Hi Robb,

As you discussed with Mary Thornton, attached are clean and marked revised
drafts of the filings for Merrill Lynch Life Variable Annuity Separate Account A
(333-118362) and Merrill Lynch Life Variable Annuity Separate Account D
(333-119364). The first four attachments are the clean drafts and the last four
attachments are the marked drafts. Please note that the marked drafts are
marked against the versions that were filed on September 27. Please contact us
with any questions or comments.

Regards,

Lisa A. Pellegrino
Sutherland Asbill & Brennan LLP
1275 Pennsylvania Avenue, NW
Washington, DC 20004-2415
202.383.0873 phone
202.637.3593 fax
lisa.pellegrino@sablaw.com

MERRILL LYNCH LIFE INSURANCE
COMPANY

MERRILL LYNCH LIFE VARIABLE ANNUITY
SEPARATE ACCOUNT D
SUPPLEMENT DATED ___, 2006
TO THE
PROSPECTUS FOR
MERRILL LYNCH INVESTOR CHOICE
ANNUITY(SM)
(IRA SERIES)
(DATED MAY 1, 2006)

This supplement updates your Prospectus for the Merrill Lynch Investor Choice
Annuity(SM) (IRA Series) (the "Contract") issued through Merrill Lynch Life
Variable Annuity Separate Account D. In addition to the other available
Guaranteed Minimum Death Benefit ("GMDB") options under your Contract, this
supplement describes a modified Return of Premium GMDB that is available for an
additional charge only to contract owners who elect a Guaranteed Minimum
Withdrawal Benefit "GMWB". You should read this supplement in its entirety and
keep it together with your Prospectus for future reference.

FEE TABLE

The following additional line should be added to the end of the table captioned
"Periodic Charges Other Than Fund Expenses--Annual Charge for Optional Riders"
on page 4 of the Prospectus:

CURRENT MAXIMUM
------- -------

Return of Premium GMDB (GMWB version)(13) 0.15% 0.40%

- ----------
(13) The GMDB Base is generally the minimum value that would be paid under this
GMDB. The Return of Premium GMDB (GMWB version) is available only if you
elect a GMWB option. For more information, see "Death Benefit."

GUARANTEED MINIMUM DEATH BENEFIT--RETURN OF PREMIUM (GMWB VERSION)

As discussed in your Prospectus, the Contract provides you with GMDB options.
For an additional charge, you may elect one of the GMDB options available under
the Contract. Once you elect a GMDB option, you cannot change or cancel it. If
you purchase a GMDB, under the B Class, L Class, or C Class contracts, the death
benefit equals the greater of the account value less uncollected charges or the
GMDB Base. However, if you purchase a GMDB under the XC Class

Contract, the death benefit equals the greater of the account value, less
uncollected charges and any bonus amounts subject to recapture on the death of
the owner or the GMDB Base.

We are now offering a new GMDB option, the Return of Premium GMDB (GMWB
Version), which you may elect if you (or the annuitant, if the owner is a
non-natural person) are age 80 or under on the contract date. The Return of
Premium GMDB (GMWB version) is available for an additional charge ONLY IF YOU
ELECT A GMWB RIDER. As discussed in your Prospectus, a GMWB rider is an optional
rider that allows you to take minimum annual payments regardless of your account
value during your lifetime. The Return of Premium GMDB (GMWB version) must be
elected with a GMWB rider on the contract date and will terminate if you cancel
the GMWB rider or the GMWB rider reaches settlement.

GMDB BASE - RETURN OF PREMIUM (GMWB VERSION). If you purchase the Return of
Premium GMDB (GMWB Version), the GMDB Base is reduced dollar-for-dollar for
withdrawals in any contract year up to the current Guaranteed Lifetime Amount.
As stated in your Prospectus, the Guaranteed Lifetime Amount is determined by
multiplying the GMWB Base by the Lifetime Income Percentage based on the
annuitant's age at the time of the first withdrawal on or after the date the
GMWB rider becomes effective. If a withdrawal causes total withdrawals for that
contract year to exceed the Guaranteed Lifetime Amount, the GMDB Base equals the
lesser of the account value after the excess withdrawal or the GMDB Base reduced
by the withdrawal amount. The GMDB Base is not permitted to exceed the GMWB
Base; therefore, if the resulting GMDB Base is higher than your GMWB Base, we
will reset your GMDB Base to equal your GMWB Base. (See "GMWB Base" in the
Prospectus for a discussion on how the GMWB Base is calculated).

If a permissible owner/annuitant change is made (other than as a result of
spousal continuation or ownership is transferred from an individual to a
trust/entity with the same tax identification and vice versa), then the GMDB
Base will be reset to equal the current contract value, if lower.

Please note that the Return of Premium GMDB (GMWB version) DIFFERS from the
standard Return of Premium GMDB in the following ways:

- The GMDB Base is reduced dollar-for-dollar for withdrawals in any
contract year up to the current Guaranteed Lifetime Amount, whereas
all withdrawals under the standard Return of Premium GMDB are first
multiplied by an adjustment factor before they are deducted from the
GMDB Base.

