------------------------------------
                2002                          117   $        8.85 $       1,036          0.00%         1.85%       -11.53%

Roszel / Levin Large Cap Value Portfolio
------------------------------------------------------
                                                                                 Investment
                                                                    Net Assets     Income         Expense        Total
            December 31,            Units (000's)     Unit Value      (000's)       Ratio          Ratio        Return
                                    ---------------------------------------------------------------------------------------
                2002                          260   $        8.43 $       2,188          0.00%         1.85%       -15.69%

Roszel / Lord Abbett Government Securities Portfolio
------------------------------------------------------
                                                                                 Investment
                                                                    Net Assets     Income         Expense        Total
            December 31,            Units (000's)     Unit Value      (000's)       Ratio          Ratio        Return
                                    ---------------------------------------------------------------------------------------
                2002                          867   $       10.47 $       9,081          2.02%         1.85%         4.73%



7.     UNIT VALUES (continued)



Roszel / Lord Abbett Large Cap Value Portfolio
------------------------------------------------------
                                                                                 Investment
                                                                    Net Assets     Income         Expense        Total
            December 31,            Units (000's)     Unit Value      (000's)       Ratio          Ratio        Return
                                    ---------------------------------------------------------------------------------------
                                                                                            
                2002                          561   $        9.87 $       5,540          0.00%         1.85%        -1.32%

Roszel / MLIM Fixed-Income Portfolio
------------------------------------------------------
                                                                                 Investment
                                                                    Net Assets     Income         Expense        Total
            December 31,            Units (000's)     Unit Value      (000's)       Ratio          Ratio        Return
                                    ---------------------------------------------------------------------------------------
                2002                        1,108   $       10.18 $      11,280          2.50%         1.85%         1.80%

Roszel / MLIM Relative Value Portfolio
------------------------------------------------------
                                                                                 Investment
                                                                    Net Assets     Income         Expense        Total
            December 31,            Units (000's)     Unit Value      (000's)       Ratio          Ratio        Return
                                    ---------------------------------------------------------------------------------------
                2002                          658   $        9.35 $       6,152          0.00%         1.85%        -6.47%

Roszel / INVESCO-NAM Large Cap Core Portfolio
------------------------------------------------------
                                                                                 Investment
                                                                    Net Assets     Income         Expense        Total
            December 31,            Units (000's)     Unit Value      (000's)       Ratio          Ratio        Return
                                    ---------------------------------------------------------------------------------------
                2002                          170   $        8.80 $       1,497          0.00%         1.85%       -12.02%

Roszel / Neuberger Berman Small Cap Growth Portfolio
------------------------------------------------------
                                                                                 Investment
                                                                    Net Assets     Income         Expense        Total
            December 31,            Units (000's)     Unit Value      (000's)       Ratio          Ratio        Return
                                    ---------------------------------------------------------------------------------------
                2002                          176   $        7.55 $       1,327          0.00%         1.85%       -24.51%

Roszel / Nicholas-Applegate Large Cap Growth Portfolio
------------------------------------------------------
                                                                                 Investment
                                                                    Net Assets     Income         Expense        Total
            December 31,            Units (000's)     Unit Value      (000's)       Ratio          Ratio        Return
                                    ---------------------------------------------------------------------------------------
                2002                           52   $        8.83 $         456          0.00%         1.85%       -11.72%




7.     UNIT VALUES (continued)



Roszel / NWQ Small Cap Value Portfolio
------------------------------------------------------
                                                                                 Investment
                                                                    Net Assets     Income         Expense        Total
            December 31,            Units (000's)     Unit Value      (000's)       Ratio          Ratio        Return
                                    ---------------------------------------------------------------------------------------
                                                                                            
                2002                          258   $        7.67 $       1,977          0.00%         1.85%       -23.32%

Roszel / Rittenhouse Large Cap Growth Portfolio
------------------------------------------------------
                                                                                 Investment
                                                                    Net Assets     Income         Expense        Total
            December 31,            Units (000's)     Unit Value      (000's)       Ratio          Ratio        Return
                                    ---------------------------------------------------------------------------------------
                2002                          722   $        9.03 $       6,516          0.00%         1.85%        -9.74%

Roszel / Seneca Large Cap Growth Portfolio
------------------------------------------------------
                                                                                 Investment
                                                                    Net Assets     Income         Expense        Total
            December 31,            Units (000's)     Unit Value      (000's)       Ratio          Ratio        Return
                                    ---------------------------------------------------------------------------------------
                2002                          253   $        8.89 $       2,247          0.00%         1.85%       -11.13%

Roszel / Seneca Mid Cap Growth Portfolio
------------------------------------------------------
                                                                                 Investment
                                                                    Net Assets     Income         Expense        Total
            December 31,            Units (000's)     Unit Value      (000's)       Ratio          Ratio        Return
                                    ---------------------------------------------------------------------------------------
                2002                          205   $        8.54 $       1,755          0.00%         1.85%       -14.60%

Roszel / Sound Large Cap Core Portfolio
------------------------------------------------------
                                                                                 Investment
                                                                    Net Assets     Income         Expense        Total
            December 31,            Units (000's)     Unit Value      (000's)       Ratio          Ratio        Return
                                    ---------------------------------------------------------------------------------------
                2002                           47   $        8.96 $         423          0.00%         1.85%       -10.44%

Roszel / Valenzuela Mid Cap Value Portfolio
------------------------------------------------------
                                                                                 Investment
                                                                    Net Assets     Income         Expense        Total
            December 31,            Units (000's)     Unit Value      (000's)       Ratio          Ratio        Return
                                    ---------------------------------------------------------------------------------------
                2002                          387   $        7.89 $       3,049          0.00%         1.85%       -21.14%




8.     UNITS ISSUED AND REDEEMED



Units issued and redeemed during 2002 were as follows:

                                                                 Roszel /                                  Roszel /
                                                                 Credit               Roszel /              Levin
                                           Domestic               Suisse               Lazard             Large Cap
                                             Money            International        International            Value
                                        Market V.I. Fund        Portfolio            Portfolio            Portfolio
                                      -------------------- -------------------- -------------------- --------------------
                                                                                         
(In thousands)

Outstanding at January 1, 2002                          0                    0                    0                    0
Activity during 2002:
     Issued                                         3,406                  301                  118                  269
     Redeemed                                      (2,553)                 (37)                  (1)                  (9)
                                      -------------------- -------------------- -------------------- --------------------
Outstanding at December 31, 2002                      853                  264                  117                  260
                                      ==================== ==================== ==================== ====================



8.     UNITS ISSUED AND REDEEMED (continued)



                                            Roszel /             Roszel /             Roszel /             Roszel /
                                          Lord Abbett          Lord Abbett              MLIM                 MLIM
                                           Government           Large Cap              Fixed-              Relative
                                           Securities             Value               Income                Value
                                           Portfolio            Portfolio            Portfolio            Portfolio
                                      -------------------- -------------------- -------------------- --------------------
                                                                                         
(In thousands)

Outstanding at January 1, 2002                          0                    0                    0                    0
Activity during 2002:
     Issued                                           908                  576                1,141                  694
     Redeemed                                         (41)                 (15)                 (33)                 (36)
                                      -------------------- -------------------- -------------------- --------------------
Outstanding at December 31, 2002                      867                  561                1,108                  658
                                      ==================== ==================== ==================== ====================



8.     UNITS ISSUED AND REDEEMED (continued)



                                            Roszel /             Roszel /             Roszel /             Roszel /
                                          INVESCO-NAM           Neuberger        Nicholas-Applegate          NWQ
                                           Large Cap           Berman Small          Large Cap            Small Cap
                                              Core              Cap Growth             Growth               Value
                                           Portfolio            Portfolio            Portfolio            Portfolio
                                      -------------------- -------------------- -------------------- --------------------
                                                                                         
(In thousands)

Outstanding at January 1, 2002                          0                    0                    0                    0
Activity during 2002:
     Issued                                           176                  189                   56                  275
     Redeemed                                          (6)                 (13)                  (4)                 (17)
                                      -------------------- -------------------- -------------------- --------------------
Outstanding at December 31, 2002                      170                  176                   52                  258
                                      ==================== ==================== ==================== ====================



8.     UNITS ISSUED AND REDEEMED (continued)


                                            Roszel /             Roszel /             Roszel /             Roszel /
                                          Rittenhouse             Seneca               Seneca               Sound
                                           Large Cap            Large Cap             Mid Cap             Large Cap
                                             Growth               Growth               Growth                Core
                                           Portfolio            Portfolio            Portfolio            Portfolio
                                      -------------------- -------------------- -------------------- --------------------
                                                                                         
(In thousands)

Outstanding at January 1, 2002                          0                    0                    0                    0
Activity during 2002:
     Issued                                           742                  255                  209                   50
     Redeemed                                         (20)                  (2)                  (4)                  (3)
                                      -------------------- -------------------- -------------------- --------------------
Outstanding at December 31, 2002                      722                  253                  205                   47
                                      ==================== ==================== ==================== ====================



8.     UNITS ISSUED AND REDEEMED (continued)



                                            Roszel /
                                           Valenzuela
                                            Mid Cap
                                             Value
                                           Portfolio
                                      --------------------
                                   
(In thousands)

Outstanding at January 1, 2002                          0
Activity during 2002:
     Issued                                           400
     Redeemed                                         (13)
                                      --------------------
Outstanding at December 31, 2002                      387
                                      ====================






























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, 2002 and 2001, and the related statements of
earnings, comprehensive income, stockholder's equity, and cash flows for each of
the three years in the period ended December 31, 2002. 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 auditing standards generally accepted
in the United States of America. 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 provide a
reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material
respects, the financial position of the Company as of December 31, 2002 and
2001, and the results of its operations and its cash flows for each of the three
years in the period ended December 31, 2002 in conformity with accounting
principles generally accepted in the United States of America.





Deloitte & Touche, LLP
New York, New York


February 24, 2003, except for Note 8, as to which the date is March 3, 2003




                                      G-1



MERRILL LYNCH LIFE INSURANCE COMPANY
(A wholly owned subsidiary of Merrill Lynch Insurance Group, Inc.)

