ML OF NEW YORK VARIABLE ANNUITY SEPARATE ACCOUNT B, 486BPOS, 1994-04-28

ML OF NEW YORK VARIABLE ANNUITY SEPARATE ACCOUNT B
486BPOS, 1994-04-28

Previous: ML OF NEW YORK VARIABLE ANNUITY SEPARATE ACCOUNT A, 486BPOS, 1994-04-28

Next: FIRST PRIORITY FUNDS, 497, 1994-04-28

<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
REGISTRATION NO. 33-45380
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / /
PRE-EFFECTIVE AMENDMENT NO. / /

POST-EFFECTIVE AMENDMENT NO. 5 /X/

AND

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / /

AMENDMENT NO. 5 /X/

(Check appropriate box or boxes)
------------------------

ML OF NEW YORK VARIABLE ANNUITY
SEPARATE ACCOUNT B
(Exact Name of Registrant)

ML LIFE INSURANCE COMPANY OF NEW YORK
(Name of Depositor)

100 Church Street
11th Floor
New York, New York 10080-6511

(212) 415-8070
(Address and telephone number of principal executive offices)
------------------------

Barry G. Skolnick, Esq.
Senior Vice President and General Counsel
ML Life Insurance Company of New York
800 Scudders Mill Road
Plainsboro, New Jersey 08536

COPY TO:
Stephen E. Roth, Esq.
Sutherland, Asbill & Brennan
1275 Pennsylvania Avenue, NW
Washington, D.C. 20004-2404
------------------------

The Registrant has registered an indefinite amount of securities pursuant to
Rule 24f-2 under the Investment Company Act of 1940. The Rule 24f-2 notice for
fiscal year 1993 was filed on February 28, 1994.

It is proposed that this filing will become effective (check appropriate
space):

/ / immediately upon filing pursuant to paragraph (b) of Rule 486

/X/ on ___May 1, 1994___ pursuant to paragraph (b) of Rule 486

(date)

/ / 60 days after filing pursuant to paragraph (a) of Rule 486

/ / on _________________ pursuant to paragraph (a) of Rule 486

(date)

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
CROSS REFERENCE SHEET
(AS REQUIRED BY RULE 495(A) UNDER THE 1933 ACT)
<TABLE>
<CAPTION>
N-4 ITEM NUMBER AND CAPTION LOCATION
- -------------------------------------------------------- ------------------------------------------------------------
<C> <S> <C>
PART A
1. Cover Page................................... Cover Page
2. Definitions.................................. Definitions
3. Synopsis..................................... Fee Table
4. Condensed Financial Information.............. Accumulation Unit Value Table; Yields and Total Returns
Part B: Calculation of Yields and Total Returns
5. General Description of Registrant, Depositor,
and Portfolio Companies..................... ML Life Insurance Company of New York; The Accounts;
Investments of the Accounts
6. Deductions and Expenses...................... Capsule Summary of the Contract (Fees and Charges;
Transfers; Withdrawals); Charges and Deductions;
Description of the Contract (Accumulation Units; Transfers;
Withdrawals and Surrenders; Payments to Contract Owners)
7. General Description of Variable Annuity
Contracts................................... Capsule Summary of the Contract (The Accounts; The Funds;
Premiums; Annuity Payments; Transfers; Withdrawals; Ten Day
Review); The Accounts; Description of the Contract; Other
Information (Voting Rights; State Regulation)
8. Annuity Period............................... Capsule Summary of the Contract (Annuity Payments);
Description of the Contract (Annuity Date; Annuity Options)
9. Death Benefit................................ Capsule Summary of the Contract (Death Benefit); Description
of the Contract (Death Benefit; Death of Annuitant);
Federal Income Tax (Taxation of Annuities)
10. Purchases and Contract Value................. Capsule Summary of the Contract (The Accounts; Premiums);
Description of the Contract (Premiums; Premium Investments;
Accumulation Units); Other Information (Reports to Contract
Owners)
Part B: Other Information (Principal Underwriter)
11. Redemptions.................................. Capsule Summary of the Contract (Ten Day Review); Charges
and Deductions; Description of the Contract (Issuing the
Contract; Ten Day Right to Review; Withdrawals and
Surrenders; Payments to Contract Owners; Annuity Options)
12. Taxes........................................ Capsule Summary of the Contract (Fees and Charges;
Withdrawals) Charges and Deductions (Premium Taxes; Other
Charges); Description of the Contract (Accumulation Units;
Death Benefit; Withdrawals and Surrenders; Annuity Options)
Federal Income Taxes
13. Legal Proceedings............................ Other Information (Legal Proceedings)
14. Table of Contents of the Statement of
Additional Information...................... Table of Contents of the Statement of Additional Information

<CAPTION>
PART B
<C> <S> <C>
15. Cover Page................................... Cover Page
16. Table of Contents............................ Table of Contents
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
N-4 ITEM NUMBER AND CAPTION LOCATION
- -------------------------------------------------------- ------------------------------------------------------------
<C> <S> <C>
17. General Information and History.............. Part A: ML Life Insurance Company of New York; The Accounts;
Investments of the Accounts
Part B: Other Information (General Information and History)
18. Services..................................... Part A: Experts
Part B: Administrative Services Arrangements
19. Purchase of Securities Being Offered......... Part A: Other Information (Selling the Contract)
20. Underwriters................................. Part A: Other Information (Selling the Contract)
Part B: Other Information (Principal Underwriter)
21. Calculation of Performance Data.............. Part A: Yields and Total Returns
Part B: Calculation of Yields and Total Returns
22. Annuity Payments............................. Part A: Capsule Summary of the Contract (Annuity Payments);
Description of the Contract (Annuity Date; Annuity Options)
23. Financial Statements......................... Other Information (Financial Statements); Financial
Statements of ML of New York Variable Annuity Separate
Account A; Financial Statements of ML of New York Variable
Annuity Separate Account B; Financial Statements of ML Life
Insurance Company of New York.
<CAPTION>
PART C
<C> <S> <C>
Information required to be included in Part C is set forth under the appropriate item, so numbered in Part C to this
Registration Statement.
</TABLE>
<PAGE>
PROSPECTUS
MAY 1, 1994

ML OF NEW YORK VARIABLE ANNUITY SEPARATE ACCOUNT A
AND
ML OF NEW YORK VARIABLE ANNUITY SEPARATE ACCOUNT B
FLEXIBLE PREMIUM INDIVIDUAL DEFERRED VARIABLE ANNUITY CONTRACT
ALSO KNOWN AS
MODIFIED SINGLE PREMIUM INDIVIDUAL DEFERRED VARIABLE ANNUITY CONTRACT
ISSUED BY
ML LIFE INSURANCE COMPANY OF NEW YORK

Home Office: 100 Church Street, 11th Floor
New York, New York 10080-6511
Phone: (800) 333-6524

OFFERED THROUGH
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

The individual deferred variable annuity contract described in this Prospectus
(the "Contract") is designed to provide comprehensive and flexible ways to
invest and to create a source of income protection for later in life through the
payment of annuity benefits. An annuity is intended to be a long term
investment. Contract owners should consider their need for deferred income
before purchasing the Contract. The Contract is issued by ML Life Insurance
Company of New York ("ML of New York") both on a nonqualified basis, and as an
Individual Retirement Annuity ("IRA") that is given qualified tax status.

Premiums will be allocated as the contract owner directs into one or more
subaccounts of ML of New York Variable Annuity Separate Account A ("Account A")
and/or ML of New York Variable Annuity Separate Account B ("Account B"),
(together, the "Accounts"). The assets of each of the current subaccounts will
be invested in a corresponding mutual fund portfolio of the Merrill Lynch
Variable Series Funds, Inc. (the "Funds"). Currently, there are thirteen Funds
available to Account A and one Fund available to Account B. Three additional
Funds will be available to Account A on May 16, 1994. Other subaccounts and
corresponding investment options may be added in the future. The value of a
contract owner's investment in each subaccount will vary with investment
experience, and it is the contract owner who bears the full investment risk with
respect to his or her investments.

The Contract provides a choice of fixed annuity payment options. On the annuity
date, the entire contract value, after the deduction of a charge for any
applicable premium taxes, will be transferred to ML of New York's general
account, from which the annuity payments will be made. Prior to the annuity
date, the contract owner may make transfers among Account A subaccounts, limited
transfers from Account A into Account B, and full or partial withdrawals from
the Contract to suit investment and liquidity needs. Withdrawals may be taxable
and may be subject to a contingent deferred sales charge.

This Prospectus contains information about the Contract and the Accounts that a
prospective contract owner should know before investing. Additional information
about the Contract and the Accounts is contained in a Statement of Additional
Information, dated May 1, 1994, which has been filed with the Securities and
Exchange Commission and is incorporated herein by reference. The Statement of
Additional Information is available on request and without charge by writing to
or calling ML of New York at its Home Office address or phone number set forth
above. The table of contents for the Statement of Additional Information is
included on page 37 of this Prospectus.

PLEASE READ THIS PROSPECTUS AND KEEP IT FOR FUTURE REFERENCE. IT IS ATTACHED TO
A CURRENT PROSPECTUS FOR MERRILL LYNCH VARIABLE SERIES FUNDS, INC., WHICH SHOULD
ALSO BE READ AND KEPT FOR REFERENCE.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
DEFINITIONS................................................................................................ 4
CAPSULE SUMMARY OF THE CONTRACT............................................................................ 5
FEE TABLE.................................................................................................. 9
ACCUMULATION UNIT VALUE TABLE.............................................................................. 12
YIELDS AND TOTAL RETURNS................................................................................... 13
ML LIFE INSURANCE COMPANY OF NEW YORK...................................................................... 14
THE ACCOUNTS............................................................................................... 15
INVESTMENTS OF THE ACCOUNTS................................................................................ 15
Merrill Lynch Variable Series Funds, Inc................................................................. 15
Domestic Money Market Fund............................................................................. 16
Prime Bond Fund........................................................................................ 16
High Current Income Fund............................................................................... 17
Quality Equity Fund.................................................................................... 17
Equity Growth Fund..................................................................................... 17
Flexible Strategy Fund................................................................................. 17
Natural Resources Focus Fund........................................................................... 17
American Balanced Fund................................................................................. 18
Global Strategy Focus Fund............................................................................. 18
Basic Value Focus Fund................................................................................. 18
World Income Focus Fund................................................................................ 18
Global Utility Focus Fund.............................................................................. 18
International Equity Focus Fund........................................................................ 18
International Bond Fund................................................................................ 19
Intermediate Government Bond Fund...................................................................... 19
Developing Capital Markets Focus Fund.................................................................. 19
Reserve Assets Fund.................................................................................... 19
Reinvestment............................................................................................. 19
Substitution of Investments and Changes to Accounts...................................................... 19
CHARGES AND DEDUCTIONS..................................................................................... 20
Contract Maintenance Charge.............................................................................. 20
Mortality and Expense Risk Charge........................................................................ 20
Administration Charge.................................................................................... 20
Contingent Deferred Sales Charge......................................................................... 21
Premium Taxes............................................................................................ 22
Other Charges............................................................................................ 22
DESCRIPTION OF THE CONTRACT................................................................................ 22
Ownership of the Contract................................................................................ 22
Issuing the Contract..................................................................................... 23
Ten Day Right to Review.................................................................................. 23
Contract Changes......................................................................................... 23
Premiums................................................................................................. 23
Premium Investments...................................................................................... 24
Accumulation Units....................................................................................... 24
Death Benefit............................................................................................ 25
Death of Annuitant....................................................................................... 25
Transfers................................................................................................ 26
Dollar Cost Averaging.................................................................................... 26
Withdrawals and Surrenders............................................................................... 27
</TABLE>

2
<PAGE>

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Payments to Contract Owners.............................................................................. 28
Annuity Date............................................................................................. 29
Annuity Options.......................................................................................... 29
Unisex................................................................................................... 30
FEDERAL INCOME TAXES....................................................................................... 31
Introduction............................................................................................. 31
ML of New York's Tax Status.............................................................................. 31
Taxation of Annuities.................................................................................... 31
Internal Revenue Service Diversification Standards....................................................... 33
IRA Contracts............................................................................................ 34
Transfers, Assignments, or Exchanges of a Contract....................................................... 34
Withholding.............................................................................................. 34
Other Tax Consequences................................................................................... 34
OTHER INFORMATION.......................................................................................... 35
Voting Rights............................................................................................ 35
Reports to Contract Owners............................................................................... 35
Selling the Contract..................................................................................... 35
State Regulation......................................................................................... 36
Legal Proceedings........................................................................................ 36
Experts.................................................................................................. 36
Legal Matters............................................................................................ 37
Registration Statements.................................................................................. 37
Table of Contents of the Statement of Additional Information............................................. 37
</TABLE>

3
<PAGE>
DEFINITIONS

ACCOUNTS: Two segregated investment accounts of ML Life Insurance Company of New
York, named ML of New York Variable Annuity Separate Account A and ML of New
York Variable Annuity Separate Account B. (See page 15.)