- If a withdrawal causes total withdrawals for that contract year to
exceed the Guaranteed Lifetime Amount, the GMDB Base equals the lesser
of the account value after the excess withdrawal or the GMDB Base
reduced by the withdrawal amount.

- The GMDB Base is not permitted to exceed the GMWB Base; therefore, if
the resulting GMDB Base is higher than your GMWB Base, we will reset
your GMDB Base to equal your GMWB Base.

* * *

If you have any questions, please contact your Financial Advisor, or call the
Service Center at (800) 535-5549 or write the Service Center at P.O. Box 44222,
Jacksonville, Florida 32231-4222.

MERRILL LYNCH LIFE INSURANCE
COMPANY

MERRILL LYNCH LIFE VARIABLE
ANNUITY
SEPARATE ACCOUNT D
SUPPLEMENT DATED ___, 2006
TO THE
PROSPECTUS FOR
MERRILL LYNCH INVESTOR CHOICE
ANNUITY(SM)
(IRA SERIES)
(DATED MAY 1, 2006)

This supplement updates your Prospectus for the Merrill Lynch Investor Choice
Annuity(SM) (IRA Series) (the "Contract") issued through Merrill Lynch Life
Variable Annuity Separate Account D. This supplement describes changes to the
existing Guaranteed Minimum Income Benefit ("GMIB") offered under the Contract
and it describes an enhanced Guaranteed Minimum Income Benefit option known as
"GMIB Plus," which is now offered under the Contract. You may elect this benefit
only at the time your Contract is issued. This supplement also describes a new
Guaranteed Minimum Death Benefit ("GMDB") rider that may also only be elected
when you elect the GMIB Plus rider.

The GMIB and the GMIB Plus are optional riders that offer you the future ability
to receive guaranteed minimum monthly fixed payments if you annuitize under
certain terms and conditions. If you elect the GMIB rider or the GMIB Plus
rider, you know the level of minimum income that will be available to you upon
annuitization, assuming no withdrawals, transfers, or additional premiums,
regardless of fluctuating market conditions. YOU MAY NEVER NEED TO RELY UPON THE
GMIB RIDER OR THE GMIB PLUS RIDER, WHICH SHOULD BE VIEWED AS PAYMENT "FLOORS."
If you do not annuitize under the GMIB rider or the GMIB Plus rider, the charges
collected for these benefits will not be refunded. You cannot elect both the
GMIB rider and the GMIB Plus rider. Also, if you elect either the GMIB or the
GMIB Plus rider, you cannot elect a Guaranteed Minimum Withdrawal Benefit
("GMWB") rider.

Significant differences between GMIB and GMIB Plus are set forth in the
following chart - see the applicable sections of this supplement for more
details. You should read this supplement in its entirety and keep it together
with your Prospectus for future reference.

GMIB GMIB PLUS
-------------------------------------------- ----------------------------------------------------------

ISSUE AGE Maximum issue age is 75 (older annuitant). Maximum issue age is 70 (older annuitant) and minimum
No minimum issue date. issue age is 45 (younger annuitant). Natural owner(s) must
be annuitant(s) and only spouses may be joint annuitants.

CHARGE The current charge is 0.50% (0.90% maximum). The current charge is 0.65% (1.20% maximum).

INVESTMENT No investment restrictions currently apply. Allocation guidelines and restrictions apply.
RESTRICTIONS

RESTRICTED Restricted Subaccounts (3% interest on GMIB No Restricted Subaccounts (5% interest on entire GMIB Plus
SUBACCOUNTS Roll-Up Base B). Roll-Up Base).

GMIB ROLL-UP BASE GMIB Roll-Up Base accrues interest until the GMIB Plus Roll-Up Base accrues interest until the contract
earlier of 20 contract years or the contract anniversary on or following the oldest annuitant's 85th
anniversary on or following the oldest birthday.
annuitant's 80th birthday.

GMIB MAV BASE Anniversary values for GMIB MAV Base Anniversary values for GMIB Plus MAV Base calculated until
calculated until the contract anniversary on the contract anniversary on or following the oldest
or following the oldest annuitant's 80th annuitant's 85th birthday.
birthday.

OPTIONAL RESET No optional resets of GMIB Roll-Up Base. Optional resets of GMIB Plus Roll-Up Base until oldest
annuitant's 75th birthday (restarts the 10-year waiting
period).

RMD PROVISION RMD withdrawals will reduce the GMIB Roll-Up RMD withdrawals attributable to assets in the Contract
Base in the same manner as all other will reduce the GMIB Plus Roll-Up Base subject to limited
withdrawals. dollar-for-dollar treatment. ("See Required Minimum
Distribution").

NO LAPSE GUARANTEE No Lapse Guarantee not available. If account value is reduced to zero, No Lapse Guarantee
automatically exercises GMIB Plus.

