[SUTHERLAND ASBILL & BRENNAN LLP]



MARY E. THORNTON
DIRECT LINE: 202.383.0698
Internet: mary.thornton@sablaw.com

                                  May 4, 2006

VIA EDGAR TRANSMISSION

U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C.  20549

Re:     Merrill Lynch Life Insurance Company
        Merrill Lynch Life Variable Annuity Separate Account C
        (File No. 333-73544)

Commissioners:

On behalf of Merrill Lynch Life Insurance Company (the "Company") and Merrill
Lynch Life Variable Annuity Separate Account C (the "Account"), I hereby certify
that the form of prospectus and statement of additional information dated May 1,
2006 that would have been filed pursuant to paragraph (c) of Rule 497 would not
have differed from that contained in the most recent amendment to the
registration statement.  The text of the most recent amendment has been filed
electronically.

Please contact the undersigned at (202) 383-0698, or Lisa A. Pellegrino of our
firm at (202) 383-0387, if you have any questions or comments regarding this
transmittal.

Sincerely,

/s/ Mary E. Thornton

Mary E. Thornton

Attachment

cc:    Kirsty Lieberman, Esq.
       Lisa A. Pellegrino, Esq.