ACCOUNT VALUE: The value of a contract owner's interest in a particular Account.

ACCUMULATION UNIT: An index used to compute the value of the contract owner's
interest in the Accounts prior to the annuity date. (See page 24.)

ANNUITANT: The person on whose continuation of life annuity payments may depend.

ANNUITY DATE: The date on which annuity payments begin. (See page 29.)

BENEFICIARY: The person to whom payment is to be made on the death of the
contract owner.

CONTRACT: The variable annuity offered by this Prospectus.

CONTRACT ANNIVERSARY: The same date each year as the date of issue of the
Contract.

CONTRACT OWNER: The person entitled to exercise all rights under the Contract.
(See page 22.)

CONTRACT VALUE: The value of a contract owner's interest in the Accounts.

DATE OF ISSUE: The date on which an initial premium is received and required
contract owner information is approved by ML of New York. (See page 23.)

FUNDS: The mutual funds, or separate investment portfolios within a series
mutual fund, designated as eligible investments for the Accounts. (See page 15.)

INDIVIDUAL RETIREMENT ACCOUNT OR ANNUITY ("IRA"): A Contract issued in
connection with a retirement arrangement that receives favorable tax status
under Section 408 of the Internal Revenue Code.

MONTHIVERSARY: The same date of each month as the date on which the Contract was
issued.

NET INVESTMENT FACTOR: An index used to measure the investment performance of a
subaccount from one valuation period to the next. (See page 25.)

NONQUALIFIED CONTRACT: A Contract issued in connection with a retirement
arrangement other than a qualified arrangement described under Section 401, 403,
408, 457 or any similar provisions of the Internal Revenue Code.

PREMIUMS: Money paid into the Contract. (See page 23.)

SUBACCOUNT: A division of each of the Accounts consisting of the shares of a
particular Fund held by that Account.

VALUATION PERIOD: The interval from one determination of the net asset value of
a subaccount to the next. Net asset values are determined as of the close of
business on each day the New York Stock Exchange is open. (See page 24.)

VARIABLE ANNUITY: A contract with a value that reflects investment experience
prior to the annuity date, and provides periodic payments of set amounts after
the annuity date.

4
<PAGE>
CAPSULE SUMMARY OF THE CONTRACT

The following capsule summary is intended to provide a brief overview of the
Contract. More detailed information about the Contract can be found in the
sections of this Prospectus that follow, all of which should be read in their
entirety.

THE ACCOUNTS

Premiums will be allocated to ML of New York Variable Annuity Separate Account A
("Account A") and/or ML of New York Variable Annuity Separate Account B
("Account B") segregated investment accounts (together, the "Accounts"), as
directed by the contract owner. The Accounts are divided into subaccounts
corresponding to the Funds in which contract value may be invested. Premiums are
not invested directly in the underlying Funds. For the first 14 days following
the date of issue, all premiums directed into Account A will be allocated to the
Domestic Money Market Fund Subaccount. Thereafter, the account value will be
reallocated to the Account A subaccounts selected. Account A account value may
be periodically transferred among Account A subaccounts, subject to certain
limitations. The contract value and annuity payments will reflect the investment
performance of the Funds selected. (See THE ACCOUNTS on page 15 and TRANSFERS on
page 26.)

THE FUNDS

The Funds are separate investment mutual fund portfolios of the Merrill Lynch
Variable Series Funds, Inc. (the "Funds"). There are currently thirteen Funds
available for contract owner investment, each with a different investment
objective: Domestic Money Market Fund, Prime Bond Fund, High Current Income
Fund, Quality Equity Fund, Equity Growth Fund, Flexible Strategy Fund, Natural
Resources Focus Fund, American Balanced Fund, Global Strategy Focus Fund, Basic
Value Focus Fund, World Income Focus Fund, Global Utility Focus Fund,
International Equity Focus Fund, and Reserve Assets Fund. On May 16, 1994, three
additional Funds will be available for contract owner investment, each with a
different investment objective: International Bond Fund, Intermediate Government
Bond Fund and Developing Capital Markets Focus Fund. Other investment options
may be added in the future. (See INVESTMENTS OF THE ACCOUNTS on page 15.)

Detailed information about the investment objectives of the Funds can be found
under INVESTMENTS OF THE ACCOUNTS on page 15.

PREMIUMS

The Contract generally allows contract owners the flexibility to make premium
payments as often as desired. The Contract is purchased by making an initial
premium payment of $5,000 or more on a nonqualified Contract and $2,000 or more
on an IRA Contract. Subsequent premium payments must be $300 or more and can be
made at any time prior to the annuity date. Maximum annual contributions to IRA
Contracts are limited by federal law. Under an automatic investment feature,
subsequent premium payments can be systematically made from a Merrill Lynch
Pierce, Fenner & Smith Incorporated account. This feature will be available by
July 31, 1994. A Financial Consultant should be contacted for additional
information. ML of New York reserves the right to refuse to accept subsequent
premium payments, if required by law. (See PREMIUMS on page 23.)

FEES AND CHARGES

A charge is made to reimburse ML of New York for expenses related to maintenance
of the Contract. A $40 contract maintenance charge will be deducted from the
contract value on each contract anniversary that occurs on or prior to the
annuity date. It will also be deducted when the Contract is surrendered, if it
is

5
<PAGE>
surrendered on any date other than a contract anniversary. This charge will be
waived on all Contracts with a contract value equal to or greater than $50,000
on the date the charge would otherwise be deducted. It is not deducted after the
annuity date.

A mortality and expense risk charge is imposed on the Accounts. It equals 1.25%
annually for Account A and 0.65% annually for Account B and is deducted daily
from the net asset value of the Accounts. Of this amount, 0.75% annually for
Account A and 0.35% annually for Account B is attributable to mortality risks
assumed by ML of New York for the annuity payment and death benefit guarantees
made under the Contract. The remainder, 0.50% annually for Account A and 0.30%
annually for Account B, is attributable to expense risks assumed by ML of New
York should the contract maintenance and administration charges be insufficient
to cover all Contract maintenance and administration expenses.

An administration charge is made to reimburse ML of New York for costs
associated with the establishment and administration of the Contract. A charge
of 0.10% annually will be deducted daily only from the net asset value of
Account A. No administration charge is imposed on the assets of Account B.

A contingent deferred sales charge may be imposed on withdrawals and surrenders
from Account A. The maximum contingent deferred sales charge is 7% of premium
withdrawn during the first year after that premium is paid, decreasing by 1%
annually to 0% after year seven. No contingent deferred sales charge will be
imposed on withdrawals or surrenders from Account B. In addition, ML of New York
reserves the right not to impose a contingent deferred sales charge on
withdrawals or surrenders from Contracts purchased by employees of ML of New
York or from Contracts purchased by the employees' spouses or dependents, where
permitted by state regulation.

A charge for any premium taxes imposed by a state or local government will be
deducted from the contract value on the annuity date. State premium tax rates
vary from jurisdiction to jurisdiction and currently range from 0% to 5%. In
those jurisdictions that do not allow an insurance company to reduce its current
taxable premium income by the amount of any withdrawal, surrender or death
benefit paid, ML of New York will also deduct a charge for these taxes on any
withdrawal, surrender or death benefit effected under the Contract.

ML of New York reserves the right, subject to any necessary regulatory approval,
to charge for assessments or federal premium taxes or federal, state or local
excise, profits or income taxes measured by or attributable to the receipt of
premiums. ML of New York also reserves the right to deduct from the Accounts any
taxes imposed on the Accounts' investment earnings. (See ML OF NEW YORK'S TAX
STATUS on page 31.)

Detailed information about fees and charges imposed on the Contract can be found
under CHARGES AND DEDUCTIONS on page 20.

ANNUITY PAYMENTS

The Contract provides a choice of fixed annuity payment options. On the annuity
date, the entire contract value will be transferred to ML of New York's general
account, from which the annuity payments will be made. The amount of each
payment is predetermined.

The contract owner selects an annuity date when annuity payments will begin.
Contract owners may change the annuity date up to 30 days prior to that date.
However, the annuity date for nonqualified Contracts may not be later than the
annuitant's 85th birthday. The annuity date for IRA Contracts will not be later
than when the owner/annuitant reaches the age of 70 1/2 unless the contract
owner selects a later annuity date.

6
<PAGE>
If the contract value on the annuity date after the deduction of any applicable
premium taxes is less than $2,000 (or a different minimum amount, if required by
state law), ML of New York may pay the annuity benefits in a lump sum, rather
than as periodic payments. If any annuity payment would be less than $20 (or a
different minimum amount, if required by state law), ML of New York may change
the frequency of payments so that all payments will be at least $20 (or the
minimum amount required by state law). All annuity payments will be directly
transferred to the contract owner's designated Merrill Lynch, Pierce, Fenner &
Smith Incorporated brokerage account, unless otherwise specified.

Details about the annuity options available under the Contract can be found
under ANNUITY OPTIONS on page 29.

TRANSFERS

Once each contract year, contract owners may transfer from Account A to Account
B an amount equal to any gain in account value and/or any premium not subject to
a contingent deferred sales charge. Where permitted by state regulation, once
each contract year, contract owners may transfer all or a portion of the greater
of that amount or 10% of premiums subject to a contingent deferred sales charge
(minus any of that premium already withdrawn or transferred). Additionally,
where permitted by state regulation, periodic transfers of all or a portion of
the greater amount, determined at the time of each periodic transfer, are
permitted on a monthly, quarterly, semi-annual or annual basis.

This is the only amount which may be transferred from Account A to Account B
during that contract year. There is no charge imposed on the transfer of this
amount. No transfers are permitted from Account B to Account A.

Prior to their annuity date, contract owners may transfer all or part of their
Account A value among the subaccounts of Account A up to six times per contract
year without charge. Additional transfers among Account A subaccounts may be
made at a charge of $25 per transfer. In addition, contract owners may elect a
Dollar Cost Averaging feature in which Account A value invested in the Domestic
Money Market Subaccount may be systematically transferred among the other
Account A subaccounts on a monthly basis without charge, subject to certain
limitations. (See TRANSFERS on page 26.)

WITHDRAWALS

Contract owners may make up to six withdrawals from the Contract per contract
year. Value withdrawn from Account A is generally subject to a contingent
deferred sales charge. (See CONTINGENT DEFERRED SALES CHARGE on page 21.)
However, a contingent deferred sales charge will not be applied to the first
withdrawal in any contract year out of Account A to the extent that the
withdrawal consists of gain and/or any premium not subject to such a charge.
Where permitted by state regulation, a contingent deferred sales charge will not
be applied to that portion of the first withdrawal from Account A in any
contract year that does not exceed the greater of any gain in account value
and/or any premium not subject to a contingent deferred sales charge and 10% of
premiums subject to a contingent deferred sales charge (minus any of that
premium already transferred out of Account A). Additionally, where permitted by
state regulation, the amount withdrawn may be elected to be paid on a monthly,
quarterly, semi-annual or annual basis.