BALANCE SHEETS
AS OF DECEMBER 31, 2002 AND 2001
(Dollars in thousands, except common stock par value and shares)





ASSETS                                                                                    2002               2001
------                                                                             ---------------     ---------------
                                                                                              
INVESTMENTS:
    Fixed maturity securities, at estimated fair value
       (amortized cost: 2002 - $1,844,077; 2001 - $2,009,129)                      $     1,856,732     $     2,007,123
    Equity securities, at estimated fair value
       (cost: 2002 - $112,903; 2001 - $167,959)                                            105,430             163,701
    Trading account securities, at estimated fair value                                     21,949              23,636
    Real estate held-for-sale                                                                    -              19,447
    Limited partnerships, at cost                                                           12,150              11,270
    Policy loans on insurance contracts                                                  1,143,663           1,194,478
                                                                                   ---------------     ---------------
       Total Investments                                                                 3,139,924           3,419,655

CASH AND CASH EQUIVALENTS                                                                  312,217             130,429
ACCRUED INVESTMENT INCOME                                                                   63,603              69,884
DEFERRED POLICY ACQUISITION COSTS                                                          404,220             470,938
FEDERAL INCOME TAXES - CURRENT                                                              39,905                   -
REINSURANCE RECEIVABLES                                                                      8,197               9,428
AFFILIATED RECEIVABLES - NET                                                                 3,040                   -
RECEIVABLES FROM SECURITIES SOLD                                                            10,072               2,317
OTHER ASSETS                                                                                37,399              41,912
SEPARATE ACCOUNTS ASSETS                                                                 9,079,285          11,305,453
                                                                                   ---------------     ---------------
TOTAL ASSETS                                                                       $    13,097,862     $    15,450,016
                                                                                   ===============     ===============





See accompanying notes to financial statements.


                                      G-2







LIABILITIES AND STOCKHOLDER'S EQUITY                                                      2002               2001
------------------------------------                                               ---------------     ---------------
                                                                                                 
LIABILITIES:
    POLICYHOLDER LIABILITIES AND ACCRUALS:
       Policyholders' account balances                                             $     3,084,042     $     3,255,791
       Claims and claims settlement expenses                                                98,526              95,020
                                                                                   ---------------     ---------------
                  Total policyholder liabilities and accruals                            3,182,568           3,350,811

    OTHER POLICYHOLDER FUNDS                                                                11,815              14,239
    LIABILITY FOR GUARANTY FUND ASSESSMENTS                                                  7,221               8,449
    FEDERAL INCOME TAXES - DEFERRED                                                         67,304              13,931
    FEDERAL INCOME TAXES - CURRENT                                                               -               5,522
    PAYABLES FOR SECURITIES PURCHASED                                                       19,635              29,795
    AFFILIATED PAYABLES - NET                                                                    -               3,736
    UNEARNED POLICY CHARGE REVENUE                                                         113,774             113,676
    OTHER LIABILITIES                                                                        6,033               7,594
    SEPARATE ACCOUNTS LIABILITIES                                                        9,072,606          11,298,821
                                                                                   ---------------     ---------------
                  Total Liabilities                                                     12,480,956          14,846,574
                                                                                   ---------------     ---------------

STOCKHOLDER'S EQUITY:
    Common stock ($10 par value; authorized: 1,000,000 shares; issued and
       outstanding: 250,000 shares)                                                          2,500               2,500
    Additional paid-in capital                                                             347,324             347,324
    Retained earnings                                                                      290,092             273,046
    Accumulated other comprehensive loss                                                   (23,010)            (19,428)
                                                                                   ---------------     ---------------
                  Total Stockholder's Equity                                               616,906            603,442
                                                                                   ---------------     ---------------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY                                         $    13,097,862     $    15,450,016
                                                                                   ===============     ===============





                                      G-3



MERRILL LYNCH LIFE INSURANCE COMPANY
(A wholly owned subsidiary of Merrill Lynch Insurance Group, Inc.)

STATEMENTS OF EARNINGS
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
(Dollars in thousands)




                                                                             2002            2001            2000
                                                                       -------------   -------------  --------------
                                                                                            
REVENUES:
   Policy charge revenue                                               $     239,030   $     253,837  $      268,252
   Net investment income                                                     207,064         221,872         239,173
   Net realized investment gains (losses)                                     (9,056)        (13,844)             59
                                                                       -------------   -------------  --------------
               Total Revenues                                                437,038         461,865         507,484
                                                                       -------------   -------------  --------------
BENEFITS AND EXPENSES:
   Interest credited to policyholders' account balances                      141,373         153,111         164,216
   Market value adjustment expense                                             3,683           2,296             481
   Policy benefits (net of reinsurance recoveries: 2002 - $14,620;
      2001 - $16,562; 2000 - $14,594)                                         58,060          37,773          21,616
   Reinsurance premium ceded                                                  23,131          24,535          23,913
   Amortization of deferred policy acquisition costs                         101,118          59,335          53,523
   Insurance expenses and taxes                                               47,932          65,700          57,592
                                                                       -------------   -------------  --------------
               Total Benefits and Expenses                                   375,297         342,750         321,341
                                                                       -------------   -------------  --------------
               Earnings Before Federal Income Tax Provision                   61,741         119,115         186,143
                                                                       -------------   -------------  --------------
FEDERAL INCOME TAX PROVISION (BENEFIT):
   Current                                                                   (41,505)         23,002          43,531
   Deferred                                                                   55,301          17,875          16,931
                                                                       -------------   -------------  --------------
               Total Federal Income Tax Provision                             13,796          40,877          60,462
                                                                       -------------   -------------  --------------
NET EARNINGS                                                           $      47,945   $      78,238  $      125,681
                                                                       =============   =============  ==============



See accompanying notes to financial statements.

                                      G-4



MERRILL LYNCH LIFE INSURANCE COMPANY
(A wholly owned subsidiary of Merrill Lynch Insurance Group, Inc.)

STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
(Dollars in thousands)




                                                                                    2002           2001          2000
                                                                               ------------   -----------    -----------
                                                                                                   
NET EARNINGS                                                                   $     47,945   $    78,238    $   125,681
                                                                               ------------   -----------    -----------
OTHER COMPREHENSIVE INCOME (LOSS):
   Net unrealized gains on available-for-sale securities and investments
      in separate accounts:
      Net unrealized holding gains arising during the period                         18,933        32,328         62,676
      Reclassification adjustment for (gains) losses included in net earnings        (9,238)       12,600          1,779
                                                                               ------------   -----------    -----------
      Net unrealized gains on investment securities                                   9,695        44,928         64,455
      Adjustments for:
              Policyholder liabilities                                              (15,214)       (9,498)       (13,859)
              Deferred policy acquisition costs                                           9       (15,551)       (23,310)
              Deferred federal income taxes                                           1,928        (6,958)        (9,550)
                                                                               ------------   -----------    -----------
   Total other comprehensive income (loss), net of tax                               (3,582)       12,921         17,736
                                                                               ------------   -----------    -----------
COMPREHENSIVE INCOME                                                           $     44,363   $    91,159    $   143,417
                                                                               ============   ===========    ===========




See accompanying notes to financial statements.


                                      G-5



MERRILL LYNCH LIFE INSURANCE COMPANY
(A wholly owned subsidiary of Merrill Lynch Insurance Group, Inc.)

STATEMENTS OF STOCKHOLDER'S EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
(Dollars in thousands)




                                                                                           Accumulated
                                                            Additional                        other             Total
                                                Common       paid-in       Retained       comprehensive     stockholder's
                                                stock        capital       earnings           loss              equity
                                            -----------  -------------  ------------   -----------------  --------------
                                                                                         
BALANCE, JANUARY 1, 2000                    $     2,500  $     347,324  $    134,127   $         (50,085) $      433,866
   Cash dividend paid to parent                                              (65,000)                            (65,000)
   Net earnings                                                              125,681                             125,681
   Other comprehensive income, net of tax                                                         17,736          17,736
                                            -----------  -------------  ------------   -----------------  --------------
BALANCE, DECEMBER 31, 2000                        2,500        347,324       194,808             (32,349)        512,283
   Net earnings                                                               78,238                              78,238
   Other comprehensive income, net of tax                                                         12,921          12,921
                                            -----------  -------------  ------------   -----------------  --------------
BALANCE, DECEMBER 31, 2001                        2,500        347,324       273,046             (19,428)        603,442
   Cash dividend paid to parent                                              (30,899)                            (30,899)
   Net earnings                                                               47,945                              47,945
   Other comprehensive loss, net of tax                                                           (3,582)         (3,582)
                                            -----------  -------------  ------------   -----------------  --------------
BALANCE, DECEMBER 31, 2002                  $     2,500  $     347,324  $    290,092   $         (23,010) $      616,906
                                            ===========  =============  ============   =================  ==============



See accompanying notes to financial statements.

                                      G-6



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, 2002, 2001 AND 2000
(Dollars in thousands)



                                                                              2002         2001         2000
                                                                           ---------    ---------    ---------
                                                                                          
Cash Flows From Operating Activities:
  Net earnings                                                             $  47,945    $  78,238    $ 125,681
  Noncash items included in earnings:
    Amortization of deferred policy acquisition costs                        101,118       59,335       53,523
    Capitalization of policy acquisition costs                               (34,391)     (51,736)     (95,006)
    Amortization (accretion) of investments                                    2,406       (1,033)      (1,338)
    Interest credited to policyholders' account balances                     141,373      153,111      164,216
    Provision for deferred Federal income tax                                 55,301       17,875       16,931
  (Increase) decrease in operating assets:
    Accrued investment income                                                  6,281        1,117        2,166
    Federal income taxes - current                                           (39,905)          --           --
    Reinsurance receivables                                                    1,231       (6,338)       1,104
    Affiliated receivables                                                    (3,040)         667         (380)
    Other                                                                      4,513       (1,298)       6,827
  Increase (decrease) in operating liabilities:
    Claims and claims settlement expenses                                      3,506        9,347          (23)
    Other policyholder funds                                                  (2,424)      (3,439)      (7,417)
    Liability for guaranty fund assessments                                   (1,228)      (1,801)      (4,639)
    Federal income taxes - current                                            (5,522)         388       (7,672)
    Affiliated payables                                                       (3,736)       3,736           --
    Unearned policy charge revenue                                                98       12,494       23,519
    Other                                                                     (1,561)     (24,695)       6,206
  Other operating activities:
    Net realized investment (gains) losses (excluding losses on cash and
     cash equivalents)                                                         9,056       13,844          (60)
                                                                           ---------    ---------    ---------
      Net cash and cash equivalents provided by operating activities         281,021      259,812      283,638
                                                                           ---------    ---------    ---------
Cash Flow From Investing Activities:
  Proceeds from (payments for):
    Sales of available-for-sale securities                                   817,498      278,420      142,358
    Maturities of available-for-sale securities                              360,062      342,148      260,953
    Purchases of available-for-sale securities                              (988,168)    (511,122)    (240,844)
    Trading account securities                                                  (456)        (214)        (372)
    Sales of real estate held-for-sale                                        22,900           --        1,375
    Sales of limited partnerships                                                 --        1,000        1,015
    Purchases of limited partnerships                                           (880)      (1,857)      (2,448)
    Policy loans on insurance contracts                                       50,815         (788)     (34,527)
    Recapture of investment in separate accounts                               1,785           --          665
    Investment in separate accounts                                           (3,554)      (1,009)      (2,195)
                                                                           ---------    ---------    ---------
      Net cash and cash equivalents provided by investing activities         260,002      106,578      125,980
                                                                           ---------    ---------    ---------

