ML OF NEW YORK VARIABLE ANNUITY SEPARATE ACCOUNT A
24F-2NT, 1997-02-26
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 24F-2

                        Annual Notice of Securities Sold
                             Pursuant to Rule 24f-2

             Read instructions at end of Form before preparing Form.
                              Please print or type.

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1.       Name and address of issuer: ML of New York Variable Annuity Separate
                                                 Account A
                                              100 Church Street, 11th Floor
                                              New York, New York 10080-6511


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2.       Name of each series or class of funds for which this notice is filed:
         NOT APPLICABLE


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3.       Investment Company Act File Number: 811-6466

         Securities Act File Number: 33-43654

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4.       Last day of fiscal year for which this notice is filed:

                           December 31, 1996

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5.       Check box if this notice is being filed more than 180 days after the
         close of the issuer's fiscal year for purposes of reporting securities
         sold after the close of the fiscal year but before termination of the
         issuer's 24f-2 declaration [ ]:
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                                       -1-

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6.       Date of termination of issuer's declaration under rule 24f-2(a)(1), if
         applicable (see Instruction A.6):


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7.       Number and amount of securities of the same class or series which had
         been registered under the Securities Act of 1933 other than pursuant to
         rule 24f-2 in a prior fiscal year, but which remained unsold at the
         beginning of the fiscal year: NONE


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8.       Number and amount of securities registered during the fiscal year other
         than pursuant to rule 24f-2: NONE



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9.       Number and aggregate sale price of securities sold during the fiscal
         year: $24,089,677


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10.      Number and aggregate sale price of securities sold during the fiscal
         year in reliance upon registration pursuant to rule 24f-2: $24,089,677


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11.      Number and aggregate sale price of securities issued during the fiscal
         year in connection with dividend reinvestment plans, if applicable (see
         Instruction B.7): NONE


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                                       -2-

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12.      Calculation of registration fee:


(i)      Aggregate sale price of securities sold     
         during the fiscal year in reliance on rule  
         24f-2 (from Item 10):                          $      24,089,677
                                                       --------------------
                                                     
(ii)     Aggregate price of shares issued in         
         connection with dividend reinvestment       
         plans (from Item 11, if applicable):           +   $           0
                                                       --------------------
                                                     
(iii)    Aggregate price of shares redeemed or       
         repurchased during the fiscal year (if      
         applicable):                                   -    $ 12,232,581
                                                       --------------------
                                                     
(iv)     Aggregate price of shares redeemed or       
         repurchased and previously applied as a     
         reduction to filing fees pursuant to rule   
         24e-2 (if applicable):                         +   $           0
                                                       --------------------
                                                     
(v)      Net aggregate price of securities sold and  
         issued during the fiscal year in reliance   
         on rule 24f-2 (line (i), plus line (ii),    
         less line (iii), plus line (iv) (if         
         applicable):                                         $ 11,857,096
                                                       --------------------
                                                     
(vi)     Multiplier prescribed by Section 6(b) of    
         the Securities Act of 1933 or other         
         applicable law or regulation (see           
         Instruction C.6):                           
                                                        x     1/3300
                                                       --------------------
                                                     
(vii)    Fee due [line (i) or line (v) multiplied    
         by line (vi)]:                                 $      3,593.06
                                                       ====================
       


Instruction:  Issuers should complete lines (ii), (iii), (iv), and (v) only if
              the form is being filed within 60 days after the close of the
              issuer's fiscal year. See Instruction C.3.


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                                       -3-

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13.      Check box if fees are being remitted to the Commission's lockbox
         depository as described in section 3a of the Commission's Rules of
         Informal and Other Procedures (17 CFR 202.3a). [X]

         Date of mailing or wire transfer of filing fees to the Commission's
         lockbox depository:
        
                  February 24, 1997
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                                   SIGNATURES

         This report has been signed below by the following persons on behalf of
         the issuer and in the capacities and on the dates indicated.


         By (Signature and Title)*  
                          /s/  Joseph E. Crowne, Jr. Chief Financial Officer
                         -------------------------------------------------------

                Joseph E. Crowne, Jr. Chief Financial Officer
         ---------------------------------------------------------------------

         Date      February 25, 1997
               --------------------------------------

*Please print the name and title of the signing officer below the signature.

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                                       -4-


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[ML LIFE INSURANCE COMPANY OF NEW YORK]






                                                              February 25, 1997



Board of Directors
ML Life Insurance Company of New York
11th Floor
100 Church Street
New York, New York  10080-6511

To the Board of Directors:

         This opinion is furnished in connection with the registration of
variable annuity contracts 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, 1996, ML Life Insurance Company of
New York ("Company") sold $24,089,677 of variable annuity contracts pursuant to
registration statements of the ML of New York Variable Annuity Separate Account
A under the 1933 Act, File No. 33-43654. 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,


                                                     /s/  Edward W. Diffin, Jr.
                                                     --------------------------
                                                     Edward W. Diffin, Jr.
                                                     Vice President and
                                                     Senior Counsel





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