The first withdrawal of the contract year out of Account A will be treated as
withdrawing gain in account value first, followed by premium not subject to a
contingent deferred sales charge, then followed by premium subject to such a
charge. If the amount withdrawn is paid on a monthly, quarterly, semi-annual or
annual basis, all such payments will be treated in the same way. All subsequent
withdrawals will be treated as withdrawing premium accumulated the longest
first. (See WITHDRAWALS AND SURRENDERS on page 27.)

7
<PAGE>
Value withdrawn from Account B is not subject to any contingent deferred sales
charge. In addition, ML of New York reserves the right not to impose a
contingent deferred sales charge on withdrawals from Contracts purchased by
employees of ML of New York or from Contracts purchased by the employees'
spouses or dependents, where permitted by state regulation.

In addition to the six withdrawals permitted each contract year, the value in
Account B may be automatically withdrawn on a monthly, quarterly, semi-annual,
or annual basis. These automatic withdrawals are not subject to any contingent
deferred sales charge. (See WITHDRAWALS AND SURRENDERS on page 27.)

Withdrawals will decrease the contract value. Withdrawals from either Account A
or Account B may be taxable and subject to a 10% tax penalty. (See FEDERAL
INCOME TAXES on page 31.)

DEATH BENEFIT

The Contract provides a death benefit feature that guarantees a death benefit if
the contract owner dies prior to the annuity date, regardless of investment
experience. A Contract's death benefit is equal to the greater of (a) premiums
paid less any withdrawals or (b) the contract value. If the contract owner dies
prior to the annuity date, ML of New York will pay the Contract's death benefit
to the owner's beneficiary. (See DEATH BENEFIT on page 25.)

TEN DAY REVIEW

When the contract owner receives the Contract, it should be reviewed carefully
to make sure it is what the contract owner intended to purchase. Generally,
within 10 days after the contract owner receives the Contract, it may be
returned for a refund. Some states allow a longer period of time to return the
Contract. The Contract must be delivered to ML of New York's Home Office or to
the Financial Consultant who sold it for a refund to be made. ML of New York
will then refund to the contract owner the greater of all premiums paid into the
Contract or the contract value as of the date the Contract is returned. The
Contract will then be deemed void. (See TEN DAY RIGHT TO REVIEW on page 23.)

8
<PAGE>
FEE TABLE

<TABLE>
<S> <C> <C> <C>
A. Contract Owner Transaction Expenses
1. Sales Load Imposed on Premium................................................ None
2. Contingent Deferred Sales Charge
</TABLE>

<TABLE>
<CAPTION>
COMPLETE YEARS ELAPSED SINCE CONTINGENT DEFERRED SALES CHARGE AS A
PAYMENT PERCENTAGE OF PREMIUM WITHDRAWN
- ----------------------------------- --------------------------------------
<S> <C>
0 years 7.00%
1 year 6.00%
2 years 5.00%
3 years 4.00%
4 years 3.00%
5 years 2.00%
6 years 1.00%
7 or more years 0.00%
</TABLE>

<TABLE>
<S> <C> <C> <C>
3. Transfer Fee................................................................. $25
The first 6 transfers in a contract year are free. A fee may be charged on all subsequent
transfers. This is applicable to Separate Account A only.
B. Annual Contract Maintenance Charge...................................................... $40
The Contract Maintenance Charge will be assessed annually on each contract anniversary, only if the
contract value is less than $50,000.
C. Separate Account Annual Expenses (as a percentage of account value)
</TABLE>

<TABLE>
<CAPTION>
SEPARATE ACCT A SEPARATE ACCT B
------------------ -------------------
<S> <C> <C>
Mortality and Expense Risk Charge........................... 1.25% .65%
Administration Charge....................................... .10% .00%
--
---
Total Separate Account Annual Expenses...................... 1.35% .65%
</TABLE>

<TABLE>
<S> <C> <C> <C>
Fund Expenses for the Year Ended December 31, 1993
D. (as a percentage of each Fund's net assets)
</TABLE>

<TABLE>
<CAPTION>
MERRILL LYNCH VARIABLE SERIES FUNDS, INC.
---------------------------------------------------------------------------------------------
HIGH NATURAL
RESERVE PRIME CURRENT QUALITY EQUITY FLEXIBLE RESOURCES
ANNUAL EXPENSES ASSETS BOND INCOME EQUITY GROWTH STRATEGY FOCUS
- ----------------------- ---------- --------- ----------- ---------- ----------- ---------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
Investment Advisory
Fees.................. .50% .50% .55% .50% .75% .65% .65%
Other Expenses (after
reimbursement)........ .20% .13% .17% .12% .21% .15% .68%
Total Annual Operating
Expenses (net of
reimbursement)........ .70% .63% .72% .62% .96% .80% 1.13%

<CAPTION>
MERRILL LYNCH VARIABLE SERIES FUNDS, INC. (CONT'D)
---------------------------------------------------------------------------------------------
GLOBAL DOMESTIC BASIC WORLD GLOBAL INTERNATIONAL
STRATEGY AMERICAN MONEY VALUE INCOME UTILITY EQUITY
ANNUAL EXPENSES FOCUS BALANCED MARKET (A) FOCUS (B) FOCUS (B) FOCUS (B) FOCUS (B)
- ----------------------- ---------- --------- ----------- ---------- ----------- ---------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
Investment Advisory
Fees.................. .65% .55% .50% .60% .60% .60% .75%
Other Expenses (after
reimbursement)........ .23% .15% .13% .26% .34% .29% .39%
Total Annual Operating
Expenses (net of
reimbursement)........ .88% .70% .63% .86% .94% .89% 1.14%
</TABLE>

<TABLE>
<CAPTION>
MERRILL LYNCH VARIABLE SERIES FUNDS,
INC. (CONT'D)
------------------------------------
DEVELOPING
INTERMEDIATE CAPITAL
INTERNATIONAL GOVERNMENT MARKETS
ANNUAL EXPENSES BOND(C) BOND(C) FOCUS(C)(D)
- ----------------------- ---------- --------- -----------
<S> <C> <C> <C>
Investment Advisory
Fees.................. .60% .50% 1.00%
Other Expenses (after
reimbursement)........ .44% .46% .25%
Total Annual Operating
Expenses (net of
reimbursement)........ 1.04% .96% 1.25%
</TABLE>

9
<PAGE>
EXAMPLES OF CHARGES

If the Contract is surrendered at the end of the applicable time period:

The following expenses would be paid on each $1,000 invested, assuming 5%
annual return on assets:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Separate Account B subaccount investing in:
Reserve Assets Fund.................................... $ 15 $ 47 $ 80 $ 176
Separate Account A subaccount investing in:
Prime Bond Fund........................................ $ 91 $ 116 $ 144 $ 245
High Current Income Fund............................... $ 92 $ 119 $ 148 $ 254
Quality Equity Fund.................................... $ 91 $ 116 $ 143 $ 244
Equity Growth Fund..................................... $ 95 $ 127 $ 161 $ 279
Flexible Strategy Fund................................. $ 93 $ 122 $ 153 $ 263
Natural Resources Focus Fund........................... $ 97 $ 132 $ 170 $ 296
Global Strategy Focus Fund............................. $ 94 $ 124 $ 157 $ 271
American Balanced Fund................................. $ 92 $ 119 $ 147 $ 252
Domestic Money Market Fund............................. $ 89 $ 108 $ 130 $ 216
Basic Value Focus Fund................................. $ 94 $ 123 $ 156 $ 269
World Income Focus Fund................................ $ 95 $ 126 $ 160 $ 277
Global Utility Focus Fund.............................. $ 94 $ 124 $ 157 $ 272
International Equity Focus Fund........................ $ 97 $ 132 $ 170 $ 297
International Bond Fund................................ $ 96 $ 129 $ 165 $ 287
Intermediate Government Bond Fund...................... $ 95 $ 127 $ 161 $ 279
Developing Capital Markets Focus Fund.................. $ 98 $ 135 $ 176 $ 308
</TABLE>

If the Contract is annuitized, or not surrendered, at the end of the applicable
time period:

The following expenses would be paid on each $1,000 invested, assuming 5%
annual return on assets:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Separate Account B subaccount investing in:
Reserve Assets Fund.................................... $ 15 $ 47 $ 80 $ 176
Separate Account A subaccount investing in:
Prime Bond Fund........................................ $ 21 $ 66 $ 114 $ 245
High Current Income Fund............................... $ 22 $ 69 $ 118 $ 254
Quality Equity Fund.................................... $ 21 $ 66 $ 113 $ 244
Equity Growth Fund..................................... $ 25 $ 77 $ 131 $ 279
Flexible Strategy Fund................................. $ 23 $ 72 $ 123 $ 263
Natural Resources Focus Fund........................... $ 27 $ 82 $ 140 $ 296
Global Strategy Focus Fund............................. $ 24 $ 74 $ 127 $ 271
American Balanced Fund................................. $ 22 $ 69 $ 117 $ 252
Domestic Money Market Fund............................. $ 19 $ 58 $ 100 $ 216
Basic Value Focus Fund................................. $ 24 $ 73 $ 126 $ 269
World Income Focus Fund................................ $ 25 $ 76 $ 130 $ 277
Global Utility Focus Fund.............................. $ 24 $ 74 $ 127 $ 272
International Equity Focus Fund........................ $ 27 $ 82 $ 140 $ 297
International Bond Fund................................ $ 26 $ 79 $ 135 $ 287
Intermediate Government Bond Fund...................... $ 25 $ 77 $ 131 $ 279
Developing Capital Markets Focus Fund.................. $ 28 $ 85 $ 146 $ 308
</TABLE>

10
<PAGE>

The preceding Fee Table is intended to assist investors in understanding the
costs and expenses that a contract owner will bear, directly or indirectly. The
Fee Table and Examples include expenses and charges of the Accounts as well as
the Merrill Lynch Variable Series Funds, Inc. See the CHARGES AND DEDUCTIONS
section in this Prospectus and the INVESTMENT ADVISER section in the Fund
prospectus for a further discussion of fees and charges.

The Examples set forth above assume the reinvestment of all dividends and
distributions, no transfers among subaccounts or between Accounts, and a 5%
annual rate of return as mandated by Securities and Exchange Commission
regulations. The Examples also reflect the $40 contract maintenance charge as
0.0889% of assets, determined by dividing the total amount of such charges
collected by the total average net assets of the subaccounts. THE EXAMPLES
SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES OR ANNUAL
RATES OF RETURN OF ANY FUND. ACTUAL EXPENSES AND ANNUAL RATES OF RETURN MAY BE
MORE OR LESS THAN THOSE ASSUMED FOR THE PURPOSE OF THE EXAMPLES.

The Fee Table and Examples do not include charges to contract owners for premium
taxes. Refer to the PREMIUM TAXES section in this Prospectus for further
details.

NOTES TO FEE TABLE

(a) The Investment Advisory Fee (and therefore the Total Annual Operating
Expenses) shown is based on the anticipated advisory fee for the year ended
December 31, 1994. For the year ended December 31, 1993, the Investment
Adviser voluntarily waived 53% of its 0.50% advisory fee for the Domestic
Money Market Fund so that the advisory fee paid for that year was 0.24%.

(b)_Annualized from July 1, 1993 to December 31, 1993.

(c) Other expenses given for the International Bond Fund, Intermediate
Government Bond Fund, and Developing Capital Markets Focus Fund are
estimated since these funds were not in operation as of December 31, 1993.

(d) The Investment Adviser and Merrill Lynch Life Agency, Inc. have entered into
a Reimbursement Agreement that limits the operating expenses paid by each
Fund in a given year to 1.25% of its average net assets. The estimated
"Other Expenses" for the Developing Capital Markets Focus Fund reflect a
reimbursement for a portion of its operating expenses. Absent the
reimbursement, estimated "Other Expenses" for this Fund would be 0.60%.