      

See accompanying notes to financial statements.                      (Continued)



                                      G-7


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, 2002, 2001 AND 2000 (Continued)
(Dollars in thousands)



                                                                       2002          2001           2000
                                                                   -----------    -----------    -----------
                                                                                      
Cash Flows from Financing Activities:
  Proceeds from (payments for):
    Dividends paid to parent                                       $   (30,899)   $        --    $   (65,000)
    Policyholder deposits                                              640,103      1,090,788      1,469,839
    Policyholder withdrawals (including transfers
        to/from separate accounts)                                    (968,439)    (1,419,479)    (1,813,908)
                                                                   -----------    -----------    -----------
      Net cash and cash equivalents used by financing activities      (359,235)      (328,691)      (409,069)
                                                                   -----------    -----------    -----------
NET INCREASE IN CASH AND CASH EQUIVALENTS                              181,788         37,699            549
CASH AND CASH EQUIVALENTS
   Beginning of year                                                   130,429         92,730         92,181
                                                                   -----------    -----------    -----------
   End of year                                                     $   312,217    $   130,429    $    92,730
                                                                   ===========    ===========    ===========
Supplementary Disclosure of Cash Flow Information:
   Cash paid to affiliates for:
      Federal income taxes                                         $     3,922    $    22,614    $    51,203
      Interest                                                             125            639            850





See accompanying notes to financial statements.

                                      G-8



MERRILL LYNCH LIFE INSURANCE COMPANY
(a wholly owned subsidiary of Merrill Lynch Insurance Group, Inc.)

NOTES TO FINANCIAL STATEMENTS
(Dollars in thousands)

 NOTE 1.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    DESCRIPTION OF BUSINESS: 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 is domiciled in the
    State of Arkansas.

    The Company sells non-participating life insurance and annuity products
    including variable life insurance, variable annuities, market value adjusted
    annuities and immediate annuities. The Company is currently licensed to sell
    insurance and annuities in forty-nine states, the District of Columbia,
    Puerto Rico, the U.S. Virgin Islands and Guam. The Company markets its
    products solely through the retail network of Merrill Lynch, Pierce, Fenner
    & Smith, Incorporated ("MLPF&S"), a wholly owned broker-dealer subsidiary of
    Merrill Lynch & Co.

    BASIS OF REPORTING: The accompanying financial statements have been prepared
    in conformity with accounting principles generally accepted in the United
    States of America and prevailing industry practices, both of which require
    management to make estimates that affect the reported amounts and disclosure
    of contingencies in the financial statements. Actual results could differ
    from those estimates.

    The significant accounting policies and related judgements underlying the
    Company's financial statements are summarized below. In applying these
    policies, management makes subjective and complex judgements that frequently
    require estimates about matters that are inherently uncertain.

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

    To facilitate comparisons with the current year, certain amounts in the
    prior years have been reclassified.

    REVENUE RECOGNITION: Revenues for variable annuity contracts consist of
    policy charges for i) mortality and expense risks, ii) certain benefit
    guarantees selected by the contract owner, iii) administration fees, iv)
    annual contract maintenance charges, and v) withdrawal charges assessed on
    contracts surrendered during the withdrawal charge period.

    Revenues for variable life insurance contracts consist of policy charges for
    i) mortality and expense risks, ii) cost of insurance fees, iii)
    amortization of front-end and deferred sales charges, and iv) withdrawal
    charges assessed on contracts surrendered during the withdrawal charge
    period.

    Revenues for interest-sensitive annuity contracts (market value adjusted
    annuities and immediate annuities) and interest-sensitive life insurance
    contracts (single premium whole life insurance, which is not currently
    marketed) consist of i) investment income and ii) withdrawal charges
    assessed on contracts surrendered during the withdrawal charge period.

    INVESTMENTS: The Company's investments in debt and equity securities are
    classified as either available-for-sale or trading and are reported at
    estimated fair value. Unrealized gains and losses on available-for-sale
    securities are included in stockholder's equity as a component of
    accumulated other comprehensive loss, net of tax. Unrealized gains and
    losses on trading account securities are included in net realized investment
    gains (losses). If management determines that a decline in the value of an
    available-for-sale security is other-than-temporary, the carrying value is
    adjusted to estimated fair value and the decline in value is recorded as a
    net realized investment loss. Management makes this determination through a
    series of discussions with the Company's portfolio


                                      G-9


    managers and credit analysts, as well as information obtained from external
    sources (i.e. company announcements, ratings agency announcements, or news
    wire services). The factors that give rise to potential impairments include,
    but are not limited to, i) certain credit-related events such as default of
    principal or interest payments, ii) bankruptcy of issuer, and iii) certain
    security restructurings. The estimated fair value on these securities
    represents management's estimate of the security's ultimate recovery value,
    which is based on the most recent information available.

    For fixed maturity securities, premiums are amortized to the earlier of the
    call or maturity date, discounts are accreted to the maturity date, and
    interest income is accrued daily. For equity securities, dividends are
    recognized on the ex-dividend date. Realized gains and losses on the sale or
    maturity of investments are determined on the basis of specific
    identification. Investment transactions are recorded on the trade date.

    Certain fixed maturity securities are considered non-investment grade. The
    Company defines non-investment grade fixed maturity securities as unsecured
    debt obligations that do not have a rating equivalent to Standard and Poor's
    (or similar rating agency) BBB- or higher.

    During 2002 the Company sold its remaining real estate holding to an
    unaffiliated party. Real estate held-for-sale was stated at estimated fair
    value less estimated selling costs.

    Investments in limited partnerships are carried at cost.

    Policy loans on insurance contracts are stated at unpaid principal balances.

    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. The impact of these
    revisions on cumulative amortization is recorded as a charge or credit to
    current operations. It is reasonably possible that estimates of future gross
    profits could be reduced in the future, resulting in a material reduction in
    the carrying amount of deferred policy acquisition costs.

    Policy acquisition costs are principally commissions and a portion of
    certain other expenses relating to policy acquisition, underwriting and
    issuance that are primarily related to and vary with the production of new
    business. Insurance expenses and taxes reported in the statements of
    earnings are net of amounts deferred. Policy acquisition costs can also
    arise from the acquisition or reinsurance of existing inforce policies from
    other insurers. These costs include ceding commissions and professional fees
    related to the reinsurance assumed. The deferred costs are amortized in
    proportion to the estimated future gross profits over the anticipated life
    of the acquired insurance contracts utilizing an interest methodology.

    During 1990, the Company entered into an assumption reinsurance agreement
    with an unaffiliated insurer. The acquisition costs relating to this
    agreement are being amortized over a twenty-five year period using an
    effective interest rate of 7.5%. This reinsurance agreement provided for
    payment of contingent ceding commissions, for a ten year period, based upon
    the persistency and mortality experience of the insurance contracts assumed.
    Any payments made for the contingent ceding commissions were capitalized and
    amortized using an identical methodology as that used for the initial
    acquisition costs. The following is a reconciliation of the acquisition
    costs related to the reinsurance agreement for the years ended December 31:

 
 
                                            2002         2001          2000
                                          ---------    ---------    ---------
                                                          
                    Beginning balance     $  95,869    $ 105,503    $ 102,074
                    Capitalized amounts          --          147       10,891
                    Interest accrued          7,190        7,913        7,656
                    Amortization            (21,634)     (17,694)     (15,118)
                                          ---------    ---------    ---------
                    Ending balance        $  81,425    $  95,869    $ 105,503
                                          =========    =========    =========



                                      G-10


    The following table presents the expected amortization, net of interest
    accrued, 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.

           
                           
           2003                $  4,901
           2004                $  5,046
           2005                $  5,421
           2006                $  6,251
           2007                $  6,128
           

    SEPARATE ACCOUNTS: Separate Accounts are established in conformity with
    Arkansas State Insurance law and are generally not chargeable with
    liabilities that arise from any other business of the Company. Separate
    Accounts assets may be subject to general claims of the Company only to the
    extent the value of such assets exceeds Separate Accounts liabilities. At
    December 31, 2002 and 2001, the Company's Separate Accounts assets exceeded
    Separate Accounts liabilities by $6,679 and $6,632, respectively. This
    excess represents the Company's temporary investment in certain Separate
    Accounts investment divisions that were made to facilitate the establishment
    of those investment divisions.

    Net investment income and net realized and unrealized gains (losses)
    attributable to Separate Accounts assets accrue directly to contract owners
    and are not reported as revenue in the Company's statements of earnings.

    Assets and liabilities of Separate Accounts, representing net deposits and
    accumulated net investment earnings less fees, held primarily for the
    benefit of contract owners, are shown as separate captions in the balance
    sheets.

    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                          4.00% - 4.85%
    Interest-sensitive deferred annuities                     1.00% - 7.40%
    Immediate annuities                                       3.00% - 11.00%

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

    CLAIMS AND CLAIMS SETTLEMENT EXPENSES: Liabilities for claims and claims
    settlement expenses equal the death benefit (plus accrued interest) for
    claims that have been reported to the Company but have not settled and an
    estimate, based upon prior experience, for unreported claims. Additionally,
    the Company has established a mortality benefit accrual for its variable
    annuity products.

    INCOME TAXES: The results of 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 income tax liability.

    The Company uses the asset and liability method in providing income taxes on
    all transactions that have been recognized in the financial statements. The
    asset and liability method requires that deferred taxes be adjusted to
    reflect the tax rates at which future taxable amounts will be settled or
    realized. The effects of tax rate changes on future deferred tax liabilities
    and deferred tax assets, as well as other changes in income tax laws, are
    recognized in net earnings in the period such changes are enacted. Valuation
    allowances are established when necessary to reduce deferred tax assets to
    the amounts expected to be realized.


                                      G-11


    Insurance companies are generally subject to taxes on premiums and in
    substantially all states are exempt from state income taxes.

