MERRILL LYNCH LIFE INSURANCE COMPANY Merrill Lynch Life Variable Annuity Separate Account C ML LIFE INSURANCE COMPANY OF NEW YORK ML of New York Variable Annuity Separate Account C Supplement dated December 9, 2004 to the Prospectuses dated May 1, 2004 for MERRILL LYNCH CONSULTS ANNUITY(SM) This supplement updates the Prospectuses for the Merrill Lynch Consults Annuity(SM) (the "Consults Annuity") issued by Merrill Lynch Life Insurance Company or ML Life Insurance Company of New York. Please retain this supplement with your Consults Annuity Prospectus for your reference. The subaccounts investing in the Roszel/Invesco NAM Large Cap Core Portfolio and the Roszel/Seneca Large Cap Growth Portfolio of the MLIG Variable Insurance Trust (the "MLIG Trust") have been closed to allocations of premiums and contract value for Consults Annuity Contracts issued on or after December 10, 2004. At present, the following five subaccounts are closed to allocations of premiums and contract value for Consults Annuity Contracts issued on or after the following dates: Closed For Consults Annuity Subaccount: Contracts Issued On or After: ----------- ---------------------------- Roszel/Invesco NAM Large Cap Core December 10, 2004 Roszel/Seneca Large Cap Growth December 10, 2004 Roszel/Seneca Mid Cap Growth November 19, 2004 Roszel/MLIM Relative Value March 16, 2004 Roszel/Valenzuela Mid Cap Value February 3, 2004 For each of these subaccounts, if your Consults Annuity Contract was issued before the noted date, you may continue to allocate premiums and transfer contract value to the respective subaccount. If your Consults Annuity Contract was issued on or after the noted date, you may not allocate premiums or transfer contract value to that subaccount. We will keep you informed of any change in the status of these subaccounts. The subadvisers for these subaccounts were placed "on hold" in the Merrill Lynch Consults managed brokerage account program (the "Consults Program"). We seek to make available under the Consults Annuity Contract subaccounts that invest in portfolios of the MLIG Trust that are subadvised by investment managers that are part of the Consults Program. Therefore, in order to keep the investment options under the Consults Annuity aligned with the Consults Program, the Company may stop making a subaccount available as an investment option under the Consults Annuity Contract if it invests in a portfolio of the MLIG Trust whose subadviser is placed "on hold" within the Consults Program. Subadvisers may be placed on hold for a variety of reasons including changes in key personnel, changes in investment process, performance, or other factors. During any period that a subadviser is "on hold," its investment team, process, and performance are being evaluated. * * * If you have any questions, please contact your Financial Advisor, or call the Service Center at (800) 535-5549 (for Consults Annuity Contracts issued by Merrill Lynch Life Insurance Company) or (800) 333-6524 (for Consults Annuity Contracts issued by ML Life Insurance Company of New York), or write the Service Center at P.O. Box 44222, Jacksonville, Florida 32231-4222.