ML OF NEW YORK VARIABLE LIFE SEPARATE ACCOUNT/
24F-2NT, 1994-02-28
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<PAGE>

                      Rule 24f-2 Notice for ML of New York
                         Variable Life Separate Account
                              File No. 811-6226(1)




1.   This Notice is filed for the fiscal year ended December 31, 1993;

2.   There were no variable life insurance policies ("policies") which had been
     registered under the Securities Act of 1933 other than pursuant to this
     section but which remained unsold at the beginning of such fiscal year;

3.   There were no policies registered during such fiscal year other than
     pursuant to this section;

4.   The amount of policies sold during such fiscal year was
     $1,169,558;

5.   The amount  of policies sold during such fiscal year in reliance upon
     registration pursuant to this section was
      $1,169,558; and

6.   The amount of redemptions made with respect to policies during the fiscal
     year was $21,977,637.  The filing fee computed in accordance with paragraph
     (c) of Rule 24f-2 is $100.(2)




February 28, 1994
                    ML of New York Variable Life
                    Separate Account
                              (Registrant)


                    By:  ML Life Insurance Company of New York
                              (Depositor)


                    By:  Joseph E.Crowne
                         -------------------------------------
                         Joseph E. Crowne
                         Chief Financial Officer

(1) Registration statements under the Securities Act of 1933 to which this
    Notice relates are File Nos. 33-37944, 33-37945, 33-37946, 33-37947,
    33-37948 and 33-38097.


(2) ($1,169,558 - $21,977,637) = ($20,808,079) = Minimum    Filing Fee $100
<PAGE>

                                   February 25, 1994



Board of Directors
ML Life Insurance Company of  New York
16th Floor
717 Fifth Avenue
New York, New York 10022

To the Board of Directors:

     This opinion is furnished in connection with the registration of variable
life insurance policies under the Securities Act of 1933 ("1933 Act") pursuant
to the provisions of Rule 24f-2 ("Rule") under the Investment Company Act of
1940. In rendering this opinion, I have reviewed such matters of fact and issues
of law as I have deemed necessary or appropriate.

     During the year ended December 31, 1993, ML Life Insurance Company of New
York ("Company") sold $1,169,558 of variable life insurance policies pursuant
to registration statements of the ML of New York Variable Life Separate Account
under the 1933 Act, File Nos. 33-37944, 33-37945, 33- 37946, 33-37947, 33-37948
and 33-38097. The registration of the policies so sold is to be made definite by
the filing of a Rule 24f-2 Notice in accordance with the Rule.

     In my opinion, the policies the registration of which is made definite by
the filing of the Notice were legally issued and are legal and binding
obligations of the Company in accordance with their terms.

                                   Very truly yours,



                                   Barry G. Skolnick
                                   General Counsel

BS:ddv



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