    UNEARNED POLICY CHARGE REVENUE: Certain variable life insurance products
    contain policy charges that are assessed at policy issuance. These policy
    charges are deferred and amortized into policy charge revenue based on the
    estimated future gross profits for each group of contracts. The Company
    records a liability equal to the unamortized balance of these policy
    charges.

    ACCOUNTING PRONOUNCEMENTS: On July 31, 2002, the American Institute of
    Certified Public Accountants ("AICPA") issued Proposed Statement of Position
    ("SOP") "Accounting and Reporting by Insurance Enterprises for Certain
    Nontraditional Long-Duration Contracts and for Separate Accounts." The
    proposed SOP would require Companies to establish a liability for contracts
    that contain death or other insurance benefits using a specified reserve
    methodology that is different from the methodology the Company employs. A
    final SOP would be effective for financial statements for the Company
    beginning in 2004. Depending on market conditions at the time of adoption
    the impact of implementing this reserve methodology may have a material
    effect on earnings in the year of adoption.

NOTE 2.       ESTIMATED FAIR VALUE OF FINANCIAL INSTRUMENTS

    Financial instruments are carried at fair value or amounts that approximate
    fair value. The carrying value of financial instruments as of December 31
    were:

    
    
                                                                                          2002             2001
                                                                                     -------------   --------------
                                                                                               
    Assets:
       Fixed maturity securities (1)                                                 $   1,856,732   $    2,007,123
       Equity securities (1)                                                               105,430          163,701
       Trading account securities (1)                                                       21,949           23,636
       Limited partnerships (2)                                                             12,150           11,270
       Policy loans on insurance contracts (3)                                           1,143,663        1,194,478
       Cash and cash equivalents (4)                                                       312,217          130,429
       Separate Accounts assets (5)                                                      9,079,285       11,305,453
                                                                                     -------------   --------------
    Total financial instruments                                                      $  12,531,426   $   14,836,090
                                                                                     =============   ==============
    

(1)      For publicly traded securities, the estimated fair value is determined
         using quoted market prices. For securities without a readily
         ascertainable market value, the Company utilizes pricing services and
         broker quotes. 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, 2002 and 2001, securities
         without a readily ascertainable market value, having an amortized cost
         of $292,466 and $432,337, had an estimated fair value of $283,064 and
         $427,628, respectively.

(2)      The Company has investments in three limited partnerships that do not
         have readily ascertainable market values. Management has estimated the
         fair value as equal to cost based on the review of the underlying
         investments of the partnerships.

(3)      The Company estimates the fair 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.

(4)      The estimated fair value of cash and cash equivalents approximates the
         carrying value.

(5)      Assets held in Separate Accounts are carried at the net asset value
         provided by the fund managers.


                                      G-12


 NOTE 3.      INVESTMENTS

    The amortized cost and estimated fair value of investments in fixed maturity
    securities and equity securities (excluding trading account securities) as
    of December 31 were:

    
    
                                                                                  2002
                                                    --------------------------------------------------------------
                                                         Cost /          Gross            Gross        Estimated
                                                       Amortized       Unrealized      Unrealized         Fair
                                                          Cost           Gains           Losses          Value
                                                    --------------  --------------  --------------  --------------
                                                                                       
    Fixed maturity securities:
       Corporate debt securities                    $    1,705,862  $       49,304  $       39,971  $    1,715,195
       U.S. Government and agencies                         77,106           2,986             356          79,736
       Mortgage-backed securities                           38,581           2,711               2          41,290
       Municipals                                           12,370             343               -          12,713
       Foreign governments                                  10,158              20           2,380           7,798
                                                    --------------  --------------  --------------  --------------
             Total fixed maturity securities        $    1,844,077  $       55,364  $       42,709  $    1,856,732
                                                    ==============  ==============  ==============  ==============
    Equity securities:
       Non-redeemable preferred stocks              $      112,903  $        1,395  $        8,868  $      105,430
                                                    ==============  ==============  ==============  ==============
    


    
    
                                                                                  2001
                                                    --------------------------------------------------------------
                                                         Cost /          Gross            Gross        Estimated
                                                       Amortized       Unrealized      Unrealized         Fair
                                                          Cost           Gains           Losses          Value
                                                    --------------  --------------  --------------  --------------
                                                                                       
    Fixed maturity securities:
       Corporate debt securities                     $    1,807,398  $       36,673  $      41,417  $    1,802,654
       U.S. Government and agencies                          97,905           1,503          2,104          97,304
       Mortgage-backed securities                            69,216           3,246             30          72,432
       Foreign governments                                   18,739             263            765          18,237
       Municipals                                            15,871             637             12          16,496
                                                     --------------  --------------  -------------  --------------
             Total fixed maturity securities         $    2,009,129  $       42,322  $      44,328  $    2,007,123
                                                     ==============  ==============  =============  ==============
    Equity securities:
       Non-redeemable preferred stocks               $      167,959  $        1,479  $       5,737  $      163,701
                                                     ==============  ==============  =============  ==============

    

    The amortized cost, gross unrealized losses, and length of time estimated
    fair value has remained below amortized cost for investment grade and
    non-investment grade fixed maturity and equity securities as of December 31,
    2002 were:


                                      G-13



    
    
                                                                             Gross Unrealized Losses
                                                             ------------------------------------------------------
                                                  Cost /         Less           One           Five         Greater
                                                Amortized      Than One       Through        Through        Than
                                                   Cost          Year        Five Years     Ten Years     10 Years
                                              ------------   -----------   -----------    -----------    ----------
                                                                                        
    Investment Grade Securities
       Fixed maturity securities:
        Corporate debt securities             $    216,378   $     1,806   $    10,837    $       990   $     3,938
        U.S. Government and agencies                16,115             -           356              -             -
        Mortgage-backed securities                      76             -             -              -             -
       Equity securities:
        Non-redeemable preferred stocks             28,960           568         1,352              -             -
    Non-Investment Grade Securities
        Fixed maturity securities:
        Corporate debt securities                  129,513         1,537        19,313          1,550             -
        Mortgage-backed securities                     149             -             2              -             -
        Foreign governments                          4,980             -         2,380              -             -
       Equity securities:
        Non-redeemable preferred stocks             25,770             -         3,652          3,296             -
                                              ------------   -----------   -----------    -----------    ----------
    Total fixed maturity and equity
      securities                              $    421,941   $     3,911   $    37,892    $     5,836         3,938
                                              ============   ===========   ===========    ===========    ==========
    

    The amortized cost and estimated fair value of fixed maturity securities at
    December 31, 2002 by contractual maturity were:

    
    

                                                                     Amortized                       Estimated
                                                                       Cost                          Fair Value
                                                                 ----------------                 ----------------
                                                                                           
    Fixed maturity securities:
       Due in one year or less                                   $        183,705                 $        184,680
       Due after one year through five years                            1,011,789                        1,027,199
       Due after five years through ten years                             383,926                          388,273
       Due after ten years                                                226,076                          215,290
                                                                 ----------------                 ----------------
                                                                        1,805,496                        1,815,442
       Mortgage-backed securities                                          38,581                           41,290
                                                                 ----------------                 ----------------
          Total fixed maturity securities                        $      1,844,077                 $      1,856,732
                                                                 ================                 ================
    

    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 may differ from contractual maturities because borrowers may have
    the right to call or prepay obligations with or without call or prepayment
    penalties.




                                      G-14



    The amortized cost and estimated fair value of fixed maturity securities at
    December 31, 2002 by rating agency equivalent were:

    
    

                                                                     Amortized                       Estimated
                                                                       Cost                          Fair Value
                                                                 ----------------                 ----------------
                                                                                          
    AAA                                                          $        433,621                 $        443,144
    AA                                                                    133,018                          131,778
    A                                                                     433,384                          439,385
    BBB                                                                   708,904                          727,697
    Non-investment grade                                                  135,150                          114,728
                                                                 ----------------                 ----------------
          Total fixed maturity securities                        $      1,844,077                 $      1,856,732
                                                                 ================                 ================

    

    The Company has recorded certain adjustments to deferred policy acquisition
    costs and policyholders' account balances in connection with unrealized
    holding gains or losses on investments classified as available-for-sale. The
    Company adjusts those assets and liabilities as if the unrealized holding
    gains or losses had actually been realized, with corresponding credits or
    charges reported in accumulated other comprehensive loss, net of taxes. The
    components of net unrealized gains (losses) included in accumulated other
    comprehensive loss at December 31 were as follows:

    
    
                                                                                       2002             2001
                                                                                 ---------------  ---------------
                                                                                            
    Assets:
        Fixed maturity securities                                                $        12,655  $        (2,006)
        Equity securities                                                                 (7,473)          (4,258)
        Deferred policy acquisition costs                                                  3,715            3,706
        Separate Accounts assets                                                          (3,244)          (1,493)
                                                                                 ---------------  ---------------
                                                                                           5,653           (4,051)
                                                                                 ---------------  ---------------
    Liabilities:
        Policyholders' account balances                                                   41,052           25,838
        Federal income taxes - deferred                                                  (12,389)         (10,461)
                                                                                 ---------------  ---------------
                                                                                          28,663           15,377
                                                                                 ---------------  ---------------
    Stockholder's equity:
        Accumulated other comprehensive loss                                     $       (23,010) $       (19,428)
                                                                                 ===============  ===============
    

    Proceeds and gross realized investment gains and losses from the sale of
    available-for-sale securities for the years ended December 31 were:

    
    
                                                                                 2002       2001       2000
                                                                               --------   --------   --------
                                                                                            
    Proceeds                                                                   $817,498   $278,420   $142,358
    Gross realized investment gains                                              37,899      4,913      1,342
    Gross realized investment losses                                             48,294     17,320      2,873
    

    The Company considers fair value at the date of sale to be equal to proceeds
    received. Proceeds received for gross realized investment losses from the
    sale of available-for-sale securities were $140,742, $60,640 and $63,072 for
    the years ended December 31, 2002, 2001, and 2000, respectively.

    The Company had investment securities with a carrying value of $26,307 and
    $25,859 that were deposited with insurance regulatory authorities at
    December 31, 2002 and 2001, respectively.


                                      G-15


    Excluding investments in U.S. Government and Agencies, the Company is not
    exposed to any significant concentration of credit risk in its fixed
    maturity securities portfolio.