11
<PAGE>
ACCUMULATION UNIT VALUES

(CONDENSED FINANCIAL INFORMATION)

<TABLE>
<CAPTION>
SUBACCOUNTS
---------------------------------------------------------------------------
DOMESTIC MONEY MARKET PRIME BOND HIGH CURRENT INCOME
---------------------- ------------------------- ------------------------
1/1/93 12/9/92* 1/1/93 12/9/92* 1/1/93 12/9/92*
TO TO TO TO TO TO
12/31/93 12/31/92 12/31/93 12/31/92 12/31/93 12/31/92
----------- --------- ----------- ------------ ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
(1) Accumulation unit
value at
beginning of
period........... $10.20 $10.18 $10.80 $10.74 $11.01 $10.92
(2) Accumulation unit
value at end of
period........... $10.37 $10.20 $11.94 $10.80 $12.80 $11.01
(3) Number of
accumulation
units outstanding
at end of
period........... 894,153.10 70,600.60 2,187,536.20 0.00 693,594.60 0.00

<CAPTION>
QUALITY EQUITY EQUITY GROWTH FLEXIBLE STRATEGY
---------------------- ------------------------- ------------------------
1/1/93 12/9/92* 1/1/93 12/9/92* 1/1/93 12/9/92*
TO TO TO TO TO TO
12/31/93 12/31/92 12/31/93 12/31/92 12/31/93 12/31/92
----------- --------- ----------- ------------ ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
(1) Accumulation unit
value at
beginning of
period........... $10.33 $10.18 $9.31 $9.15 $10.39 $10.25
(2) Accumulation unit
value at end of
period........... $11.67 $10.33 $10.82 $9.31 $11.87 $10.39
(3) Number of
accumulation
units outstanding
at end of
period........... 1,359,217.60 0.00 511,403.70 0.00 583,364.10 0.00

<CAPTION>
AMERICAN BALANCED NATURAL RESOURCES FOCUS GLOBAL STRATEGY FOCUS
---------------------- ------------------------- ------------------------
1/1/93 12/9/92* 1/1/93 12/9/92* 1/1/93 12/9/92*
TO TO TO TO TO TO
12/31/93 12/31/92 12/31/93 12/31/92 12/31/93 12/31/92
----------- --------- ----------- ------------ ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
(1) Accumulation unit
value at
beginning of
period........... $10.60 $10.54 $10.36 $10.17 $10.15 $10.08
(2) Accumulation unit
value at end of
period........... $11.86 $10.60 $11.29 $10.36 $12.12 $10.15
(3) Number of
accumulation
units outstanding
at end of
period........... 820,318.50 0.00 79,452.10 0.00 1,425,420.60 0.00

<CAPTION>
WORLD GLOBAL
BASIC VALUE INCOME UTILITY INTERNATIONAL
FOCUS FOCUS FOCUS EQUITY FOCUS RESERVE ASSETS
----------- --------- ----------- ------------ ------------------------
7/1/93* 7/1/93* 7/1/93* 7/1/93* 1/1/93 12/9/92*
TO TO TO TO TO TO
12/31/93 12/31/93 12/31/93 12/31/93 12/31/93 12/31/92
----------- --------- ----------- ------------ ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
(1) Accumulation unit
value at
beginning of
period........... $10.00 $10.00 $10.00 $10.00 $10.22 $10.20
(2) Accumulation unit
value at end of
period........... $10.88 $10.52 $10.61 $10.96 $10.43 $10.22
(3) Number of
accumulation
units outstanding
at end of
period........... 231,857.50 320,253.50 576,579.50 375,910.90 143,448.00 5,706.10
</TABLE>

- ------------------------------
* Commencement of business

12
<PAGE>
YIELDS AND TOTAL RETURNS

From time to time, ML of New York may advertise yields, effective yields, and
total returns for the Account A subaccounts and the Account B subaccount. THESE
FIGURES ARE BASED ON HISTORICAL EARNINGS AND DO NOT INDICATE OR PROJECT FUTURE
PERFORMANCE. ML of New York also from time to time may advertise performance of
the subaccounts relative to certain performance rankings and indices. More
detailed information as to the calculation of performance information, as well
as comparisons with unmanaged market indices appears in the Statement of
Additional Information.

Effective yields and total returns for a subaccount are based on the investment
performance of the corresponding Fund. A Fund's performance in part reflects
that Fund's expenses. The investment adviser and Merrill Lynch Life Agency, Inc.
(see SELLING THE CONTRACT on page 35) have entered into a Reimbursement
Agreement that limits the operating expenses paid by each Fund in a given year
to 1.25% of its average net assets.

The yields of the Domestic Money Market Subaccount and the Reserve Assets
Subaccount refer to the annualized income generated by an investment in each
subaccount over a specified 7-day period. The yield is calculated by assuming
that the income generated for that 7-day period is generated each 7-day period
over a 52-week period and is shown as a percentage of the investment. The
effective yield is calculated similarly but, when annualized, the income earned
by an investment in the subaccount or Account is assumed to be reinvested. The
effective yield will be slightly higher than the yield because of the
compounding affect of this assumed reinvestment.

The yield of an Account A subaccount (other than the Domestic Money Market
Subaccount) refers to the annualized income generated by an investment in the
subaccount over a specified 30-day or one-month period. The yield is calculated
by assuming that the income generated by the investment during that 30-day or
one-month period is generated each period over a 12-month period and is shown as
a percentage of the investment.

The average annual total return of a subaccount refers to return quotations
assuming an investment under a Contract has been held in each subaccount for 1,
5 and 10 years, or for a shorter period, if applicable. The average annual total
return quotations represent the average annual compounded rates of return that
would equate an initial investment of $1,000 under a Contract to the redemption
value of that investment as of the last day of each of the periods for which
return quotations are provided. Average annual total return information shows
the average percentage change in the value of an investment in a subaccount
(including any contingent deferred sales charge that would apply if an owner
terminated the Contract at the end of each period indicated, but excluding any
deductions for premium taxes).

ML of New York may, in addition, advertise or present yield or total return
performance information computed on different bases. ML of New York may present
total return information computed on the same basis as described above, except
the information will not reflect a deduction for the contingent deferred sales
charge. This presentation assumes that an investment in the Contract will
persist beyond the period when the contingent deferred sales charge applies,
consistent with the long-term investment and retirement objectives of the
Contract. ML of New York may also advertise total return performance information
for the Funds, but this information will always be accompanied by average annual
total returns for the corresponding subaccounts. ML of New York may also present
total return performance information for a hypothetical Contract assuming
allocation of the initial premium to more than one subaccount or assuming
monthly transfers from the Domestic Money Market Subaccount to designated
subaccounts under a dollar cost averaging program. This information will reflect
the performance of the affected subaccounts for the duration of the allocation
under the hypothetical Contract. It also will reflect the deduction of charges
described above except for the contingent deferred sales charge. This
information may also be compared to various indices.

13
<PAGE>
Advertising and sales literature for the Contracts may also compare the
performance of the subaccounts to the performance of other variable annuity
issuers in general or to the performance of particular types of variable
annuities investing in mutual funds, or series of mutual funds, with investment
objectives similar to each of the Funds corresponding to the subaccounts.

Performance information may also be based on rankings by services which monitor
and rank the performance of variable annuity issuers in each of the major
categories of investment objectives on an industry-wide basis. Some services'
rankings include variable life insurance issuers as well as variable annuity
issuers, while others' rankings compare only variable annuity issuers.
Performance analysis prepared by services may rank such issuers on the basis of
total return, assuming reinvestment of distributions, but do not take sales
charges, redemption fees or certain expense deductions at the separate account
level into consideration. In addition, some such services prepare risk-adjusted
rankings, which consider the effects of market risk on total return performance.
This type of ranking provides data as to which funds provide the highest total
return within various categories of funds defined by the degree of risk inherent
in their investment objectives. Ranking services ML of New York may use as
sources of performance comparison are Lipper, VARDS, CDA/Weisenberger,
Morningstar, MICROPAL, and Investment Company Data, Inc.

Advertising and sales literature for the Contracts may also compare the
performance of the subaccounts to the Standard & Poor's Index of 500 Common
Stocks, the Morgan Stanley EAFE Index, the Russell 2000 Index and the Dow Jones
Indices, all widely used measures of stock market performance. These unmanaged
indices assume the reinvestment of dividends, but do not reflect any "deduction"
for the expense of operating or managing an investment portfolio. Other sources
of performance comparison that ML of New York may use are Chase Investment
Performance Digest, Money, Forbes, Fortune, Business Week, Financial Services
Weekly, Kiplinger Personal Finance, Wall Street Journal, USA Today, Barrons,
U.S. News & World Report, Strategic Insight, Donaghues, Investors Business
Daily, and Ibbotson Associates.

Advertising and sales literature for the Contracts may also contain information
on the effect of tax deferred compounding on subaccount investment returns, or
returns in general, which may be illustrated by graphs, charts or otherwise and
which may include a comparison at various points in time of the return from an
investment in a Contract (or returns in general) on a tax-deferred basis
(assuming one or more tax rates) with the return on a currently taxable basis.

ML LIFE INSURANCE COMPANY OF NEW YORK

ML Life Insurance Company of New York ("ML of New York") is a stock life
insurance company organized under the laws of the State of New York in 1973. ML
of New York is an indirect wholly owned subsidiary of Merrill Lynch & Co., Inc.,
a corporation whose common stock is traded on the New York Stock Exchange.

ML of New York's financial statements can be found in the Statement of
Additional Information and should only be considered in the context of its
ability to meet any obligations it may have under the Contract.

All communications concerning the Contract should be addressed to ML of New
York's Home Office at the address printed on the first page of this Prospectus.

14
<PAGE>
THE ACCOUNTS

Contract owners may direct their premiums into one or both of two segregated
investment accounts available to the Contract (the "Accounts"). The ML of New
York Variable Annuity Separate Account A ("Account A") offers a variety of
investment options, each with a different investment objective, through its
subaccounts. The ML of New York Variable Annuity Separate Account B ("Account
B") offers a money market investment through its subaccount.

The Accounts were established on August 14, 1991, as separate investment
accounts. They are registered with the Securities and Exchange Commission as
unit investment trusts pursuant to the Investment Company Act of 1940. Their
registration does not involve any supervision by the Securities and Exchange
Commission over the investment policies or practices of the Accounts. The
Accounts each meet the definition of a separate account under the federal
securities laws. The Accounts' assets are segregated from all of ML of New
York's other assets.

Obligations to contract owners and beneficiaries that arise under the Contract
are obligations of ML of New York. ML of New York owns all of the assets in the
Accounts. With respect to each Account, income, gains, and losses, whether or
not realized, from assets allocated to that Account are, in accordance with the
Contracts, credited to or charged against the Account without regard to other
income, gains or losses of ML of New York. As required, the assets in each
Account will always be at least equal to the reserves and other liabilities of
the Account. If the assets exceed the required reserves and other Contract
liabilities (which will always be at least equal to the aggregate contract value
allocated to the Account under the Contracts), ML of New York may transfer the
excess to its general account. Each Account's assets, to the extent of its
reserves and liabilities, may not be charged with liabilities arising out of any
other business ML of New York conducts nor may the assets of either Account be
charged with any liabilities of the other Account.

Currently, there are thirteen subaccounts in Account A and one subaccount in
Account B. All subaccounts invest in a corresponding mutual fund portfolio of
the Merrill Lynch Variable Series Funds, Inc. On May 16, 1994, the International
Bond Fund, Intermediate Government Bond Fund and Developing Capital Markets
Focus Fund will be available to Account A and at that time Account A will have
sixteen subaccounts. Additional subaccounts may be added in the future.

The Accounts' financial statements can be found in the Statement of Additional
Information. No financial information is included in the Statement of Additional
Information and no accumulation unit values are included in this Prospectus for
the subaccounts investing in the International Bond Focus, Intermediate
Government Bond Fund, and Developing Capital Markets Focus Fund, as they were
not available for investment by contract owners as of the date of the financial
statements presented.

INVESTMENTS OF THE ACCOUNTS

MERRILL LYNCH VARIABLE SERIES FUNDS, INC.