FEE TABLE

The following additional lines should be added to the end of the table captioned
"Periodic Charges Other Than Fund Expenses--Annual Charge for Optional Riders"
on page 4 of the Prospectus:

CURRENT MAXIMUM
------- -------

GMIB Plus(11) 0.65% 1.20%
Return of Premium GMDB (GMIB version)(12) 0.15% 0.40%

- ----------
(11) The GMIB Plus Base is the amount used to calculate the monthly income
payable when the contract annuitizes under the GMIB Plus. For more
information, see "Guaranteed Minimum Income Benefit Plus."

(12) The GMDB Base is generally the minimum value that would be paid under this
GMDB. The Return of Premium GMDB (GMIB version) is available only if you
elect the GMIB Plus rider. For more information, see "Death Benefit."

GUARANTEED MINIMUM INCOME BENEFIT

As stated earlier in this supplement and in your Prospectus, the existing GMIB
rider that is available under the Contract offers you the future ability to
receive guaranteed minimum monthly fixed payments if you annuitize under certain
terms and conditions. As stated in your Prospectus, the GMIB Roll-Up Base equals
the sum of GMIB Roll-Up Base A and GMIB Roll-Up Base B. Dividing the GMIB
Roll-Up Base into these components allows us to apply different rates of
interest to the GMIB Roll-Up Base associated with certain subaccounts (called
"Restricted Subaccounts.") We are changing the way we calculate the GMIB Roll-Up
Base A and the GMIB Roll-Up Base B. Specifically, subsequent premiums received
prior to both the first rider quarterversary and the first withdrawal will be
treated as initial premiums. In that regard, the following should replace the
"GMIB Roll-Up Base A" section and the "GMIB Roll-Up Base B" section beginning on
page 57 of your Prospectus:

GMIB ROLL-UP BASE A: GMIB Roll-Up Base A is equal to:

- - the initial premium on the contract date plus any subsequent premiums
received before the earlier of the first withdrawal or the first
quarterversary, allocated to the subaccounts other than the Restricted
Subaccounts, with interest compounded daily from the contract date at an
annual rate of 5%; plus

- - subsequent premiums received on or after the earlier of the first
quarterversary or the first withdrawal, allocated to any subaccounts other
than the Restricted Subaccounts, plus all amounts transferred into any
subaccounts other than Restricted Subaccounts, with interest compounded
daily from the contract anniversary on or following the effective date of
each additional premium payment or transfer at an annual rate of 5%; less

- - all "adjusted" withdrawals from, and all amounts transferred from, any
subaccounts other than the Restricted Subaccounts, with interest compounded
daily from the contract anniversary on or following the effective date of
each withdrawal or transfer at an annual rate of 5%.

GMIB ROLL-UP BASE B: GMIB Roll-Up Base B is equal to:

- - the initial premium on the contract date plus any subsequent premiums
received before the earlier of the first withdrawal or the first
quarterversary, allocated to Restricted Subaccounts with interest
compounded daily from the contract date at an annual rate of 3%; plus

- - subsequent premiums received on or after the earlier of the first
quarterversary or the first withdrawal, allocated to Restricted
Subaccounts, plus all amounts transferred into Restricted Subaccounts, with
interest compounded daily from the contract anniversary on or following the
effective date of each additional premium payment or transfer at an annual
rate of 3%; less

- - all "adjusted" withdrawals from, and all amounts transferred from,
Restricted Subaccounts, with interest compounded daily from the contract
anniversary on or following the effective date of each withdrawal or
transfer at an annual rate of 3%.

Please note that if you elect the GMIB rider, you are not permitted to elect the
GMIB Plus rider or any GMWB rider. Thus, in the "Guaranteed Minimum Income
Benefit" section of your Prospectus the following should replace the last
sentence of the first paragraph on page 55 of your Prospectus: "If you elect the
GMIB, you cannot elect any GMWB option or the GMIB Plus."

For an example of GMIB, please see Appendix E.

GUARANTEED MINIMUM INCOME BENEFIT PLUS

As discussed above, an enhanced GMIB option known as the GMIB Plus is now
offered under the Contract. In this regard, the following should be added
immediately prior to the "Guaranteed Minimum Withdrawal Benefit" section on page
60 of the Prospectus:

GUARANTEED MINIMUM INCOME BENEFIT PLUS

GENERAL. In addition to the GMIB, we also offer the GMIB Plus, which is an
enhanced version of the GMIB. As with the GMIB, you may choose to elect this
option for an additional charge if you are concerned that poor subaccount
investment performance may adversely affect the annuity value on which your
annuity payments will be based. Also, as with the GMIB, if you decide you want
the protection that GMIB Plus provides, you must elect it when your Contract is
issued. The GMIB Plus provides you the ability to receive guaranteed minimum
monthly fixed payments in the future if you annuitize under the terms and
conditions of the GMIB Plus rider. If you elect the GMIB Plus rider, you know
the level of minimum income that will be available to you upon annuitization,
assuming no withdrawals or additional premiums, regardless of fluctuating market
conditions. YOU MAY NEVER NEED TO RELY UPON THE GMIB PLUS RIDER, WHICH SHOULD BE
VIEWED AS A PAYMENT "FLOOR."