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

    
    
                                                                       2002             2001             2000
                                                                 ---------------  ---------------  --------------
                                                                                         
    Fixed maturity securities                                    $       128,930  $       139,285  $      155,664
    Equity securities                                                     12,656           15,303          17,024
    Real estate held-for-sale                                              3,220              924           3,375
    Limited partnerships                                                      24               39             (13)
    Policy loans on insurance contracts                                   61,390           62,695          61,411
    Cash and cash equivalents                                              2,912            7,578           7,504
    Other                                                                  1,200              335              35
                                                                 ---------------  ---------------  --------------
    Gross investment income                                              210,332          226,159         245,000
    Less investment expenses                                              (3,268)          (4,287)         (5,827)
                                                                 ---------------  ---------------  --------------
    Net investment income                                        $       207,064  $       221,872  $      239,173
                                                                 ===============  ===============  ==============
    

    Net realized investment gains (losses), including other-than-temporary
    writedowns in carrying value, for the years ended December 31 were as
    follows:

    
    
                                                                       2002             2001             2000
                                                                 --------------   --------------   -------------
                                                                                         
    Fixed maturity securities                                    $      (11,416)  $      (12,035)  $      (1,531)
    Equity securities                                                     1,021             (372)              -
    Trading account securities                                           (2,143)          (1,437)          2,275
    Real estate held-for-sale                                             3,453                -             750
    Limited partnerships                                                      -                -          (1,446)
    Cash and cash equivalents                                                 -                -              (1)
    Investment in Separate Accounts                                          29                -              12
                                                                 --------------   --------------   -------------
    Net realized investment gains (losses)                       $       (9,056)  $      (13,844)  $          59
                                                                 ==============   ==============   =============
    

    Realized investment losses on securities deemed to have incurred other-than-
    temporary declines in fair value were $23,997, $11,153, and $749 for the
    years ended December 31, 2002, 2001, and 2000 respectively.

    The Company maintains a trading portfolio comprised of convertible debt and
    equity securities. The net unrealized holdings gains (losses) on trading
    account securities included in net realized investment gains (losses) were
    ($515), $462 and ($3,614) at December 31, 2002, 2001 and 2000, respectively.

                                      G-16



NOTE 4.       FEDERAL INCOME TAXES

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

    
    
                                                                         2002             2001            2000
                                                                   ---------------  --------------  ---------------
                                                                                           
    Provision for income taxes computed at Federal statutory rate  $        21,609  $       41,690  $        65,150
    Increase (decrease) in income taxes resulting from:
         Dividend received deduction                                        (7,782)         (1,024)          (1,758)
         Foreign tax credit                                                    (31)           (310)          (2,930)
         Non-deductible fees                                                     -             521                -
                                                                   ---------------  --------------  ---------------
    Federal income tax provision                                   $        13,796  $       40,877  $        60,462
                                                                   ===============  ==============  ===============
    

    The Federal statutory rate for each of the three years in the period ended
    December 31, 2002 was 35%.

    The Company provides for deferred income taxes resulting from temporary
    differences that 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 are as
    follows:

    
    
                                                                           2002           2001           2000
                                                                     -------------   ------------   -------------
                                                                                           
    Policyholders' account balances                                  $      72,680   $     19,520   $       2,589
    Investment adjustments                                                     980             61            (536)
    Liability for guaranty fund assessments                                    430            630           1,624
    Deferred policy acquisition costs                                      (18,789)        (2,336)         13,254
                                                                     -------------   ------------   -------------
    Deferred Federal income tax provision                            $      55,301   $     17,875   $      16,931
                                                                     =============   ============   =============
    

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

    
    
                                                                                     2002                  2001
                                                                               --------------       --------------
                                                                                              
    Deferred tax assets:
        Policyholders' account balances                                        $       20,978       $       93,658
        Net unrealized investment loss on investment securities                        12,389               10,461
        Liability for guaranty fund assessments                                         2,527                2,957
        Investment adjustments                                                          1,473                2,453
                                                                               --------------       --------------
             Total deferred tax assets                                                 37,367              109,529
                                                                               --------------       --------------
    Deferred tax liabilities:
        Deferred policy acquisition costs                                             100,683              119,472
        Other                                                                           3,988                3,988
                                                                               --------------       --------------
             Total deferred tax liabilities                                           104,671              123,460
                                                                               --------------       --------------
             Net deferred tax liability                                        $       67,304       $       13,931
                                                                               ==============       ==============
    

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


                                      G-17


NOTE 5.       REINSURANCE

    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. The maximum amount of mortality risk retained by the Company is
    approximately $500 on single life policies and $750 on joint life policies.

    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 $735 that can be drawn upon for
    delinquent reinsurance recoverables.

    As of December 31, 2002 the Company had the following life insurance
    inforce:

    
    
                                                                                                        Percentage
                                                 Ceded to          Assumed                              of amount
                               Gross               other          from other             Net            assumed to
                              amount             companies         companies            amount             net
                             -----------        ----------        ----------          ----------        ----------
                                                                                            
    Life insurance inforce   $12,697,980        $3,973,468          $939              $8,725,451           0.01%

    

    The Company had entered into an indemnity reinsurance agreement with an
    unaffiliated insurer whereby the Company coinsures, on a modified
    coinsurance basis, 50% of the unaffiliated insurer's variable annuity
    premiums sold through the Merrill Lynch & Co. distribution system. During
    2001, the agreement was amended whereby the Company ceased reinsuring
    variable annuity premiums sold subsequent to June 30, 2001.

NOTE 6.       RELATED PARTY TRANSACTIONS

    The Company and MLIG are parties to a service agreement whereby MLIG has
    agreed to provide certain accounting, 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 $33,833, $50,575 and $47,732 for the years ended
    December 31, 2002, 2001 and 2000, respectively. Charges attributable to this
    agreement are included in insurance expenses and taxes, except for
    investment related expenses, which are included in net investment income.
    The Company is allocated interest expense on its accounts payable to MLIG
    that approximates the daily Federal funds rate. Total intercompany interest
    incurred was $125, $639 and $850 for 2002, 2001 and 2000, respectively.
    Intercompany interest is included in net investment income. While management
    believes that these fees are calculated on a reasonable basis, they may not
    necessarily be indicative of the costs that would have been incurred with an
    unrelated third party.

    The Company and Merrill Lynch Investment Managers, L.P. ("MLIM") are parties
    to a service agreement whereby MLIM has agreed to provide certain invested
    asset management services to the Company. The Company pays a fee to MLIM for
    these services through the MLIG service agreement. Charges attributable to
    this agreement and allocated to the Company by MLIG were $1,787, $1,990 and
    $2,042 for 2002, 2001 and 2000, respectively.

    MLIG has entered into agreements with MLIM, Mercury Advisors, a division of
    MLIM, and Roszel Advisors, LLC, a subsidiary of MLIG (collectively,
    "Affiliated Investment Advisors"), with respect to administrative services
    for the Merrill Lynch Series Fund, Inc., Merrill Lynch Variable Series
    Funds, Inc., Mercury Variable Trust, and MLIG Variable Insurance Trust
    (collectively, "the Funds"). Certain Separate Accounts of the


                                      G-18


    Company may invest in the various mutual fund portfolios of the Funds in
    connection with the variable life insurance and annuity contracts the
    Company has inforce. Under this agreement, the Affiliated Investment
    Advisors pay compensation to MLIG in an amount equal to a portion of the
    annual gross investment advisory fees paid by the Funds to the Affiliated
    Investment Advisors. The Company received from MLIG its allocable share of
    such compensation in the amount of $19,677, $21,667 and $23,269 during 2002,
    2001 and 2000, respectively. Revenue attributable to these agreements is
    included in policy charge revenue.

    The Company has a general agency agreement with Merrill Lynch Life Agency
    Inc. ("MLLA") whereby registered representatives of MLPF&S, who are the
    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 $43,099, $65,021 and $94,841 for
    2002, 2001 and 2000, 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.

    Affiliated agreements generally contain reciprocal indemnity provisions
    pertaining to each party's representations and contractual obligations
    thereunder.

NOTE 7.       STOCKHOLDER'S EQUITY AND STATUTORY REGULATIONS

    During 2002, the Company paid an ordinary cash dividend of $30,899 to MLIG.
    The Company paid no dividend in 2001. The Company paid a cash dividend of
    $65,000 to MLIG during 2000. Of this cash dividend, $38,482 was an
    extraordinary dividend as defined by Arkansas Insurance Law and was paid
    pursuant to approval granted by the Arkansas Insurance Commissioner.

    At December 31, 2002 and 2001, approximately $13,432 and $30,899,
    respectively, of stockholder's equity was available for distribution to
    MLIG. Statutory capital and surplus at December 31, 2002 and 2001, were
    $136,823 and $311,490, respectively.

    Applicable insurance department regulations require that the Company report
    its accounts in accordance with statutory accounting practices. Statutory
    accounting practices differ from principles utilized in these financial
    statements as follows: policy acquisition costs are expensed as incurred,
    future policy benefit reserves are established using different actuarial
    assumptions, provisions for deferred income taxes are limited to temporary
    differences that will be recognized within one year, and securities are
    valued on a different basis. The Company's statutory net income (loss) for
    2002, 2001 and 2000 was ($140,955), $48,108 and $49,533, respectively. The
    statutory net loss incurred during 2002 was primarily due to establishing
    additional policy benefit reserves required by state insurance regulation.

    The National Association of Insurance Commissioners ("NAIC") utilizes the
    Risk Based Capital ("RBC") adequacy monitoring system. The RBC calculates
    the amount of adjusted capital that a life insurance company should have
    based upon that company's risk profile. As of December 31, 2002 and 2001,
    based on the RBC formula, the Company's total adjusted capital level was in
    excess of the minimum amount of capital required to avoid regulatory action.

NOTE 8.       SUBSEQUENT EVENTS

    During 2002, the Company established $144,000 in statutory reserves to
    support its cashflow testing analysis required by state insurance
    regulation. As a result, statutory capital and surplus was significantly
    reduced from December 2001, but remained in excess of regulatory capital
    requirements. However, due to the inherent volatility in statutory earnings,
    the Company sought and received a $50,000 capital contribution from MLIG on
    March 3, 2003.


                                      G-19


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). The Company has utilized
    public information to estimate what future assessments it will incur as a
    result of insolvencies. At December 31, 2002 and 2001, the Company has
    established an estimated liability for future guaranty fund assessments of
    $7,221 and $8,449, respectively. The Company regularly monitors public
    information regarding insurer insolvencies and adjusts its estimated
    liability as appropriate.

    During 2000, the Company committed to participate in a limited partnership.
    As of December 31, 2002, $4,100 has been advanced towards the Company's
    $10,000 commitment to the limited partnership.

    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.




