EXHIBIT 3

                             UNDERWRITING AGREEMENT


          AGREEMENT made this _____ day of September, 2002, by and between
Merrill Lynch Life Insurance Company ("Merrill Lynch Life"), an Arkansas
corporation, and Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S"),
a Delaware corporation.


                              W I T N E S S E T H :


          WHEREAS, Merrill Lynch Life has established a separate account
entitled the Merrill Lynch Life Variable Annuity Separate Account D for the
purpose of issuing certain variable annuity contracts ("Contracts");

          WHEREAS, Merrill Lynch Life wishes to arrange for the underwriting of
the Contracts in conformity with the requirements of the Securities Exchange Act
of 1934 ("1934 Act"); and

          WHEREAS, MLPF&S is registered with the Securities and Exchange
Commission ("SEC") as a broker-dealer under the 1934 Act and is a member of the
National Association of Securities Dealers, Inc. ("NASD");

          NOW, THEREFORE, the parties hereto agree as follows:

          1. Merrill Lynch Life hereby appoints MLPF&S as its exclusive
representative for the distribution of the Contracts, and MLPF&S hereby agrees
to use its best efforts to sell and distribute the Contracts through its
registered representatives; provided, that with the approval of Merrill Lynch
Life, MLPF&S may arrange with other broker-dealers for the sale of the Contracts
and execute agreements relating thereto upon such terms and conditions as MLPF&S
deems appropriate.

          2. Unless otherwise permitted by applicable law, each person engaged
in the sale of the Contracts must be both an agent of Merrill Lynch Life and a
"person associated with a broker or dealer" as that term is defined in Section
3(a)(18) of the 1934 Act. With respect to all persons associated with it who
will be engaged in the sale of the Contracts, MLPF&S will be responsible for
their training, qualification, registration, supervision and control in the
manner and to the extent required by the applicable rules of the SEC and NASD
and by any applicable securities laws or rules of the various states relating to
the sale of the Contracts. Merrill Lynch Life reserves the right to refuse to
appoint any person proposed to be associated with MLPF&S as an agent, or if
appointed, to terminate such appointment in its sole discretion. From time to
time as requested by Merrill Lynch Life, MLPF&S will furnish to it a list of all
persons associated with it authorized to sell the Contracts.

          3. MLPF&S will prepare and maintain all books and records relating to
the Contracts which are required to be maintained by it under the 1934 Act.


          4. MLPF&S will not accept or receive on behalf of Merrill Lynch Life
any Contract purchase payment except the first. Any first payment received by
MLPF&S will be made payable to Merrill Lynch Life and will be forwarded promptly
to Merrill Lynch Life, or the service office designated by it. Merrill Lynch
Life reserves the right to reject any contract request in its sole discretion.

          5. Merrill Lynch Life will furnish MLPF&S currently effective
prospectuses relating to the Contracts in such numbers as MLPF&S may reasonably
require from time to time. MLPF&S will use its best efforts to obtain any
approvals or clearances required from the NASD with respect to all sales
materials relating to the Contracts. Any sales materials relating to the
Contracts prepared by MLPF&S must be approved by Merrill Lynch Life prior to
their use.

          6. All commissions payable by Merrill Lynch Life in connection with
Contract sales will be payable to the appropriate general agent affiliated with
MLPF&S in accordance with terms of the agreement with such general agent then in
effect. If any provision of any such agreement applicable to the Contracts
conflicts with any provision of this Agreement, the provision of this Agreement
shall govern.

          7.  This Agreement may be terminated at any time by either party
hereto on sixty (60) days' written notice.

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed on the day and year first above written.

                              MERRILL LYNCH LIFE INSURANCE COMPANY


                              By:
                                  ---------------------------------------------
                                     Barry G. Skolnick
                                     Senior Vice President and General Counsel
ATTEST

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                              MERRILL LYNCH, PIERCE, FENNER & SMITH
                              INCORPORATED


                              By:
                                  ---------------------------------------------


ATTEST

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