You must annuitize under the terms and conditions of the GMIB Plus rider to
obtain any benefit from the rider. If you do not annuitize under the terms and
conditions of the GMIB Plus rider, the charges collected for this benefit will
not be refunded. There is an initial waiting period of 10 years from the
contract date before you can annuitize under the GMIB Plus rider. If you elect
the GMIB Plus rider, you cannot elect any GMWB option, or the GMIB rider.
Furthermore, you cannot participate in the Dollar Cost Averaging Program.

PLEASE NOTE THAT WHILE THE GMIB AND THE GMIB PLUS SERVE THE SAME GENERAL
PURPOSE, THERE ARE DIFFERENCES BETWEEN

THE TWO OPTIONS. PLEASE READ THIS SECTION AND THE "GUARANTEED MINIMUM INCOME
BENEFIT" SECTION CAREFULLY TO DECIDE IF EITHER OF THESE OPTIONS IS RIGHT FOR
YOU.

You cannot elect the GMIB Plus rider if you are younger than age 45 or older
than age 70 on the contract date. ONLY SPOUSES MAY BE JOINT ANNUITANTS. IF THE
OWNER IS A NATURAL PERSON, THEN THE ANNUITANT MUST BE THE OWNER. THE GMIB PLUS
RIDER IS IRREVOCABLE - THAT IS, YOU MAY NOT CANCEL THE GMIB PLUS RIDER ONCE YOU
ELECT IT. The GMIB Plus rider will terminate upon full surrender, annuitization
(under the Contract or the GMIB Plus rider), expiration of the last exercise
period, death, or termination of the Contract. However, the GMIB Plus rider will
not terminate at death if a spousal beneficiary (who is also a joint annuitant)
elects to continue the Contract under the spousal beneficiary continuation
option or if an eligible spousal beneficiary (who is not a joint annuitant, but
is at least age 45 on the spousal continuation date) elects to continue the GMIB
Plus rider as the sole owner/annuitant (provided the GMIB Plus rider is still
available for sale at that time). The last exercise date and the last optional
reset date will be recalculated based on the surviving spouse's age on the
spousal continuation date, if earlier. The GMIB Plus rider may not be available
in every state.

IMPORTANT INFORMATION ABOUT THE GMIB PLUS RIDER:

- - We will not refund the GMIB Plus charges, even if you do not annuitize
under the GMIB Plus rider.

- - There is an initial 10-year waiting period before you can annuitize under
the GMIB Plus rider. (If you choose to reset the GMIB Plus Roll-Up Base on
a contract anniversary, a new 10-year waiting period begins.)

- - You must elect the GMIB Plus rider at contract issue.

- - Once you elect the GMIB Plus rider, you cannot cancel it.

- - You cannot elect the GMIB Plus rider if you are younger than age 45 or
older than age 70.

- - If you elect the GMIB Plus rider, we require you to comply with allocation
guidelines and restrictions.

HOW WE DETERMINE THE AMOUNT OF YOUR MINIMUM GUARANTEED INCOME. If you elect the
GMIB Plus rider, we determine the amount of minimum income available to you on
the date you exercise the GMIB Plus rider by applying the GMIB Plus Base (less
applicable premium taxes) to the GMIB Plus Annuity Option Payout Rates ("GMIB
Plus rates") for the annuity option you select.

THE GMIB PLUS BASE IS ONLY USED TO CALCULATE THE GMIB PLUS GUARANTEED INCOME
PAYMENTS, AND DOES NOT ESTABLISH OR GUARANTEE AN ACCOUNT VALUE, CASH VALUE,
MINIMUM DEATH BENEFIT, OR A MINIMUM RETURN FOR ANY SUBACCOUNT.

Because the GMIB Plus rates are based on conservative actuarial factors, the
amount of lifetime income that the GMIB Plus rider guarantees may be less than
the amount of income that would be provided by applying your annuity value to
then-current annuity payout rates for the same annuity option. Therefore, you
should view the benefit provided if you annuitize under the terms and conditions
of the GMIB Plus rider as a payment "floor." Your amount of lifetime income,
however, will not be less than it would be if we applied your annuity value on
the exercise date to then-current annuity purchase rates for the same annuity
option. Annuity payout rates depend on the sex (where permissible) and ages of
the annuitant and any joint annuitant.

GMIB PLUS BASE. The GMIB Plus Base equals the greater of the GMIB Plus MAV Base
and the GMIB Plus Roll-Up Base.

GMIB PLUS MAV BASE. The GMIB Plus MAV Base is equal to the greatest anniversary
value. An anniversary value is equal to the contract value on the contract date
and on each contract anniversary, increased by premium payments and decreased by
"adjusted" withdrawals since the contract date or that anniversary.

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

(a) = GMIB Plus MAV Base and

(b) = the account value.

