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                                                                   EXHIBIT 23(a)
 

[SUTHERLAND ASBILL & BRENNAN LLP LETTERHEAD]

 
                   CONSENT OF SUTHERLAND ASBILL & BRENNAN LLP
 
We consent to the reference to our firm under the heading "Legal Matters" in the
prospectus included in Post-Effective Amendment No. 4 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 LLP
 
                                          SUTHERLAND ASBILL & BRENNAN LLP
 
Washington, D.C.
March 25, 1999