The Merrill Lynch Variable Series Funds, Inc. (the "Funds") is registered with
the Securities and Exchange Commission as an open-end management investment
company. It currently offers the Accounts fourteen of its separate investment
mutual fund portfolios. The Reserve Assets Fund is available only to Account B.
The thirteen remaining Funds are available only to Account A. On May 16, 1994,
the International Bond Fund, Intermediate Government Bond Fund and Developing
Capital Markets Focus Fund will be available to Account A. Other investment
options may be added in the future. The Funds' shares are currently sold only to
separate accounts of ML of New York and two other insurance companies, one of
which is an affiliate of ML of New York (collectively the "Participating
Insurance Companies"), to fund benefits under certain variable annuity and
variable life insurance contracts. The Domestic Money Market Fund, Global
Strategy

15
<PAGE>

Focus Fund, Basic Value Focus Fund, World Income Focus Fund, Global Utility
Focus Fund, International Equity Focus Fund, International Bond Focus,
Intermediate Government Bond Fund, and Developing Capital Markets Focus Fund are
only offered to ML of New York and the affiliated insurance company's separate
accounts.

It is conceivable that material conflicts could arise as a result of both
variable annuity and variable life insurance separate accounts investing in the
Funds. Although no material conflicts are foreseen, the Participating Insurance
Companies will monitor events in order to identify any material conflicts
between variable annuity and variable life insurance contract owners to
determine what action, if any, should be taken. Material conflicts could result
from such things as (1) changes in state insurance law, (2) changes in federal
income tax law or (3) differences between voting instructions given by variable
annuity and variable life insurance contract owners. If a conflict occurs, the
ML of New York may be required to eliminate one or more subaccounts of Separate
Account A or Separate Account B or substitute a new subaccount. In responding to
any conflict, ML of New York will take the action which it believes necessary to
protect its contract owners.

The Accounts will purchase and redeem shares of the Funds to the extent
necessary to provide benefits under the Contract or for such other purposes as
may be consistent with the Contract. The Accounts will purchase and redeem
shares of the Funds at net asset value. Fund distributions to the Accounts are
automatically reinvested in additional shares of the Funds at net asset value.

Merrill Lynch Asset Management, L.P. ("MLAM") is the investment adviser to the
Funds. MLAM is a worldwide mutual fund leader with more than $137 billion in
assets under management. It is registered as an investment adviser under the
Investment Advisers Act of 1940. MLAM is an indirect subsidiary of Merrill Lynch
& Co., Inc. MLAM's principal business address is 800 Scudders Mill Road,
Plainsboro, New Jersey 08536. As the investment adviser, MLAM is paid fees by
the Funds for its services. The fees charged to each of the Funds are set forth
in the summary of investment objectives below.

Details about the Funds, including their investment objectives, management,
policies, restrictions, their expenses and risks associated with investments
therein (including any risks associated with investment in the High Current
Income Fund), and all other aspects of the Funds' operation can be found in the
attached prospectus for the Funds and in their Statement of Additional
Information which should be read carefully before investing. There is no
guarantee that any Fund will meet its investment objective. Meeting the
objectives depends upon how well the Funds' management anticipates changing
economic conditions.

DOMESTIC MONEY MARKET FUND

This Fund seeks preservation of capital, liquidity, and the highest possible
current income consistent with the foregoing objectives by investing in
short-term money market securities. The Fund invests in short-term United States
government securities; government agency securities; bank certificates of
deposit and bankers' acceptances; short-term corporate debt securities such as
commercial paper and variable amount master demand notes; and repurchase and
reverse repurchase agreements. MLAM receives from the Fund an advisory fee at
the annual rate of 0.50% of the average daily net assets of the Fund.

PRIME BOND FUND

This Fund seeks to obtain as high a level of current income as is consistent
with prudent investment management, and capital appreciation to the extent
consistent with the foregoing objective, by investing primarily in long-term
corporate bonds rated A or better by established rating services. MLAM receives
from the Fund an advisory fee at the annual rate of 0.50% of the first $250
million of the combined average daily nets assets of the Fund and High Current
Income Fund; 0.45% of the next $250 million; 0.40% of the

16
<PAGE>
next $250 million; and 0.35% of the combined average daily net assets in excess
of $750 million. The reduction of the advisory fee applicable to the Fund is
determined on a uniform percentage basis as described in the Statement of
Additional Information for the Funds.

HIGH CURRENT INCOME FUND

This Fund seeks to obtain as high a level of current income as is consistent
with prudent investment management, and capital appreciation to the extent
consistent with the foregoing objective, by investing principally in
fixed-income securities that are rated in the lower rating categories of the
established rating services or in unrated securities of comparable quality
(commonly known as "junk bonds"). MLAM receives from the Fund an advisory fee at
the annual rate of 0.55% of the first $250 million of the combined average daily
net assets of the Fund and Prime Bond Fund; 0.50% of the next $250 million;
0.45% of the next $250 million; and 0.40% of the combined average daily net
assets in excess of $750 million. The reduction of the advisory fee applicable
to the Fund is determined on a uniform percentage basis as described in the
Statement of Additional Information for the Funds.

QUALITY EQUITY FUND

This Fund seeks to attain the highest total investment return consistent with
prudent risk through a fully managed investment policy utilizing equity
securities, primarily common stocks of large-capitalization companies, as well
as investment grade debt and convertible securities. Management of the Fund will
shift the emphasis among investment alternatives for capital growth, capital
stability, and income as market trends change. MLAM receives from the Fund an
advisory fee at the annual rate of 0.50% of the first $250 million of average
daily net assets; 0.45% of the next $50 million; 0.425% of the next $100
million; and 0.40% of the average daily net assets in excess of $400 million.

EQUITY GROWTH FUND

This Fund seeks to attain long-term growth of capital by investing primarily in
common stocks of relatively small companies that management of the Fund believes
have special investment value and emerging growth companies regardless of size.
Such companies are selected by management on the basis of their long-term
potential for expanding their size and profitability or for gaining increased
market recognition for their securities. Current income is not a factor in such
selection. MLAM receives from the Fund an advisory fee at the annual rate of
0.75% of the average daily net assets of the Fund. This is a higher fee than
that of many other mutual funds, but management of the Fund believes it is
justified by the high degree of care that must be given to the initial selection
and continuous supervision of the types of portfolio securities in which the
Fund invests.

FLEXIBLE STRATEGY FUND

This Fund's objective is to seek a high total investment return consistent with
prudent risk. The Fund seeks its objective through a flexible investment policy
using equity securities, intermediate and long-term debt obligations, and money
market securities. MLAM receives from the Fund an advisory fee at the annual
rate of 0.65% of the average daily net assets of the Fund.

NATURAL RESOURCES FOCUS FUND

This Fund seeks to attain long-term growth of capital and protection of the
purchasing power of capital by investing primarily in equity securities of
domestic and foreign companies with substantial natural resource assets. MLAM
receives from the Fund an advisory fee at the annual rate of 0.65% of the
average daily net assets of the Fund.

17
<PAGE>
ML of New York and Account A reserve the right to suspend the sale of units of
the Natural Resources Focus Subaccount in response to conditions in the
securities markets or otherwise.

AMERICAN BALANCED FUND

This Fund seeks a level of current income and a degree of stability of principal
not normally available from an investment solely in equity securities and the
opportunity for capital appreciation greater than is normally available from an
investment solely in debt securities by investing in a balanced portfolio of
fixed income and equity securities. MLAM receives from the Fund an advisory fee
at the annual rate of 0.55% of the average daily net assets of the Fund.

GLOBAL STRATEGY FOCUS FUND

This Fund seeks high total investment return by investing primarily in a
portfolio of equity and fixed income securities, including convertible
securities, of U.S. and foreign issuers. The Fund seeks to achieve its objective
by investing primarily in securities of issuers located in the United States,
Canada, Western Europe and the Far East. MLAM receives from the Fund an advisory
fee at the annual rate of 0.65% of the average daily net assets of the Fund.

BASIC VALUE FOCUS FUND

This Fund seeks to attain capital appreciation, and secondarily, income by
investing in securities, primarily equities, that management of the Fund
believes are undervalued and therefore represent basic investment value.
Particular emphasis is placed on securities which provide an above-average
dividend return and sell at a below-average price-earnings ratio. MLAM receives
from the Fund an advisory fee at the annual rate of 0.60% of the average daily
net assets of the Fund.

WORLD INCOME FOCUS FUND

This Fund seeks to achieve high current income by investing in a global
portfolio of fixed income securities denominated in various currencies,
including multinational currency units. The Fund may invest in United States and
foreign government and corporate fixed income securities, including high yield,
high risk, lower rated and unrated securities. The Fund will allocate its
investments among different types of fixed income securities denominated in
various currencies. MLAM receives from the Fund an advisory fee at the annual
rate of 0.60% of the average daily net assets of the Fund.

GLOBAL UTILITY FOCUS FUND

This Fund seeks to obtain capital appreciation and current income through
investment of at least 65% of its total assets in equity and debt securities
issued by domestic and foreign companies which are, in the opinion of management
of the Fund, primarily engaged in the ownership or operation of facilities used
to generate, transmit or distribute electricity, telecommunications, gas or
water. MLAM receives from the Fund an advisory fee at the annual rate of 0.60%
of the average daily net assets of the Fund.

INTERNATIONAL EQUITY FOCUS FUND

This Fund seeks to obtain capital appreciation through investment in securities,
principally equities, of issuers in countries other than the United States.
Under normal conditions, at least 65% of the Fund's net assets will be invested
in such equity securities. MLAM receives from the Fund an advisory fee at the
annual rate of 0.75% of the average daily net assets of the Fund.

18
<PAGE>
INTERNATIONAL BOND FUND

This Fund seeks to achieve a high total investment return by investing in a
non-U.S. international portfolio of debt instruments denominated in various
currencies and multinational currency units. MLAM receives from the Fund an
advisory fee at an annual rate of 0.60% of the average daily net assets of the
Fund. This Fund will not be available for investment until May 16, 1994.

INTERMEDIATE GOVERNMENT BOND FUND

This Fund seeks to achieve the highest possible current income consistent with
the protection of capital. It invests in intermediate-term debt securities
issued or guaranteed by the United States Government, its agencies or
instrumentalities with a maximum maturity not to exceed fifteen years. Depending
on market conditions, an average maturity of six to eight years is anticipated.
MLAM receives from the Fund an advisory fee at an annual rate of 0.50% of the
average daily net assets of the Fund. This Fund will not be available for
investment until May 16, 1994.

DEVELOPING CAPITAL MARKETS FOCUS FUND

This Fund seeks to achieve long-term capital appreciation by investing in
securities, principally equities, of issuers in countries having smaller capital
markets. For purposes of its investment objective, the Fund considers countries
having smaller capital markets to be all countries other than the four countries
having the largest equity market capitalizations. Currently, these four
countries are Japan, the United Kingdom, the United States, and Germany. MLAM
receives from the Fund an advisory fee at an annual rate of 1.00% of the average
daily net assets of the Fund. This Fund will not be available for investment
until on or about May 16, 1994.

RESERVE ASSETS FUND

REINVESTMENT

Fund distributions to the Accounts are automatically reinvested in additional
Fund shares at net asset value.

SUBSTITUTION OF INVESTMENTS AND CHANGES TO ACCOUNTS

ML of New York may substitute a different investment option for any of the
current Funds. Substitution may be made with respect to both existing
investments and the investment of future premiums. However, no such substitution
will be made without any necessary approval of the Securities and Exchange
Commission and applicable state insurance departments. Contract owners will be
notified of any substitutions. Additional investment options may be added in the
future as eligible investments through the Accounts.

19
<PAGE>
In addition, ML of New York may make additional subaccounts available to either
Account, eliminate subaccounts in either Account, deregister either or both of
the Accounts under the Investment Company Act of 1940 (the "1940 Act"), make any
changes required by the 1940 Act, operate either or both Accounts as a managed
investment company under the 1940 Act or any other form permitted by law,
transfer all or a portion of the assets of a subaccount or Account to another
subaccount or account pursuant to a combination or otherwise, and create new
accounts. No such changes will be made without any necessary approval of the
Securities and Exchange Commission and applicable state insurance departments.
Contract owners will be notified of any changes.