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

We will calculate anniversary values until the earlier of:

- the contract anniversary on or following the oldest annuitant's 85th
birthday; or

- the date you exercise your GMIB Plus.

Changes in annuitant may cause the GMIB Plus rider to terminate. If the rider
continues in effect, changes in annuitant will not increase the period of time
used to determine anniversary values. At the time of the annuitant change, if as
of the contract date a new annuitant was older than the annuitant whose age is
then being used to determine anniversary values, and the period of time for
calculating anniversary values has not ended, then the limitation date used for
calculating additional anniversary values will be reset. The new limitation date
will be reset based on the age of the new annuitant, but will not be reset to a
date earlier than the date of the annuitant change.

GMIB PLUS ROLL-UP BASE: GMIB Plus Roll-Up Base is equal to:

- - the initial premium plus any subsequent premiums received before the
earlier of the first withdrawal or the first quarterversary following the
contract date with interest compounded daily from the contract date at an
annual rate of 5%; plus

- - all subsequent premiums received on or after the earlier of the first
quarterversary or the first withdrawal following the contract date with
interest compounded daily from the contract anniversary on or following the
effective date of each additional premium payment at an annual rate of 5%;
less

- - all "adjusted" withdrawals with interest compounded daily from the contract
anniversary on or following the effective date of each withdrawal at an
annual rate of 5%.

The GMIB Plus Roll-Up Base will not be less than zero.

For this formula, each "adjusted" withdrawal is equal to the amount of such
withdrawal multiplied by an adjustment factor.

If the total of all withdrawals during the contract year, including the amount
of the requested withdrawal, is less than or equal to 5% times the GMIB Plus
Roll-Up Base as of the beginning of the contract year, the adjustment factor is
1.0.

If the total of all withdrawals, including the requested withdrawal, is greater
than 5% times the GMIB Plus Roll-Up Base as of the beginning of the contract
year, the adjustment factor for the requested withdrawal is (a) divided by (b)
where:

(a) = GMIB Plus Roll-Up Base and

(b) = the account value

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

Interest accrues until the earlier of:

- - the contract anniversary on or following the oldest annuitant's 85th
birthday; or

- - the date you exercise the GMIB Plus rider.

If there is a change of annuitant and the GMIB Plus rider continues, the period
of time used to accrue interest will not increase. If the new annuitant is older
than the previous annuitant, then the limitation date used for calculating
additional interest will be reset. The new limitation date will be reset based
on the age of the new annuitant, but will not be reset to a date earlier than
the date of the annuitant change.

REQUIRED MINIMUM DISTRIBUTIONS. If you intend to satisfy the required minimum
distribution ("RMD") rules by making a withdrawal from this Contract, you must
notify us in writing before taking the withdrawal. We will then determine
whether (i) your RMD withdrawal amount is attributable only to assets in this
Contract, and (ii) your requested RMD amount exceeds 5% times the GMIB Plus
Roll-Up Base effective at the beginning of the contract year.

If both (i) and (ii) above are true and you have not taken any prior withdrawals
during the current contract year, we will reduce your GMIB Plus Base
dollar-for-dollar for this withdrawal. Any withdrawals causing cumulative
withdrawals during this contract year to exceed the dollar-for-dollar limit will
be "adjusted" as set forth in the shaded box above.

ALLOCATION GUIDELINES AND RESTRICTIONS. If you elect the GMIB Plus rider, you
must participate in a quarterly Rebalancing Program in order to satisfy our
Allocation Guidelines and Restrictions requirement. Currently, we will also
permit you to use certain models in our Asset Allocation Program to satisfy
these requirements. For detailed information on the Rebalancing Program and
Asset Allocation Program models, see these sections in your Prospectus.

REBALANCING PROGRAM. If you use our Rebalancing Program, you must provide us
with written instructions that comply with the following: you must allocate at
least 40% but no more than 70% among subaccounts in the Large Cap, Mid Cap,
Small Cap, and International investment categories, and no more than 40% among
subaccounts in the Small Cap, International, Alternative, and Money Market
investment categories. The subaccounts currently available in these investment
categories are listed in Appendix G of the Prospectus.

Your total allocations must equal 100%. You may change your premium allocations
provided the resulting allocation continues to comply with the Allocation
Guidelines and Restrictions. However, any request to reallocate account value
that is not in compliance with the Allocation Guidelines and Restrictions will
not be accepted while the GMIB Plus rider is in effect.

IMPORTANT MECHANICS OF THE REBALANCING PROGRAM.

- - You must choose a quarterly rebalancing date, which can be any date from
the 1st through the 28th day of a month.

- - Your first rebalancing date must be within 95 days from the contract date.

- - You must allocate any additional premiums in accordance with the
subaccounts and percentages you have selected.

- - You may request to change your instructions while the GMIB Plus rider is in
effect and/or to transfer among subaccounts provided that each request
results in allocation of your account value that complies with the
Allocation Guidelines and Restrictions.