                                      G-20


NOTE 10.     SEGMENT INFORMATION

    In reporting to management, the Company's operating results are categorized
    into two business segments: Life Insurance and Annuities. The Company's Life
    Insurance segment consists of variable life insurance products and
    interest-sensitive life insurance products. The Company's Annuity segment
    consists of variable annuities and interest-sensitive annuities. The
    accounting policies of the business segments are the same as those described
    in the summary of significant accounting policies. All revenue and expense
    transactions are recorded at the product level and accumulated at the
    business segment level for review by management. The "Other" category,
    presented in the following segment financial information, represents net
    revenues and earnings on assets that do not support life or annuity contract
    owner liabilities.

    The following table summarizes each business segment's contribution to the
    consolidated amounts:

    
    
                                                  Life
    2002                                        Insurance         Annuities        Other            Total
                                                ---------         ---------      ---------          -----
                                                                                    
    Net interest spread (a)                     $   24,791       $    34,444     $   6,456      $     65,691
    Other revenues                                  98,435           137,513        (5,974)          229,974
                                                ----------       -----------     ---------      ------------
    Net revenues                                   123,226           171,957           482           295,665
                                                ----------       -----------     ---------      ------------
    Policy benefits                                 19,632            38,428             -            58,060
    Reinsurance premium ceded                       22,883               248             -            23,131
    Amortization of deferred policy
       acquisition costs                            41,190            59,928             -           101,118
    Other non-interest expenses                      7,471            44,144             -            51,615
                                                ----------       -----------     ---------      ------------
    Total non-interest expenses                     91,176           142,748             -           233,924
                                                ----------       -----------     ---------      ------------
    Net earnings before Federal income
        tax provision                               32,050            29,209           482            61,741
    Income tax expense                               8,779             4,848           169            13,796
                                                ----------       -----------     ---------      ------------
    Net earnings                                $   23,271       $    24,361     $     313      $     47,945
                                                ==========       ===========     =========      ============
    Balance Sheet Information:
    Total assets                               $ 4,970,388       $ 8,109,682     $  17,792      $ 13,097,862
    Deferred policy acquisition costs              211,999           192,221             -           404,220
    Policyholder liabilities and accruals        2,005,718         1,176,850             -         3,182,568
    Other policyholder funds                         4,995             6,820                          11,815
    






                                      G-21




    
    
                                                  Life
    2001                                        Insurance         Annuities        Other            Total
                                                ---------         ---------      ---------          -----
                                                                                      
    Net interest spread (a)                    $     34,815      $     31,302    $    2,644       $    68,761
    Other revenues                                  101,685           139,727        (1,419)          239,993
                                               ------------      ------------    ----------       -----------
    Net revenues                                    136,500           171,029         1,225           308,754
                                               ------------      ------------    ----------       -----------
    Policy benefits                                  21,320            16,453             -            37,773
    Reinsurance premium ceded                        24,531                 4             -            24,535
    Amortization of deferred policy
       acquisition costs                             30,913            28,422             -            59,335
    Other non-interest expenses                      18,097            49,899             -            67,996
                                               ------------      ------------    ----------       -----------
    Total non-interest expenses                      94,861            94,778             -           189,639
                                               ------------      ------------    ----------       -----------
    Net earnings before Federal
        income tax provision                         41,639            76,251         1,225           119,115
    Income tax expense                               15,607            24,841           429            40,877
                                               ------------      ------------    ----------       -----------
    Net earnings                               $     26,032      $     51,410    $      796       $    78,238
                                               ============      ============    ==========       ===========
    Balance Sheet Information:
    Total assets                               $  5,674,704      $  9,625,104    $  150,208       $15,450,016
    Deferred policy acquisition costs               251,245           219,693             -           470,938
    Policyholder liabilities and accruals         2,094,195         1,256,616             -         3,350,811
    Other policyholder funds                          9,236             5,003             -            14,239

    



                                      G-22






    
    
                                                  Life
    2000                                        Insurance         Annuities        Other            Total
                                                ---------         ---------      ---------          -----
                                                                                       
    Net interest spread (a)                     $    38,265      $     27,199     $   9,493       $    74,957
    Other revenues                                  107,030           160,955           326           268,311
                                                -----------      ------------     ---------       -----------
    Net revenues                                    145,295           188,154         9,819           343,268
                                                -----------      ------------     ---------       -----------
    Policy benefits                                  20,371             1,245             -            21,616
    Reinsurance premium ceded                        23,913                 -             -            23,913
    Amortization of deferred policy
       acquisition costs                              5,025            48,498             -            53,523
    Other non-interest expenses                      16,656            41,417             -            58,073
                                                -----------      ------------     ---------       -----------
    Total non-interest expenses                      65,965            91,160             -           157,125
                                                -----------      ------------     ---------       -----------
    Net earnings before Federal
        income tax provision                         79,330            96,994         9,819           186,143
    Income tax expense                               26,362            30,663         3,437            60,462
                                                -----------      ------------     ---------       -----------
    Net earnings                                $    52,968      $     66,331     $   6,382       $   125,681
                                                ===========      ============     =========       ===========
    Balance Sheet Information:
    Total assets                                $ 6,175,339      $ 10,285,993     $  82,178       $16,543,510
    Deferred policy acquisition costs               277,408           216,680             -           494,088
    Policyholder liabilities and accruals         2,133,700         1,373,846             -         3,507,546
    Other policyholder funds                         11,243             6,435             -            17,678

    

    (a)  Management considers investment income net of interest credited to
         policyholders' account balances in evaluating results.

    The table below summarizes the Company's net revenues by product for 2002,
    2001 and 2000:

    
    
                                                            2002            2001            2000
                                                      -------------    ------------    ------------
                                                                              
    Life Insurance
        Variable life insurance                       $     102,603    $    110,842    $    116,664
        Interest-sensitive life insurance                    20,623          25,658          28,631
                                                      -------------    ------------    ------------
          Total Life Insurance                              123,226         136,500         145,295
                                                      -------------    ------------    ------------
    Annuities
        Variable annuities                                  139,210         152,427         154,200
        Interest-sensitive annuities                         32,747          18,602          33,954
                                                      -------------    ------------    ------------
          Total Annuities                                   171,957         171,029         188,154
                                                      -------------    ------------    ------------
    Other                                                       482           1,225           9,819
                                                      -------------    ------------    ------------
    Total                                             $     295,665    $    308,754    $    343,268
                                                      =============    ============    ============
    

                                    * * * * *





                                      G-23


                                     PART C
                               OTHER INFORMATION

ITEM 24.  FINANCIAL STATEMENTS AND EXHIBITS



      
(a)  Financial Statements
      (1)      Financial Statements of Merrill Lynch Life Variable Annuity
                Separate Account C as of December 31, 2002 and the Notes
                relating thereto appear in the Statement of Additional
                Information.
      (2)      Financial Statements of Merrill Lynch Life Insurance Company
                for the three years ended December 31, 2002 and the Notes
                relating thereto appear in the Statement of Additional
                Information.
(b)  Exhibits
      (1)      Resolution of the Board of Directors of Merrill Lynch Life
                Insurance Company establishing the Merrill Lynch Life
                Variable Annuity Separate Account C. (Incorporated by
                Reference to Registrant's Registration Statement on Form
                N-4, Registration No. 333-73544 Filed November 16, 2001.)
      (2)      Not Applicable.
      (3)      Form of Underwriting Agreement Between Merrill Lynch Life
                Insurance Company and Merrill Lynch, Pierce, Fenner & Smith
                Incorporated. (Incorporated by Reference to Registrant's
                Pre-Effective Amendment No. 1 to Form N-4, Registration No.
                333-73544 Filed May 31, 2002.)
      (4) (a)  Form of Contract for the Flexible Premium Individual
                Deferred Variable Annuity. (Incorporated by Reference to
                Registrant's Registration Statement on Form N-4,
                Registration No. 333-73544 Filed November 16, 2001.)
          (b)  Individual Retirement Annuity Endorsement. (Incorporated by
                Reference to Merrill Lynch Life Variable Annuity Separate
                Account A's Registration Statement on Form N-4,
                Registration No. 333-90243 filed November 3, 1999.)
          (c)  Tax Sheltered Annuity Endorsement. (Incorporated by
                Reference to Registrant's Registration Statement on Form
                N-4, Registration No. 333-73544 Filed November 16, 2001.)
          (d)  Estate Enhancer Death Benefit Enhancement Rider.
                (Incorporated by Reference to Merrill Lynch Life Variable
                Annuity Separate Account A's Post-Effective Amendment No. 2
                to Form N-4, Registration No. 333-90243 Filed July 24,
                2001.)
          (e)  Death Benefit Endorsement ML056. (Incorporated by Reference
                to Merrill Lynch Life Variable Annuity Separate Account A's
                Registration Statement on Form N-4, Registration No.
                333-63904 Filed June 26, 2001.)
          (f)  Death Benefit Endorsement ML067. (Incorporated by Reference
                to Registrant's Registration Statement on Form N-4,
                Registration No. 333-73544 Filed November 16, 2001.)
          (g)  Qualified Plan Endorsement. (Incorporated by Reference to
                Registrant's Registration Statement on Form N-4,
                Registration No. 333-73544 Filed November 16, 2001.)
      (5)      Form of Application for the Flexible Premium Individual
                Deferred Variable Annuity. (Incorporated by Reference to
                Registrant's Registration Statement on Form N-4,
                Registration No. 333-73544 Filed November 16, 2001.)
      (6) (a)  Articles of Amendment, Restatement and Redomestication of
                the Articles of Incorporation of Merrill Lynch Life
                Insurance Company. (Incorporated by Reference to Merrill
                Lynch Life Variable Annuity Separate Account A's
                Post-Effective Amendment No. 10 to Form N-4, Registration
                No. 33-43773 Filed December 10, 1996.)



