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                                                                   EXHIBIT 23(A)
 
   
SUTHERLAND, ASBILL & BRENNAN
    
 
                    CONSENT OF SUTHERLAND, ASBILL & BRENNAN
 
   
We consent to the reference to our firm under the heading "Legal Matters" in the
prospectus included in Post-Effective Amendment No. 1 to the Registration
Statement on Form S-1 (File No. 33-58303) for certain modified guaranteed
annuity contracts issued by Merrill Lynch Life Insurance Company. In giving this
consent, we do not admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act of 1933.
    
 
                                          /s/ Sutherland, Asbill & Brennan
 
                                          SUTHERLAND, ASBILL & BRENNAN
 
Washington, D.C.
   
March 25, 1996