- - If we tell you that a subaccount that you are invested in will close or be
eliminated, you must provide new allocation instructions that comply with
these guidelines and restrictions or the GMIB Plus rider will be
terminated.

- - Only pro-rata withdrawal requests, affecting all subaccounts in which you
are invested, will be permitted while the GMIB Plus rider is in effect.

ASSET ALLOCATION PROGRAM. If you participate in the Asset Allocation Program,
you must select one of the following asset allocation models:

- Income;

- Income & Growth; or

- Growth.

At any time, you may change to a different asset allocation model, provided the
model you choose will satisfy the Allocation Guidelines and Restrictions. We
will notify you if an asset allocation model no longer satisfies the Allocation
Guidelines and Restrictions.

If you no longer wish to participate in the Asset Allocation Program or if we
notify you that the asset allocation model you previously selected will no
longer satisfy the Allocation Guidelines and Restrictions described above, you
must provide us with new instructions. If you do NOT

provide us with new instructions, the quarterly Rebalancing Program for your
Contract will apply. Your account value will then be rebalanced to the same
subaccounts of the asset allocation model you previously selected, and with the
percentages that existed for that asset allocation model when it last satisfied
the Allocation Guidelines and Restrictions. Thereafter, unless we receive new
instructions from you, we will rebalance your account value quarterly on the
28th of the month at the end of each calendar quarter in accordance with those
percentages.

OPTIONAL RESET. On each contract anniversary up to and including the contract
anniversary on or following the oldest annuitant's 75th birthday, you can
request that the GMIB Plus Roll-Up Base be reset on such anniversary to equal
the contract value. Your request must be by written notification to our service
center and must be received no later than 30 days following such anniversary. IF
YOU ELECT TO INCREASE THE GMIB PLUS ROLL-UP BASE TO THE CURRENT CONTRACT VALUE,
A NEW 10-YEAR WAITING PERIOD BEGINS BEFORE YOU CAN EXERCISE GMIB PLUS.

CONDITIONS FOR ELECTING TO RECEIVE INCOME PAYMENTS. You cannot exercise the GMIB
Plus until the expiration of the waiting period. The waiting period expires on
the 10th contract anniversary following the later of the contract date or the
date of the last optional reset, if any. AFTER THE WAITING PERIOD, YOU MAY
EXERCISE THE GMIB PLUS ONLY ON OR DURING THE 30 DAY PERIOD FOLLOWING EACH
CONTRACT ANNIVERSARY. The last timeframe during which you can exercise the GMIB
Plus begins at the contract anniversary on or following the 85th birthday of the
oldest annuitant named at any time under the GMIB Plus rider and expires 30 days
later.

If you annuitize your Contract at any time other than during a permitted
exercise period, the GMIB Plus is not available. For example, you cannot
exercise the rider if you annuitize your Contract 12 1/2 years after you
purchase the Contract or seven years after you purchase the Contract.

- You are not required to use the GMIB Plus rider to receive annuity
payments. However, we will not refund charges paid for the GMIB Plus
rider if you annuitize outside of the terms and conditions of the GMIB
Plus rider.

- The last exercise date and the last optional reset date will be
recalculated based upon the surviving spouse's age on the spousal
continuation date, if earlier.

AVAILABLE ANNUITY OPTIONS. The annuity options available when using the GMIB
Plus to receive your fixed income are limited to the following:

- Life Annuity

- Joint and Survivor Life Annuity

- Life Annuity with Payments Guaranteed for 10 Years

- Joint and Survivor Life Annuity with Payments Guaranteed for 10 Years

If you select the Joint and Survivor Life Annuity or the Joint and Survivor Life
Annuity with Payments Guaranteed for 10 Years, the designated person is deemed
to be the joint annuitant for purposes of the GMIB Plus rider.

CHANGE OF ANNUITANT. In general, we will not permit a change of annuitant if as
of the contract date, the new annuitant was younger than age 45 or older than
age 70. If in the future the law

requires us to permit such changes, the GMIB Plus rider will terminate. In
addition, if the annuitant is changed to a spousal beneficiary who as of the
Spousal Continuation Date was younger than age 45, the GMIB Plus rider will
terminate. If the recalculated last exercise date is earlier than the date of
the change of annuitant, the GMIB Plus rider will terminate.

CHANGE OF OWNER/ANNUITANT. If there is a change of owner/annuitant or an
assignment of this Contract (in states where applicable), this rider will
terminate unless the owner/annuitant is changed under any of the circumstances
described below:

1) a spouse of the current owner/annuitant is added as joint annuitant who is
at least age 45, but not older than age 70 as of the effective date of the
change;

2) a spouse of the current owner/annuitant is removed as a joint annuitant;

3) as the result of the creation or termination of a trust, the life (or
lives) upon which payment of the GMIB Plus is based has not changed.