CHARGES AND DEDUCTIONS

CONTRACT MAINTENANCE CHARGE

A charge is made to reimburse ML of New York for expenses related to maintenance
of the Contract. These expenses include issuing Contracts, maintaining records,
and performing accounting, regulatory compliance, and reporting functions. This
$40 maintenance charge will be deducted from the contract value on each contract
anniversary that occurs on or prior to the annuity date. It will also be
deducted when the Contract is surrendered if it is surrendered on any date other
than a contract anniversary. The contract maintenance charge will be deducted on
a pro rata basis from among all subaccounts in which contract value is invested.
(See ACCUMULATION UNITS on page 24 for a discussion of the effect the deduction
of this charge will have on the number of accumulation units credited to a
Contract.) This charge will be waived on all Contracts with a contract value
equal to or greater than $50,000 on the date the charge would otherwise be
deducted. It is not deducted after the annuity date. ML of New York does not
expect to profit from this charge. The contract maintenance charge will never
increase.

MORTALITY AND EXPENSE RISK CHARGE

A mortality and expense risk charge is imposed on the Accounts. It equals 1.25%
annually for Account A and 0.65% annually for Account B deducted daily from the
net asset value of the Accounts. Of this amount, 0.75% annually for Account A
and 0.35% annually for Account B is attributable to mortality risks assumed by
ML of New York for the annuity payment and death benefit guarantees made under
the Contract. These guarantees include making annuity payments unaffected by
mortality experience and providing a minimum death benefit under the Contract.

Additionally, of the total mortality and expense risk charge, 0.50% annually for
Account A and 0.30% annually for Account B is attributable to expense risks
assumed by ML of New York should the contract maintenance and administration
charges be insufficient to cover all Contract maintenance and administration
expenses.

The mortality and expense risk charge is greater for Account A than for Account
B because a greater death benefit and higher administrative expenses are
attributable to Account A. If the mortality and expense risk charge is
inadequate to cover the actual expenses of mortality, maintenance, and
administration, ML of New York will bear the loss. If the charge exceeds the
actual expenses, the excess will be added to ML of New York's profit. The
mortality and expense risk charge will never increase.

ADMINISTRATION CHARGE

An administration charge is made to reimburse ML of New York for costs
associated with the establishment and administration of Account A. This charge
covers such expenses as optional contract transactions (for example, processing
transfers and Dollar Cost Averaging transactions). A charge of 0.10% annually
will be

20
<PAGE>
deducted daily only from the net asset value of Account A. ML of New York does
not expect to profit from this charge. The administration charge will never
increase.

CONTINGENT DEFERRED SALES CHARGE

A contingent deferred sales charge may be imposed on withdrawals and surrenders
from Account A. This charge reimburses ML of New York for expenses relating to
the sale of the Contract, such as commissions, preparation of sales literature,
and other promotional activity. The charge is imposed only on premium withdrawn
or surrendered from Account A that was held for less than seven years. However,
where permitted by state regulation, up to 10% of this premium will not be
subject to such a charge if withdrawn or surrendered from Account A during the
first withdrawal of the contract year, whether paid in a lump sum or elected to
be paid on a monthly, quarterly, semi-annual or annual basis. In addition, where
permitted by state regulation, ML of New York reserves the right not to impose a
contingent deferred sales charge on any premium withdrawn or surrendered from
Contracts purchased by employees of ML of New York or from Contracts purchased
by the employees' spouses or dependents.

The maximum contingent deferred sales charge is 7% of the premium withdrawn
during the first year after that premium is paid, decreasing by 1% annually to
0% after year seven, as shown below.

<TABLE>
<CAPTION>
NUMBER OF COMPLETE YEARS CONTINGENT DEFERRED SALES
ELAPSED SINCE PREMIUM WAS PAID CHARGE
- ------------------------------ -------------------------------
<S> <C>
0 7%
1 6%
2 5%
3 4%
4 3%
5 2%
6 1%
7 0%
</TABLE>

Contingent deferred sales charges are calculated on total premiums withdrawn
from Account A, but not to exceed the account value. Gain in account value is
never subject to a contingent deferred sales charge. (See page 27 for a
discussion of the rules for determining whether a withdrawal is considered to
come from premiums or gain for contingent deferred sales charge purposes.) For
example, if a contract owner made a $5,000 premium payment to Account A and
withdrew the entire $5,000 three years later when there had been no gain or loss
on that premium, a 4% contingent deferred sales charge would be imposed on the
$5,000 withdrawal. If that contract owner had made a $5,000 premium payment to
Account A and due to negative investment experience only $4,500 remained in
Account A when the contract owner withdrew it three years later, a 4% contingent
deferred sales charge would be imposed only on $4,500 of the original premium.
If instead the $5,000 premium payment the contract owner made to Account A grew
to $5,500 due to positive investment experience, and the contract owner withdrew
$200 of gain in account value as the first withdrawal three years later, and
thereafter withdrew the remaining $5,300 in a subsequent withdrawal that same
year, no contingent deferred sales charge would be imposed on the $200 first
withdrawn (as it represents gain in account value and not premium) and a 4%
contingent deferred sales charge would be imposed only on $5,000 of the $5,300
subsequent withdrawal (as $300 of that amount represents gain in account value).

When imposed, the contingent deferred sales charge will be deducted on a pro
rata basis from among the subaccounts in which the contract owner has invested,
on the basis of the contract owner's interest in each subaccount to the Account
A account value. (See WITHDRAWALS AND SURRENDERS on page 27 and ACCUMULATION
UNITS on page 24 for a discussion of the effect the deduction of this charge
will have on the number of accumulation units credited to a Contract.)

21
<PAGE>
To the extent that the contingent deferred sales charge is inadequate to recover
all sales expenses associated with the Contract, the deficiency will be met by
ML of New York's surplus, which may be partly derived from the mortality and
expense risk charge on the Contract.

No contingent deferred sales charge will be imposed on withdrawals or surrenders
from Account B.

PREMIUM TAXES

Various states and municipalities impose a premium tax on annuity premiums when
they are received by an insurance company. In other jurisdictions, a premium tax
is paid on the contract value on the annuity date.

State premium tax rates vary from jurisdiction to jurisdiction and currently
range from 0% to 5%. ML of New York will pay these taxes when due, and a charge
for any premium taxes imposed by a state or local government will be deducted
from the contract value on the annuity date. (See ACCUMULATION UNITS on page 24
for a discussion of the effect the deduction of this charge will have on the
number of accumulation units credited to a Contract.) In those jurisdictions
that do not allow an insurance company to reduce its current taxable premium
income by the amount of any withdrawal, surrender or death benefit paid, ML of
New York will also deduct a charge for these taxes on any withdrawal, surrender
or death benefit effected under the Contract.

Premium tax rates are subject to change by law, administrative interpretations,
or court decisions. Premium tax amounts will depend on, among other things, the
contract owner's state of residence, ML of New York's status within that state,
and the premium tax laws of that state.

OTHER CHARGES

Contract owners may make up to six transfers among Account A subaccounts per
contract year without charge. Additional transfers may be permitted at a charge
of $25 per transfer. (See TRANSFERS on page 26.)

Merrill Lynch Variable Series Funds, Inc., in calculating the net asset values
of the Funds, deducts advisory fees and operating expenses from the assets of
each Fund. Information about those fees and expenses can be found in the
attached prospectus for the Funds and in its Statement of Additional
Information.

DESCRIPTION OF THE CONTRACT

OWNERSHIP OF THE CONTRACT

The contract owner is entitled to exercise all rights under the Contract. Unless
otherwise specified, the purchaser of the Contract will be the contract owner.
The contract owner may designate a beneficiary. The beneficiary will receive all
outstanding Contract benefits if the owner dies. The contract owner may also
designate an annuitant. The annuitant may be changed at any time prior to the
annuity date. If no annuitant is selected, the contract owner will be the
annuitant.

The Contract may be assigned to another owner upon notice to ML of New York's
Home Office. The Contract may only be assigned to another owner in full, not in
part. An assignment to a new owner cancels all

22
<PAGE>
prior beneficiary designations. Assignment of the Contract may have tax
consequences or may be prohibited on certain IRA Contracts, so the contract
owner should consult with a qualified tax adviser before assigning the Contract.
(See FEDERAL INCOME TAXES on page 31.)

When co-owners are established, they exercise all rights under the Contract
jointly unless they elect otherwise. IRA Contracts may not have co-owners.

ISSUING THE CONTRACT

A nonqualified Contract may generally be issued to contract owners who are less
than 85 years of age. Annuitants on nonqualified Contracts must also be less
than age 85 at issue. For IRA Contracts owned by natural persons, the contract
owner and annuitant must be the same person. Therefore, contract owners and
annuitants on IRA Contracts must be less than age 70 1/2 at issue.

Before issuing the Contract, ML of New York requires certain information from
the prospective contract owner. Once that information is reviewed and approved,
and the prospective contract owner submits an initial premium, a Contract will
be issued. Generally, this review and approval process is completed and the
premium invested within two business days, but if any necessary information has
not been obtained within five business days, ML of New York will offer to return
the premium and no Contract will be processed. If the prospective contract owner
instead consents, ML of New York will hold the premium until all necessary
information is obtained, and will then invest the premium within two business
days after obtaining the information. The initial premium will be invested as
described under PREMIUM INVESTMENTS, page 24.

The date of issue will be the date the required information and initial premium
are received at ML of New York's Home Office.

TEN DAY RIGHT TO REVIEW

When the contract owner receives the Contract, it should be reviewed carefully
to make sure it is what the contract owner intended to purchase. Generally,
within 10 days after the contract owner receives the Contract, he or she may
return it for a refund. Some states allow a longer period of time to return the
Contract. The Contract must be delivered to ML of New York's Home Office or to
the Financial Consultant who sold it for a refund to be made. ML of New York
will then refund to the contract owner the greater of all premiums paid into the
Contract or the contract value as of the date the Contract is returned. The
Contract will then be deemed void.

CONTRACT CHANGES

Requests to change the owner, beneficiary, annuitant, or annuity date of a
Contract will take effect as of the date such a request is signed by the
contract owner, unless ML of New York has already acted in reliance on the prior
status.

PREMIUMS

Initial premium payments must be $5,000 or more on a nonqualified Contract and
$2,000 or more on an IRA Contract. Subsequent premium payments must be $300 or
more and can be made at any time prior to the annuity date. ML of New York
reserves the right to refuse to accept subsequent premium payments, if required
by law. Premium payments can be made directly by the contract owner or debited
from his or her Merrill Lynch, Pierce, Fenner & Smith Incorporated brokerage
account and must be transmitted to ML of New York's Home Office at the address
printed on the cover of this Prospectus. Under an automatic

23
<PAGE>

investment feature, premium payments can also be made systematically on a
monthly, quarterly, semi-annual or annual basis from a Merrill Lynch Pierce,
Fenner & Smith Incorporated brokerage account. This feature will be available by
July 31, 1994. A Financial Consultant should be contacted for additional
information. The automatic investment feature may be canceled by the contract
owner at any time. Once canceled, it cannot be activated again until the next
contract year. Maximum annual contributions to IRA Contracts are limited by
federal law.

PREMIUM INVESTMENTS

For the first 14 days following the date of issue, all premiums directed into
Account A will be held in the Domestic Money Market Subaccount. Thereafter, the
account value will be reallocated to the Account A subaccounts selected.
Subsequent premiums allocated to Account A will be directly placed in the
subaccounts selected as of the end of the valuation period in which they are
received at ML of New York's Home Office. Premiums directed into Account B will
be directly placed in the Reserve Assets Subaccount on the issue date.
Subsequent premiums allocated to Account B will be directly placed in its
Reserve Assets Subaccount as of the end of the valuation period in which they
are received at ML of New York's Home Office. Currently, a contract owner may
allocate his or her premium among as many subaccounts as desired as long as
allocations are made in increments that are even multiples of 10%. For example,
10% of a premium received may be allocated to the Prime Bond Fund, 40% allocated
to the High Current Income Fund, and 50% allocated to the Quality Equity Fund.
However, a contract owner may not allocate 33 1/3% to the Prime Bond Fund and 66
2/3% to the High Current Income Fund. If allocation instructions are not given
with subsequent premiums received, ML of New York will allocate those premiums
according to the allocation instructions last received from the contract owner.
ML of New York reserves the right to limit the number of subaccounts to which
future allocations may be made.