                                       C-1



      
          (b)  Amended and Restated By-Laws of Merrill Lynch Life Insurance
                Company. (Incorporated by Reference to Merrill Lynch Life
                Variable Annuity Separate Account A's Post-Effective
                Amendment No. 10 to Form N-4, Registration No. 33-43773
                Filed December 10, 1996.)
      (7)      Not Applicable.
      (8) (a)  Amended General Agency Agreement. (Incorporated by Reference
                to Merrill Lynch Life Variable Annuity Separate Account A's
                Post-Effective Amendment No. 5 to Form N-4, Registration
                No. 33-43773 Filed April 28, 1994.)
          (b)  Indemnity Agreement Between Merrill Lynch Life Insurance
                Company and Merrill Lynch Life Agency, Inc. (Incorporated
                by Reference to Merrill Lynch Life Variable Annuity
                Separate Account A's Post-Effective Amendment No. 10 to
                Form N-4, Registration No. 33-43773 Filed December 10,
                1996.)
          (c)  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 Merrill Lynch
                Life Variable Annuity Separate Account A's Post-Effective
                Amendment No. 10 to Form N-4, Registration No. 33-43773
                Filed December 10, 1996.)
          (d)  Agreement Between Merrill Lynch Life Insurance Company and
                Merrill Lynch Variable Series Funds, Inc. Relating to
                Valuation and Purchase Procedures. (Incorporated by
                Reference to Merrill Lynch Life Variable Annuity Separate
                Account A's Post Effective Amendment No. 10 to Form N-4,
                Registration No. 33-43773 Filed December 10, 1996.)
          (e)  Amended Service Agreement Between Merrill Lynch Life
                Insurance Company and Merrill Lynch Insurance Group, Inc.
                (Incorporated by Reference to Merrill Lynch Life Variable
                Annuity Separate Account A's Post-Effective Amendment No. 5
                to Form N-4, Registration No. 33-43773 Filed April 28,
                1994.)
          (f)  Reimbursement Agreement Between Merrill Lynch Asset
                Management, L.P. and Merrill Lynch Life Agency, Inc.
                (Incorporated by Reference to Merrill Lynch Life Variable
                Annuity Separate Account A's Post-Effective Amendment No.
                10 to Form N-4, Registration No. 33-43773 Filed December
                10, 1996.)
          (g)  Form of Participation Agreement Between Merrill Lynch
                Variable Series Funds, Inc. and Merrill Lynch Life
                Insurance Company. (Incorporated by Reference to Merrill
                Lynch Life Variable Annuity Separate Account A's
                Post-Effective Amendment No. 10 to Form N-4, Registration
                No. 33-43773 Filed December 10, 1996.)
          (h)  Amendment to the Participation Agreement Between Merrill
                Lynch Variable Series Funds, Inc. and Merrill Lynch Life
                Insurance Company. (Incorporated by Reference to Merrill
                Lynch Life Variable Annuity Separate Account A's
                Registration Statement on Form N-4, Registration No.
                333-90243 Filed November 3, 1999.)
      (9)      Opinion of Barry G. Skolnick, Esq. and Consent to its use as
                to the legality of the securities being registered.
                (Incorporated by Reference to Registrant's Pre-Effective
                Amendment No. 1 to Form N-4, Registration No. 333-73544
                Filed May 31, 2002.)
     (10) (a)  Written Consent of Sutherland Asbill & Brennan LLP.
          (b)  Written Consent of Deloitte & Touche LLP, independent
                auditors.
          (c)  Written Consent of Barry G. Skolnick, Esq.
     (11)      Not Applicable.
     (12)      Not Applicable.
     (13)      Schedule of Performance Computations. (Incorporated by
                Reference to Registrant's Pre-Effective Amendment No. 1 to
                Form N-4, Registration No. 333-73544 Filed May 31, 2002.)
     (14) (a)  Power of Attorney from Barry G. Skolnick. (Incorporated by
                Reference to Merrill Lynch Life Variable Annuity Separate
                Account A's Post-Effective Amendment No. 4 to Form N-4,
                Registration No. 33-43773 Filed March 2, 1994.)



                                       C-2



      
          (b)  Power of Attorney from Nikos K. Kardassis. (Incorporated by
                Reference to Merrill Lynch Life Variable Annuity Separate
                Account A's Pre-Effective Amendment No. 1 to Form N-4,
                Registration No. 333-63904 Filed September 7, 2001.)
          (c)  Power of Attorney from H. McIntyre Gardner. (Incorporated by
                Reference to Merrill Lynch Life Variable Annuity Separate
                Account A's Registration Statement on Form N-4,
                Registration No. 333-63904 Filed June 26, 2001.)
          (d)  Power of Attorney from Christopher J. Grady. (Incorporated
                by Reference to Merrill Lynch Life Variable Annuity
                Separate Account A's Registration Statement on Form N-4,
                Registration No. 333-63904 Filed June 26, 2001.)
          (e)  Power of Attorney from Deborah J. Adler. (Incorporated by
                Reference to Merrill Lynch Life Variable Annuity Separate
                Account A's Post-Effective Amendment No. 6 to Form N-4,
                Registration No. 333-90243 Filed April 22, 2003.)
          (f)  Power of Attorney from Joseph E. Justice. (Incorporated by
                Reference to Merrill Lynch Life Variable Annuity Separate
                Account A's Post-Effective Amendment No. 6 to Form N-4,
                Registration No. 333-90243 Filed April 22, 2003.)



ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR*




            NAME                  PRINCIPAL BUSINESS ADDRESS            POSITION WITH DEPOSITOR
            ----              -----------------------------------  ----------------------------------
                                                             
Deborah J. Adler............  1300 Merrill Lynch Drive, 2nd Floor  Director, Senior Vice President,
                              Pennington, New Jersey 08534         and Chief Actuary.
H. McIntyre Gardner.........  4 World Financial Center             Director and Chairman of the
                                                                   Board.
                              New York, NY 10080
Christopher J. Grady........  1300 Merrill Lynch Drive, 2nd Floor  Director and Senior Vice
                                                                   President.
                              Pennington, New Jersey 08534
Joseph E. Justice...........  1300 Merrill Lynch Drive, 2nd Floor  Director, Senior Vice President,
                              Pennington, New Jersey 08534         Chief Financial Officer, and
                                                                   Treasurer.
Nikos K. Kardassis..........  1300 Merrill Lynch Drive, 2nd Floor  Director, President and Chief
                              Pennington, New Jersey 08534         Executive Officer.
Barry G. Skolnick...........  1300 Merrill Lynch Drive, 2nd Floor  Director, Senior Vice President
                              Pennington, New Jersey 08534         and General Counsel.
Brian H. Buckley............  1300 Merrill Lynch Drive, 2nd Floor  Vice President and Senior Counsel.
                              Pennington, New Jersey 08534
Toni DeChiara...............  1300 Merrill Lynch Drive, 2nd Floor  Vice President and Interim
                                                                   Controller.
                              Pennington, New Jersey 08534
Alison Denis................  1300 Merrill Lynch Drive, 2nd Floor  Senior Vice President.
                              Pennington, New Jersey 08534
Edward W. Diffin, Jr........  1300 Merrill Lynch Drive, 2nd Floor  Vice President and Senior Counsel.
                              Pennington, New Jersey 08534
Scott Edblom................  1300 Merrill Lynch Drive, 2nd Floor  Vice President.
                              Pennington, New Jersey 08534
Amy L. Ferrero..............  4804 Deer Lake Drive East            Senior Vice President,
                                                                   Administration.
                              Jacksonville, FL 32246
Wilford H. Fuller...........  First Union Tower 300                Vice President.
                              North Green Street
                              Greensboro, NC 27401
Frances C. Grabish..........  1300 Merrill Lynch Drive, 2nd Floor  Vice President and Senior Counsel.
                              Pennington, New Jersey 08534
Roger Helms.................  1300 Merrill Lynch Drive, 2nd Floor  Vice President.
                              Pennington, New Jersey 08534
Patrick Lusk................  1300 Merrill Lynch Drive, 2nd Floor  Vice President.
                              Pennington, New Jersey 08534



                                       C-3





            NAME                  PRINCIPAL BUSINESS ADDRESS            POSITION WITH DEPOSITOR
            ----              -----------------------------------  ----------------------------------
                                                             
Robin A. Maston.............  1300 Merrill Lynch Drive, 2nd Floor  Vice President and Senior
                              Pennington, New Jersey 08534         Compliance Officer.
Jane R. Michael.............  4804 Deer Lake Drive East            Vice President.
                              Jacksonville, FL 32246
Terry L. Rapp...............  1300 Merrill Lynch Drive, 2nd Floor  Vice President and Senior
                              Pennington, New Jersey 08534         Compliance Officer.
Concetta M. Ruggiero........  1300 Merrill Lynch Drive, 2nd Floor  Senior Vice President.
                              Pennington, New Jersey 08534
Lori M. Salvo...............  1300 Merrill Lynch Drive, 2nd Floor  Vice President, Senior Counsel,
                              Pennington, New Jersey 08534         Director of Compliance, and
                                                                   Secretary.
Greta Rein Ulmer............  1300 Merrill Lynch Drive, 2nd Floor  Vice President and Senior
                              Pennington, New Jersey 08534         Compliance Officer.
Kelley Woods................  4804 Deer Lake Drive East            Vice President.
                              Jacksonville, FL 32246



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

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

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

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

                                       C-4


                         SUBSIDIARIES OF THE REGISTRANT


     The following are subsidiaries of ML & Co. as of February 27, 2003 and the
states or jurisdictions in which they are organized. Indentation indicates the
principal parent of each subsidiary. Except as otherwise specified, in each case
ML & Co. owns, directly or indirectly, at least 99% of the voting securities of
each subsidiary. The names of particular subsidiaries have been omitted because,
considered in the aggregate as a single subsidiary, they would not constitute,
as of the end of the year covered by this report, a "significant subsidiary" as
that term is defined in Rule 1.02(w) of the Regulation S-X under the Securities
Exchange Act of 1934.