NO LAPSE GUARANTEE. If your account value is reduced to zero and the amount of
your withdrawals has not exceeded 5% of the GMIB Plus Roll-Up Base as of the
beginning of that contract year, then the following will occur:

1) An annuity date no earlier than the next contract anniversary will be
set;

2) the GMIB Plus Base less any applicable premium taxes as of such date
will be applied to the GMIB Plus annuity option payout rates for the
annuity option you select based on the age and sex (where permissible)
of the annuitant(s); and

3) all riders attached to the Contract will terminate.

Any withdrawal which causes total withdrawals in any contract year to exceed 5%
of the GMIB Plus Roll-Up Base will irrevocably terminate the No Lapse Guarantee.

If we determine that the RMD for your Contract exceeds 5% times the GMIB Plus
Roll-Up Base at the beginning of the contract year, the No Lapse Guarantee will
not terminate as a result, provided we determine that your GMIB Plus Roll-Up
Base will be reduced dollar-for-dollar. See Required Minimum Distribution.

PLEASE NOTE THAT WHILE THE NO LAPSE GUARANTEE IS IN EFFECT, THE FOLLOWING
PROVISIONS OF YOUR CONTRACT ARE WAIVED:

- THE INACTIVE CONTRACT PROVISION WHICH IS DISCUSSED UNDER "INACTIVE
CONTRACT" IN THIS PROSPECTUS.

- THE MINIMUM SURRENDER VALUE THAT IS DISCUSSED UNDER "PARTIAL
WITHDRAWALS" IN THIS PROSPECTUS. HOWEVER, THIS PROVISION IS NOT WAIVED
FOR A PARTIAL WITHDRAWAL THAT CAUSES THE NO LAPSE GUARANTEE TO BE
TERMINATED.

GMIB PLUS CHARGE. We deduct a charge for the GMIB Plus rider that compensates us
for the costs and risks we assume in providing this benefit. (See "Charges,
Deductions, and Credits - GMIB Charge.")

For an example of the GMIB Plus, please see Appendix E.

GUARANTEED MINIMUM DEATH BENEFIT--RETURN OF PREMIUM (GMIB VERSION)

We are now offering a new GMDB option, the Return of Premium GMDB (GMIB
Version), which you may elect if you (or the annuitant, if the owner is a
non-natural person) are age 70 or under on the contract date. The Return of
Premium GMDB (GMIB version) is available for an additional charge ONLY IF YOU
ELECT THE GMIB PLUS RIDER. The Return of Premium GMDB (GMIB version) must be
elected on the contract date and cannot be canceled.

GMDB BASE - RETURN OF PREMIUM (GMIB VERSION). If you purchase the Return of
Premium GMDB (GMIB Version), the GMDB Base equals:

- the premiums paid into the Contract less

- "adjusted" withdrawals from the Contract.

For this formula, the GMDB Base is reduced dollar-for-dollar for withdrawals up
to 5% of the GMIB Plus Roll-Up Base at the beginning of a contract year (known
as the "dollar-for-dollar limit"). That is, the "adjusted" withdrawal is equal
to the withdrawal amount. If a requested withdrawal during the contract year
causes total withdrawals during the contract year to exceed the
dollar-for-dollar limit, then the GMDB Base equals the current GMDB Base reduced
by the "adjusted withdrawal" amount, which equals the requested withdrawal
amount multiplied by (a) divided by (b) where:

(a) = GMDB Base

(b) = the account value.

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

If you notify us in writing and we determine the RMD for your Contract is
greater than 5% of the GMIB Plus Roll-Up Base at the beginning of the contract
year, then the adjustment factor is 1.0 for such withdrawal provided the total
number of withdrawals from any subaccounts, during the contract year, including
the amount of the requested withdrawal, does not exceed the RMD for your
Contract. See "Required Minimum Distribution" in your Prospectus.

Please note that the Return of Premium GMDB (GMIB version) DIFFERS from the
standard Return of Premium GMDB described in your prospectus in the following
ways:

- The GMDB Base is reduced dollar-for-dollar for withdrawals up to the
dollar-for-dollar limit. Only if a requested withdrawal during the
contract year causes total withdrawals during the contract year to
exceed the dollar-for-dollar limit, will the GMDB Base then equal the
current GMDB Base reduced pro rata.

- If a permissible owner/annuitant change is made (other than as a
result of spousal continuation, or if ownership is transferred from an
individual to a trust/entity with the same tax identification and vice
versa), then the Return of Premium GMDB Base (GMIB Version) will be
reset to equal the current contract value, if lower.

- The Return of Premium GMDB (GMIB version) will terminate if the GMIB
Plus rider terminates (for a reason other than surpassing the GMIB
Plus last exercise date), the GMIB Plus rider is exercised, or the
Contract reaches maturity.