ACCUMULATION UNITS

Each subaccount has a distinct value, called the accumulation unit value. The
accumulation unit value varies daily, as described below. This value is used to
determine the number of subaccount accumulation units represented by a contract
owner's investment in a subaccount. When a contract owner invests a premium or
transfers an amount to a subaccount, accumulation units in that subaccount are
purchased and credited to the Contract. Conversely, when a contract owner
withdraws contract value or transfers an amount from a subaccount, accumulation
units credited to the Contract in that subaccount are redeemed. Similarly, when
a deduction is made under a Contract for the contract maintenance charge, any
contingent deferred sales charges, any transfer charge and any premium taxes
due, accumulation units credited to the Contract in the subaccounts are
redeemed. (See CHARGES AND DEDUCTIONS on page 20 for a discussion concerning the
allocation of charges to subaccounts.) The number of accumulation units in a
subaccount so purchased or redeemed for a Contract is based on the subaccount's
accumulation unit value as of the end of the valuation period during which the
purchase or redemption is made. It is determined by dividing the dollar value of
the amount of the purchase or redemption allocated to the subaccount by the
value of one accumulation unit for that subaccount for the valuation period in
which the transfer is effected. The number of accumulation units in each
subaccount credited to a Contract will therefore increase or decrease as these
transactions are effected.

The number of subaccount accumulation units credited to a Contract will not
change as a result of investment experience or the deduction of mortality and
expense risk and administration charges. Instead, these charges and investment
experience will be reflected in the accumulation unit value.

For each subaccount, the value of an accumulation unit was arbitrarily set at
$10 when the Accounts were established. Accumulation unit values may increase or
decrease from one valuation period to the next. A

24
<PAGE>
valuation period is the interval from one determination of the net asset value
of a subaccount to the next, measured from the time each day the Funds are
valued. The Funds are valued at the close of business on each day the New York
Stock Exchange is open. An accumulation unit value for any valuation period is
determined by multiplying the accumulation unit value for the last prior
valuation period by the net investment factor for the subaccount for the current
valuation period. The Funds' investment performance, expenses, and the deduction
of asset-based charges affect the accumulation unit value.

The net investment factor is an index used to measure the investment performance
of a subaccount from one valuation period to the next. For any subaccount, the
net investment factor is determined by dividing the value of the assets of the
subaccount for that valuation period by the value of the assets of the
subaccount for the preceding valuation period, and subtracting from the result
the valuation period equivalent of the annual administration and mortality and
expense risk charges. ML of New York may adjust the net investment factor to
make provisions for any change in the law that requires it to pay tax on capital
gains in the Accounts or for any assessments or federal premium taxes or
federal, state or local excise, profits or income taxes measured by or
attributable to the receipt of premiums (see OTHER CHARGES on page 22).

The net investment factor may be greater or less than one. Therefore, the value
of an accumulation unit may increase or decrease.

DEATH BENEFIT

Prior to the annuity date, the Contract provides a death benefit feature that
guarantees a death benefit if the contract owner dies, regardless of investment
experience. A Contract's death benefit is equal to the greater of (a) premiums
paid less any withdrawals or (b) the contract value. If the contract owner dies
prior to the annuity date, ML of New York will pay the Contract's death benefit
to the owner's beneficiary. Unless the beneficiary has been irrevocably
designated, the contract owner may change the beneficiary at any time prior to
the annuity date.

If the owner's beneficiary is his or her surviving spouse, the spouse may elect
to continue the Contract in force on the same terms as applicable before the
owner's death, and the spouse will then become the contract owner and the
beneficiary until a new beneficiary is named.

The death benefit will be paid in a lump sum unless the beneficiary chooses an
annuity payment option available under the Contract. (See ANNUITY OPTIONS on
page 29.) However, if the contract owner dies before the annuity date, federal
tax law generally requires the entire contract value to be distributed within
five years of the date of death. Special rules may apply to the surviving
spouse. (See FEDERAL INCOME TAXES on page 31.)

The death benefit is determined as of the date ML of New York receives due proof
of death at its Home Office.

DEATH OF ANNUITANT

If the annuitant dies prior to the annuity date, and the annuitant is not the
contract owner, the owner may designate a new annuitant. If a new annuitant is
not designated, the contract owner will become the annuitant unless the owner is
not a natural person. If the contract owner is not a natural person, no new
annuitant may be named and the annuity must be paid out within five years of the
annuitant's death.

If the annuitant dies after the annuity date, while guaranteed amounts remain
unpaid, the contract owner may either (a) have payments continue for the amount
or period guaranteed; or (b) receive the present value

25
<PAGE>
of the remaining guaranteed payments in a lump sum. If the contract owner dies
while guaranteed amounts remain unpaid, his or her beneficiary may either (a)
have payments continue for the amount or period guaranteed; or (b) receive the
present value of the remaining guaranteed payments in a lump sum.

TRANSFERS

Once each contract year, contract owners may transfer from Account A to Account
B an amount equal to any gain in account value and/or any premium not subject to
a contingent deferred sales charge, determined as of the date the request is
received. Where permitted by state regulation, once each contract year, contract
owners may transfer from Account A to Account B all or a portion of the greater
of that amount or 10% of premiums subject to a contingent deferred sales charge
determined as of the date the request is received (minus any of that premium
already withdrawn or transferred). Additionally, where permitted by state
regulation, periodic transfers of all or a portion of the greater amount,
determined at the time of each periodic transfer, are permitted, on a monthly,
quarterly, semi-annual or annual basis. Periodic transfers may be canceled by
the contract owner at any time. Once canceled, they can not be activated again
until the next contract year.

Generally, the amount transferred will be deducted on a pro rata basis from
among the affected Account A subaccounts, on the basis of the contract owner's
interest in each subaccount to the Account A account value, unless the contract
owner requests otherwise. However, if the amount will be transferred on a
monthly, quarterly, semi-annual or annual basis, it must be deducted on a pro
rata basis.

Prior to the annuity date, contract owners may transfer all or part of their
Account A value among the subaccounts of Account A up to six times per contract
year without charge. Additional transfers among Account A subaccounts may be
made at a charge of $25 per transfer. Currently, there is no charge for
additional transfers. The transfer charge will be deducted on a pro rata basis
from among the subaccounts from which account value is being transferred. ML of
New York reserves the right to change the number of additional transfers
permitted each contract year, as appropriate.

Transfers among subaccounts may be made in specific dollar amounts or as a
percentage of Account A value. Requests to transfer dollar amounts must be for
at least $300 or the total value of a subaccount, if less. Requests to transfer
a percentage of Account A value are also subject to a $300 minimum, with
allocations in increments that are even multiples of 10%. For example, 20% of
the $1,500 Account A value in the Prime Bond Fund may be transferred to the High
Current Income Fund, but 15 1/2% may not.

Contract owners may make transfer requests in writing or by telephone, once ML
of New York receives proper telephone transfer authorization. Transfer requests
may also be made through a Merrill Lynch Financial Consultant, once ML of New
York receives proper authorization. Transfers will take effect as of the end of
the valuation period on the date the request is received at ML of New York's
Home Office. Telephone transfer requests received after 4:00 p.m. (ET) will be
deemed to have been received the following business day.

DOLLAR COST AVERAGING

The Contract offers an additional optional transfer feature called Dollar Cost
Averaging. This feature allows contract owners to reallocate value from the
Account A Domestic Money Market Subaccount to any of the

26
<PAGE>
remaining Account A investment options. Amounts will be transferred monthly to
the subaccounts specified by the contract owner. Amounts of $1,000 or more must
be allotted for transfer each month in the Dollar Cost Averaging feature.
Allocations must be designated in percentage increments that are even multiples
of 10%. No specific dollar amount designations may be made. ML of New York
reserves the right to change these minimums.

Contract owners may apply for the Dollar Cost Averaging feature at any time
prior to the annuity date. Dollar Cost Averaging transfers may continue for
anywhere from 12 to 36 months (or to the annuity date, if earlier), subject to
availability of Domestic Money Market Subaccount value for this purpose. When
the Dollar Cost Averaging feature is elected, an amount equal to the total to be
transferred during the term of the feature must have been deposited into the
Domestic Money Market Subaccount. Should the owner's interest in the Domestic
Money Market Subaccount drop below the selected monthly transfer amount, ML of
New York will notify the contract owner that an additional premium payment will
be necessary in that subaccount if he or she wants to continue in the Dollar
Cost Averaging feature.

The first Dollar Cost Averaging transfer will be effected on the first
monthiversary date after ML of New York receives the contract owner's election
at its Home Office. Subsequent Dollar Cost Averaging transfers will take effect
as of the end of the valuation period on each of the Contract's monthiversary
dates.

The main objective of the Dollar Cost Averaging feature is to shield investment
from short term price fluctuations. Since the same dollar amount is transferred
to selected subaccounts each month, more accumulation units are purchased in a
subaccount when their value is low and fewer accumulation units are purchased
when their value is high. Therefore, a lower than average cost of purchasing
accumulation units may be achieved over the long term. This plan of investing
allows contract owners to take advantage of investment fluctuations, but does
not assure a profit or protect against a loss in declining markets.

There is no charge imposed on Dollar Cost Averaging transfers. These transfers
are in addition to the annual transfers permitted under the Contract, as
described above.

Dollar Cost Averaging is an investment strategy and does not guarantee an
investment gain, nor will it protect against an investment loss when markets
have declined.

WITHDRAWALS AND SURRENDERS

Withdrawals may be made from the Contract up to six times per contract year
prior to the annuity date. The first withdrawal from Account A in any contract
year will be effected as if gain in account value and premium not subject to a
contingent deferred sales charge is withdrawn first, followed by premium on a
"first-in, first-out" basis. A contingent deferred sales charge will not be
applied to the first withdrawal in any contract year out of Account A to the
extent that the withdrawal consists of gain and/or any premium not subject to
such a charge. Where permitted by state regulation, a contingent deferred sales
charge will not be applied to that portion of the first withdrawal from Account
A in any contract year that does not exceed the greater of (a) or (b) where (a)
is 10% of total premiums paid into Account A that are subject to a contingent
deferred sales charge determined as of the date the request is received, less
any prior amount withdrawn or transferred from Account A to Account B in the
contract year, and (b) is the gain in Account A plus premiums allocated to
Account A as of the date the request is received that are not subject to a
contingent deferred sales charge. Additionally, where permitted by state
regulation, the amount withdrawn may be paid on a monthly, quarterly,
semi-annual or annual basis, if the contract owner so elects. Withdrawals may be
taxable and subject to a 10% tax penalty. (See PENALTY TAXES on page 33.)

All subsequent withdrawals from Account A in the same contract year will be
effected as if premium is

27
<PAGE>

withdrawn on a "first-in, first-out" basis before any gain in account value is
withdrawn. Therefore, premium accumulated the longest will be withdrawn first.
These withdrawals are subject to a contingent deferred sales charge. (See
CONTINGENT DEFERRED SALES CHARGE on page 21.)

There are no contingent deferred sales charges imposed on any withdrawals from
Account B. In addition, ML of New York reserves the right not to impose a
contingent deferred sales charge on withdrawals from Account A on a Contract
purchased by an employee of ML of New York or purchased by the employee's spouse
or dependents, where permitted by state regulation.

In addition, the contract owner may request monthly, quarterly, semiannual, or
annual automatic withdrawals from Account B. This optional automatic withdrawal
program can be activated or canceled by the contract owner once each contract
year. Once canceled, the program can not be activated again until the next
contract year. Withdrawal amounts may be increased or decreased at any time,
once ML of New York receives a proper request at its Home Office. There are no
contingent deferred sales charges imposed on automatic withdrawals from Account
B. These withdrawals are in addition to the annual withdrawals permitted under
the Contract, as described above. Automatic withdrawals may be included in the
contract owner's gross income in the year in which the withdrawal occurs. (See
DISTRIBUTIONS on page 32.) Withdrawals may be taxable and subject to a 10% tax
penalty. (See PENALTY TAXES on page 33.)