                                                                          STATE OR
                          NAME                                     JURISDICTION OF ENTITY
                          ----                                     ----------------------
                                                             
Merrill Lynch & Co., Inc. ..............................        Delaware
  Merrill Lynch, Pierce, Fenner & Smith Incorporated            Delaware
     (1)................................................
     Merrill Lynch Life Agency Inc. (2).................        Washington
     Merrill Lynch Professional Clearing Corp. (3)......        Delaware
  Merrill Lynch Capital Services, Inc. .................        Delaware
  Merrill Lynch Government Securities, Inc. ............        Delaware
     Merrill Lynch Money Markets Inc. ..................        Delaware
  Merrill Lynch Group, Inc. ............................        Delaware
     Merrill Lynch Investment Managers Group Limited            England
       (4)..............................................
       Merrill Lynch Investment Managers Holdings               England
          Limited.......................................
       Merrill Lynch Investment Managers Limited........        England
     Merrill Lynch Investment Managers, L.P. (5)........        Delaware
       Merrill Lynch Alternative Investments LLC........        Delaware
     Merrill Lynch Bank & Trust Co. ....................        New Jersey
       ML Mortgage Holdings Inc. .......................        Delaware
       Financial Data Services, Inc. ...................        Florida
     Merrill Lynch Insurance Group, Inc. ...............        Delaware
       Merrill Lynch Life Insurance Company.............        Arkansas
       ML Life Insurance Company of New York............        New York
       Roszel Advisors, LLC.............................        Delaware
     Merrill Lynch International Finance Corporation....        New York
       Merrill Lynch International Bank Limited.........        England
          Merrill Lynch Bank (Suisse) S.A. .............        Switzerland
       Merrill Lynch Group Holdings Limited.............        Ireland
          Merrill Lynch Capital Markets Bank Limited....        Ireland
     Merrill Lynch Mortgage Capital Inc. (6)............        Delaware
     Merrill Lynch Trust Company, FSB...................        Federal
     Merrill Lynch Fiduciary Services, Inc. ............        New York
     MLDP Holdings, Inc. ...............................        Delaware
       Merrill Lynch Derivative Products AG.............        Switzerland
     ML IBK Positions, Inc. ............................        Delaware
       Merrill Lynch Capital Corporation................        Delaware
     ML Leasing Equipment Corp. (7).....................        Delaware
     Merrill Lynch Canada Holdings Company..............        Nova Scotia
       Merrill Lynch Canada Finance Company.............        Nova Scotia
       Merrill Lynch & Co., Canada Ltd. ................        Ontario
          Merrill Lynch Canada Inc......................        Canada
  Merrill Lynch Bank USA................................        Utah
     Merrill Lynch Business Financial Services Inc. ....        Delaware
     Merrill Lynch Credit Corporation...................        Delaware
       Merrill Lynch NJ Investment Corporation..........        New Jersey



                                       C-5





                                                                          STATE OR
                          NAME                                     JURISDICTION OF ENTITY
                          ----                                     ----------------------
                                                             
     Merrill Lynch Utah Investment Corporation..........        Utah
     Merrill Lynch Community Development Company, LLC...        New Jersey
     Merrill Lynch Commercial Finance Corp. ............        Delaware
  Merrill Lynch International Incorporated..............        Delaware
     Merrill Lynch (Australasia) Pty Limited............        New South Wales, Australia
       Merrill Lynch Finance (Australia) Pty Limited....        Victoria, Australia
       Merrill Lynch International (Australia) Limited          New South Wales, Australia
          (8)...........................................
     Merrill Lynch International Holdings Inc. .........        Delaware
       Merrill Lynch Bank and Trust Company (Cayman)            Cayman Islands, British West
          Limited.......................................        Indies
       Merrill Lynch Capital Markets AG.................        Switzerland
       Merrill Lynch Europe PLC.........................        England
          Merrill Lynch Holdings Limited................        England
            Merrill Lynch International (9).............        England
          Merrill Lynch Capital Markets Espana S.A.             Spain
            S.V.B.......................................
          Merrill Lynch (Singapore) Pte. Ltd. (10)......        Singapore
       Merrill Lynch South Africa (Pty) Ltd. (11).......        South Africa
       Merrill Lynch Mexico, S.A. de C.V., Casa de              Mexico
          Bolsa.........................................
       Merrill Lynch Argentina S.A. ....................        Argentina
       Banco Merrill Lynch de Investimentos S.A. .......        Brazil
       Merrill Lynch S.A. ..............................        Luxembourg
       Merrill Lynch Europe Ltd. .......................        Cayman Islands, British West
                                                                Indies
       Merrill Lynch France S.A. .......................        France
          Merrill Lynch Capital Markets (France)                France
            S.A. .......................................
          Merrill Lynch, Pierce, Fenner & Smith SAF.....        France
       Merrill Lynch (Asia Pacific) Limited.............        Hong Kong
          Merrill Lynch Far East Limited................        Hong Kong
     Merrill Lynch Japan Securities Co., Ltd. ..........        Japan
       Merrill Lynch Japan Finance Co., Ltd. ...........        Japan



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

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



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



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



 (4) Held through several intermediate holding companies.



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



 (6) Held through an intermediate subsidiary.



 (7) This corporation has more than 40 direct or indirect subsidiaries operating
     in the United States and serving as either general partners or associate
     general partners of limited partnerships.



 (8) Held through an intermediate subsidiary.



 (9) Partially owned by another indirect subsidiary of ML & Co.



(10) Held through intermediate subsidiaries.



(11) Partially owned by another indirect subsidiary of ML & Co.



ITEM 27. NUMBER OF CONTRACTS



     The number of Contracts in force as of February 21, 2003 was 392.


                                       C-6


ITEM 28. INDEMNIFICATION

     The following provisions regarding the Indemnification of Directors and
Officers of the Registrant are applicable:

AMENDED AND RESTATED BY-LAWS OF MERRILL LYNCH LIFE INSURANCE COMPANY, ARTICLE VI

SECTIONS 1, 2, 3 AND 4 -- INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND
INCORPORATORS

SECTION 1.  ACTIONS OTHER THAN BY OR IN THE RIGHT OF THE CORPORATION. The
Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the Corporation) by reason of the fact that he
is or was a director, officer or employee of the Corporation, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.

SECTION 2.  ACTIONS BY OR IN THE RIGHT OF THE CORPORATION. The Corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer or employee of the Corporation, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the Corporation unless and only to the extent that
the Court of Chancery or the Court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other Court shall deem proper.

SECTION 3.  RIGHT TO INDEMNIFICATION. To the extent that a director, officer or
employee of the Corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in Sections 1 and 2 of
this Article, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

SECTION 4.  DETERMINATION OF RIGHT TO INDEMNIFICATION. Any indemnification under
Sections 1 and 2 of this Article (unless ordered by a Court) shall be made by
the Corporation only as authorized in the specific case upon a determination
that indemnification of the director, officer, or employee is proper in the
circumstances because he has met the applicable standard of conduct set forth in
Sections 1 and 2 of this Article. Such determination shall be made (i) by the
board of directors by a majority vote of a quorum consisting of directors who
were not parties to such action, suit or proceeding, or (ii) if such a quorum is
not obtainable, or, even if obtainable, a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (iii) by the
stockholders.

BY-LAWS OF MERRILL LYNCH & CO., INC.,

SECTION 2 -- INDEMNIFICATION BY CORPORATION

     Any persons serving as an officer, director or trustee of a corporation,
trust, or other enterprise, including the Registrant, at the request of Merrill
Lynch are entitled to indemnification from Merrill Lynch, to the fullest extent
authorized or permitted by law, for liabilities with respect to actions taken or
omitted by such

                                       C-7


persons in any capacity in which such persons serve Merrill Lynch or such other
corporation, trust, or other enterprise. Any action initiated by any such person
for which indemnification is provided shall be approved by the Board of
Directors of Merrill Lynch prior to such initiation.

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

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 Merrill Lynch Fund of Stripped
("Zero") U.S. Treasury Securities; The Fund of Stripped ("Zero") U.S. Treasury
Securities; Merrill Lynch Trust for Government Securities; MLIG Variable
Insurance Trust; Municipal Income Fund; Municipal Investment Trust Fund; The
Municipal Fund Accumulation Program, Inc; Defined Asset Funds; Corporate Income
Fund; Government Securities Income Fund; and Equity Investor Fund.



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


                                       C-8


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




  NAME AND PRINCIPAL
   BUSINESS ADDRESS            POSITIONS AND OFFICES WITH UNDERWRITER
  ------------------           --------------------------------------
                      
E. Stanley O'Neal(1)     Director, Chairman of the Board and Chief Executive
                           Officer
Rosemary T. Berkery(1)   Executive Vice President
James P. Gorman(1)       Executive Vice President
Thomas H. Patrick(1)     Director and Executive Vice President
John C. Stomber(2)       Senior Vice President and Treasurer
Arshad R. Zakaria(3)     Executive Vice President



---------------
     (1) 4 World Financial Center, 32nd Floor, New York, NY 10080


     (2) 4 World Financial Center, 18th Floor, New York, NY 10080



     (3) 4 World Financial Center, 8th Floor, New York, NY 10080


     (c) Not applicable

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 1300 Merrill Lynch Drive, 2nd
Floor, Pennington, New Jersey 08534 and at the Service Center at 4804 Deer Lake
Drive East, Jacksonville, Florida 32246.


ITEM 31. NOT APPLICABLE

ITEM 32. UNDERTAKINGS AND REPRESENTATIONS

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

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

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

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

     (e) Registrant hereby represents that it is relying on the American Council
of Life Insurance (avail. Nov. 28, 1998) no-action letter with respect to
Contracts used in connection with retirement plans meeting the requirements of
Section 403(b) of the Internal Revenue Code, and represents further that it will
comply with the provisions of paragraphs (1) through (4) set forth in that
no-action letter.

                                       C-9


                                   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 C,
certifies that this Post-Effective Amendment meets all the requirements for
effectiveness under paragraph (b) of Rule 485, and accordingly, has caused this
Amendment to be signed on its behalf, in the Borough of Pennington, State of New
Jersey, on the 21st day of April, 2003.


                                           Merrill Lynch Life Variable
                                           Annuity
                                           Separate Account C
                                                   (Registrant)


                                            

Attest: /s/ EDWARD W. DIFFIN, JR.              By: /s/ BARRY G. SKOLNICK
       --------------------------------------  -----------------------------------------
       Edward W. Diffin, Jr.                       Barry G. Skolnick
       Vice President and Senior Counsel           Senior Vice President and General Counsel


                                           Merrill Lynch Life Insurance
                                           Company
                                                    (Depositor)


                                            

Attest: /s/ EDWARD W. DIFFIN, JR.              By: /s/ BARRY G. SKOLNICK
       --------------------------------------  -----------------------------------------
       Edward W. Diffin, Jr.                       Barry G. Skolnick
       Vice President and Senior Counsel           Senior Vice President and General Counsel



     As required by the Securities Act of 1933, this Post-Effective Amendment
No. 1 to the Registration Statement has been signed below by the following
persons in the capacities indicated on April 21, 2003.





                  SIGNATURE                                        TITLE
                  ---------                                        -----
                                            

                      *                        Director, Senior Vice President, and Chief
---------------------------------------------    Actuary
              Deborah J. Adler

                      *                        Director and Chairman of the Board
---------------------------------------------
             H. McIntyre Gardner

                      *                        Director and Senior Vice President
---------------------------------------------
            Christopher J. Grady

                      *                        Director, Senior Vice President, Chief
---------------------------------------------    Financial Officer, and Treasurer
              Joseph E. Justice

                      *                        Director, President and Chief Executive
---------------------------------------------    Officer
             Nikos K. Kardassis

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



                                       C-10


                                  EXHIBIT LIST



      
     (10) (a)  Written Consent of Sutherland Asbill & Brennan LLP.
          (b)  Written Consent of Deloitte & Touche LLP, independent
                auditors.
          (c)  Written Consent of Barry G. Skolnick, Esq.



                                       C-11