GMIB CHARGE

The following replaces the "GMIB Charge" section on page 71 of the Prospectus:

GMIB CHARGE

If you elect a GMIB option, we will deduct a charge that compensates us for the
costs and risks we assume in providing this benefit. We do not deduct this
charge after the annuity date or the last exercise date. The current and maximum
GMIB charge percentages vary according to the type of GMIB that you choose. (See
the "Fee Table.") We have the right to change the current GMIB charge
percentage, but it will never exceed the maximum GMIB charge percentage. The
amount of the GMIB charge is calculated on each monthaversary by multiplying the
applicable GMIB Base by the current annual GMIB charge percentage and dividing
the resulting amount by 12. (See "Guaranteed Minimum Income Benefit" and
"Guaranteed Minimum Income Benefit Plus" for a definition of the GMIB Base and
the GMIB Plus Base, respectively.) On each quarterversary, we deduct the sum of
the GMIB charges calculated on each of the three previous monthaversaries from
the account value. If the contract date falls on the 29th, 30th or 31st of any
given month, we will use the last day of that month if that month does not have
a corresponding monthaversary or quarterversary for purposes of calculating and
deducting the GMIB charges. If the GMIB rider is terminated at any time other
than on a quarterversary, we will deduct from the account value a pro rata
amount of any charges that would be collected on the next quarterversary. We
deduct the GMIB charge on a pro rata basis from all subaccounts in which

your account value is invested. We deduct the GMIB charge regardless of whether
annuity payments under the GMIB would be higher than those provided under the
Contract.

* * *

If you have any questions, please contact your Financial Advisor, or call the
Service Center at (800) 535-5549 or write the Service Center at P.O. Box 44222,
Jacksonville, Florida 32231-4222.

PLEASE REPLACE CURRENT APPENDIX E IN YOUR PROSPECTUS WITH THE EXAMPLE BELOW.

APPENDIX E - EXAMPLE OF GMIB AND GMIB PLUS RIDERS

THE PURPOSE OF THIS EXAMPLE IS TO ILLUSTRATE THE OPERATION OF OUR GUARANTEED
MINIMUM INCOME BENEFIT RIDERS. NO INVESTMENT RETURNS ARE ASSUMED AS ONLY THE
GMIB GUARANTEED MINIMUM PAYMENTS ARE ILLUSTRATED. ACTUAL INVESTMENT RETURNS MAY
RESULT IN A HIGHER PAYMENT. HOWEVER, BOTH GMIB RIDERS WOULD GENERALLY NOT HAVE
PROVIDED ANY ADDITIONAL BENEFIT IN THESE CASES UNLESS THERE WAS A SUDDEN, SHARP
DECLINE IN INVESTMENT RETURNS. THE EXAMPLE ASSUMES NO INVESTMENT IN RESTRICTED
SUBACCOUNTS (NOT APPLICABLE FOR GMIB PLUS), NO WITHDRAWALS AND NO PREMIUM TAXES.
ANY CHANGE TO THESE ASSUMPTIONS WOULD REDUCE THE GMIB BASE AND THEREFORE THE
GMIB GUARANTEED MINIMUM PAYMENT.

FACTS: Assume that a male, age 55 purchases a Merrill Lynch Investor Choice
Annuity (B Class) Contract on June 1, 2006 with an initial premium payment of
$100,000, selects GMIB (or GMIB Plus) and specifies the Life with Payments
Guaranteed for 10 Years annuity option. The following chart shows the GMIB
guaranteed minimum payout amounts under each rider if he were to exercise GMIB
on the contract anniversaries shown:

GMIB RIDER GMIB PLUS RIDER
----------------------------- -----------------------------
ANNUAL GMIB ANNUAL GMIB
CONTRACT ANNIVERSARY* GMIB BASE PAYMENTS** GMIB BASE PAYMENTS**
- --------------------- --------- ----------------- --------- -----------------

(5th) June 1, 2011 $127,628 Not Available For $127,628 Not Available For
Exercise Exercise
(10th) June 1, 2016 $162,889 $ 9,011 $162,889 $ 9,011
(15th) June 1, 2021 $207,893 $12,997 $207,893 $12,997
(20th) June 1, 2026 $265,330 $18,976 $265,330 $18,976
(25th) June 1, 2031 $265,330 $21,715 $338,635 $27,714
(30th) June 1, 2036*** $265,330 $24,516 $432,194 $39,935
(35th) June 1, 2041 n/a GMIB TERMINATED n/a GMIB TERMINATED

* The Contract may also be annuitized under the terms and conditions of each
GMIB rider during the 30 day period immediately following each contract
anniversary whenever GMIB is available for exercise.

** GMIB payments must be made on a monthly basis. Annual amounts (monthly
times 12) are illustrative.

*** If the contract were not annuitized during the 30 day period following this
contract anniversary, each GMIB rider would terminate and no future
guaranteed minimum income benefit would be provided. Furthermore, GMIB
charges previously collected would not be refunded.

FOR A DETAILED EXPLANATION OF HOW WE CALCULATE THE GMIB BASE AND DETERMINE THE
ACTUAL PAYOUT AMOUNT UPON EXERCISE OF GMIB, SEE "GUARANTEED MINIMUM INCOME
BENEFIT" FOR THE GMIB RIDER AND "GUARANTEED MINIMUM INCOME BENEFIT PLUS" FOR THE
GMIB PLUS RIDER.