If the contract owner has elected both the automatic withdrawal program and a
withdrawal from Account A on a monthly, quarterly, semi-annual or annual basis,
both forms of withdrawal must be paid out on the same date(s).

The minimum amount that may be withdrawn is $300. At least $2,000 must remain in
the Contract after a withdrawal is made. ML of New York reserves the right to
change these minimums. Withdrawals will be effected as of the end of the
valuation period on the date the request is received at ML of New York's Home
Office. Unless otherwise directed by the contract owner, withdrawals will be
taken from subaccounts in the same proportion as the owner's contract value
bears to the subaccounts of the Accounts from which the withdrawal is made. A
withdrawal may be effected by telephone, once a proper authorization form is
submitted to ML of New York's Home Office, if the amount withdrawn is to be paid
into a Merrill Lynch, Pierce, Fenner & Smith Incorporated brokerage account.
Otherwise, a withdrawal request must be submitted by the contract owner in
writing to ML of New York's Home Office. Telephone withdrawal requests received
after 4:00 p.m. (ET) will be deemed to have been received the following business
day.

The Contract may be surrendered at any time prior to the annuity date. To
surrender the Contract through a full withdrawal, the Contract must be delivered
to ML of New York's Home Office. The surrender will be effected as of the end of
the valuation period on the date the Contract is received at ML of New York's
Home Office. The amount payable on surrender is the contract value as of the end
of the valuation period when the surrender is effected, less any applicable
contingent deferred sales charge, less the contract maintenance charge if the
contract value is less than $50,000 and that valuation period is not a contract
anniversary, less any applicable charge for premium taxes. (See CHARGES AND
DEDUCTIONS on page 20.)

Withdrawals will decrease the contract value. Withdrawals from either Account A
or Account B may be taxable and subject to a 10% tax penalty. (See FEDERAL
INCOME TAXES on page 31.)

PAYMENTS TO CONTRACT OWNERS

ML of New York will generally pay the amount of any withdrawal or surrender, any
annuity payment or death benefit, minus any applicable charges, premium taxes or
tax withholding, within seven days of receipt of a proper request at its Home
Office. However, ML of New York may delay the payment of any withdrawal,

28
<PAGE>
surrender, or death benefit, or the processing of any annuity payment or
transfer request if (a) the New York Stock Exchange is closed, other than for a
customary weekend or holiday; (b) trading on the New York Stock Exchange is
restricted by the Securities and Exchange Commission; (c) the Securities and
Exchange Commission declares that an emergency exists such that it is not
reasonably practical to dispose of securities held in the Accounts or to
determine the value of their assets; (d) the Securities and Exchange Commission
by order so permits for the protection of security holders; or (e) payment is
derived from a check used to make a premium payment which has not cleared
through the banking system.

ANNUITY DATE

The contract owner selects an annuity date when the Contract is applied for. The
annuity date may be changed up to 30 days prior to that date. Generally, the
annuity date for nonqualified Contracts may not be later than the annuitant's
85th birthday. For IRA Contracts, the annuity date may not be later than when
the owner/annuitant reaches the age of 70 1/2 unless the contract owner selects
a later annuity date. If no annuity date is chosen, the annuity date will
automatically be the date on which the annuitant reaches age 85 or 70 1/2, as
outlined above.

The first annuity payment will be made on the annuity date, and payments will
continue thereafter according to the schedule of the annuity option selected.

Contract owners may select from a variety of fixed annuity payment options, as
outlined below in ANNUITY OPTIONS.

ANNUITY OPTIONS

The Contract provides a choice of fixed annuity payment options. If an annuity
option is not chosen by the contract owner, ML of New York will automatically
effect the Life Annuity with Payments Guaranteed for 10 Years annuity option
when the contract owner reaches age 85 (age 70 1/2 for an IRA Contract). The
annuity option may be changed up to 30 days prior to the annuity date. ML of New
York reserves the right to limit annuity options available to IRA contract
owners to comply with provisions of the Internal Revenue Code or regulations
thereunder. On the annuity date, the entire contract value, after a deduction
for the cost of any applicable premium taxes, will be transferred to ML of New
York's general account, from which the annuity payments will be made. The amount
of each payment is predetermined.

The dollar amount of annuity payments is determined by the contract value on the
annuity date, applied to ML of New York's then current annuity purchase rates.
These rates will be furnished on request. The rates will never be less favorable
than those shown in the Contract.

If the age and/or sex of the annuitant was misstated to ML of New York,
resulting in an incorrect calculation of annuity payments on a Contract, future
annuity payments on that Contract will be adjusted to reflect the correct age
and/or sex. Any amount ML of New York overpaid as the result of a misstatement
will be deducted from future payments with 6% annual interest charges. Any
amount ML of New York underpaid as the result of a misstatement will be paid in
full with the next payment made with 6% annual interest credited.

If the contract value on the annuity date, after the deduction for the cost of
any applicable premium taxes, is less than $2,000 (or a different minimum
amount, if required by state law), ML of New York may pay the annuity benefits
in a lump sum, rather than as periodic payments. If any annuity payment would be
less than $20 (or a different minimum amount, if required by state law), the
frequency of payments may be changed so that all payments will be at least $20
(or the minimum amount required by state law). Otherwise, the contract

29
<PAGE>
owner has the following annuity payment options. ML of New York reserves the
right to permit additional annuity payment options.

- - PAYMENTS OF A FIXED AMOUNT--Equal payments in an amount chosen by the
contract owner will be guaranteed until the sum of all annuity payments
equals the contract value transferred to ML of New York's general account
on the annuity date, adjusted for interest credited as shown in the
Contract. The amount chosen must provide for payments for at least five
years. Payments are guaranteed irrespective of the annuitant's life. If the
annuitant dies before the end of the guarantee period, the
contract owner may elect to receive the present value of the remaining
guaranteed payments in a lump sum. If the contract owner dies while
guaranteed amounts remain unpaid, his or her beneficiary may elect to
receive the present value of the remaining guaranteed payments in a lump
sum.

- - PAYMENTS FOR A FIXED PERIOD--Payments will be made for five years or a
longer period if selected by the contract owner. Payments are guaranteed
irrespective of the annuitant's life. If the annuitant dies before the end
of the guarantee period, the contract owner may elect to receive the
present value of the remaining guaranteed payments in a lump sum. If the
contract owner dies while guaranteed amounts remain unpaid, his or her
beneficiary may elect to receive the present value of the remaining
guaranteed payments in a lump sum.

- - *LIFE ANNUITY--Payments will be made for the life of the annuitant.
Payments will cease with the last payment due before the annuitant's death.

- - LIFE ANNUITY WITH PAYMENTS GUARANTEED FOR 10 OR 20 YEARS--Payments will be
made for the life of the annuitant. In addition, even if the annuitant dies
before the guarantee period ends, payments will be guaranteed for either 10
or 20 years as selected by the contract owner. If the annuitant dies before
the end of the guarantee period, the contract owner may elect to receive
the present value of the remaining guaranteed payments in a lump sum. If
the contract owner dies while guaranteed amounts remain unpaid, his or her
beneficiary may elect to receive the present value of the remaining
guaranteed payments in a lump sum.

- - LIFE ANNUITY WITH GUARANTEED RETURN OF CONTRACT VALUE--Payments will be
made for the life of the annuitant. In addition, even if the annuitant dies
beforehand, payments will be guaranteed until the sum of all annuity
payments equals the contract value transferred to ML of New York's general
account on the annuity date, adjusted for interest credited as shown in the
Contract.

- - *JOINT AND SURVIVOR LIFE ANNUITY--Payments will be made for the lives of
the annuitant and a designated second person. Payments will continue as
long as either one is living.

- - INDIVIDUAL RETIREMENT ACCOUNT ANNUITY--This annuity option is available
only to IRA contract owners. Payments will be made annually based on either
(a) the life expectancy of the owner/ annuitant; (b) the joint life
expectancy of the owner/annuitant and his or her spouse; or (c) the life
expectancy of the surviving spouse if the owner/annuitant dies before the
annuity date. Each annual payment will be equal to the remaining contract
value transferred to ML of New York's general account, divided by the then
current life expectancy chosen, as defined by Internal Revenue Service
regulations. Payments will be made on each anniversary of the annuity date.
If the measuring life or lives dies before the remaining value has been
distributed, that value will be paid to the contract owner in a lump sum.

*These options are life annuities. Therefore, it is possible for the payee to
receive only one annuity payment if the person (or persons) on whose life
(lives) payment is based dies after only one payment or to receive only two
annuity payments if that person (those persons) dies after only two payments,
etc.

UNISEX

Generally, the Contract provides for sex-distinct annuity purchase rates for
life annuities. However, in those

30
<PAGE>
states that have adopted regulations prohibiting sex-distinct rates, blended
unisex annuity purchase rates for life annuities will be applied, whether the
annuitant is male or female. Unisex annuity purchase rates will provide the same
annuity payments for male or female annuitants that are the same age on their
annuity dates.

Employers and employee organizations considering purchasing the Contract should
consult with their legal adviser to determine whether purchasing the Contract
based on sex-distinct annuity purchase rates is consistent with Title VII of the
Civil Rights Act of 1964 or other applicable law. ML of New York may offer such
contract owners Contracts based on unisex annuity purchase rates.

FEDERAL INCOME TAXES

INTRODUCTION

The Contracts are designed for use in connection with retirement plans that are
not qualified plans under the provisions of the Internal Revenue Code and also
Individual Retirement Annuities (IRAs). The ultimate effect of federal income
taxes on contract value, on annuity payments, and on the economic benefit to the
contract owner, depends on the type of retirement plan for which the Contract is
purchased, on whether the investments of the Accounts meet Internal Revenue
Service diversification standards (discussed below) and on the tax status of the
individual concerned. The following discussion is general in nature and is not
intended as tax advice. This discussion is not intended to address the tax
consequences resulting from all situations in which a person may by entitled to
or may receive a distribution under the Contract. Contract owners should consult
a competent tax adviser before initiating any transaction. This discussion is
based on the Company's understanding of current federal income tax laws as
currently interpreted by the Internal Revenue Service and generally does not
discuss or consider any applicable state or other tax laws. No representation is
made as to the likelihood of continuation of current federal income tax laws or
of the current interpretations by the Internal Revenue Service. ML OF NEW YORK
DOES NOT MAKE ANY GUARANTEE REGARDING THE TAX STATUS OF ANY CONTRACT OR ANY
TRANSACTION INVOLVING THE CONTRACTS.

ML OF NEW YORK'S TAX STATUS

ML of New York is taxed as a life insurance company under the Internal Revenue
Code. The Accounts are not a separate entity and for tax purposes their
operations are part of the Company's. Therefore, the Company will be liable for
any taxes attributable to the Accounts. Under existing federal income tax law
the investment income of the Accounts is includable in the Company's gross
income. ML of New York currently incurs no income taxes on this income. ML of
New York reserves the right, however, to deduct from the Accounts any such taxes
which are imposed on the investment earnings or taxes measured by or
attributable to the receipt of premium.

TAXATION OF ANNUITIES

IN GENERAL

Section 72 of the Internal Revenue Code governs taxation of annuities in
general. With respect to contracts held by natural persons, ML of New York
believes that the contract owner is not taxed on increases in the value of the
Contract until distribution occurs, either in the form of a withdrawal or as
annuity payments under the annuity option elected. The taxable portion of a
distribution (in the form of a single sum payment or an annuity) is taxable as
ordinary income. Additionally, certain transfers of a Contract for less than
full consideration, such as a gift, will trigger tax on the excess of the net
contract value over the contract owner's investment in the Contract.

31
<PAGE>
REQUIRED DISTRIBUTIONS

In order to be treated as an annuity contract for federal income tax purposes,
section 72(s) of the Code requires any nonqualified Contract to provide that (a)
if any contract owner dies on or after the annuity commencement date but prior
to the time the entire interest in the Contract has been distributed, the
remaining portion of such interest will be distributed at least as rapidly as
under the method of distribution being used as of the date of that contract
owner's death; and (b) if any contract owner dies prior to the annuity
commencement date, the entire interest in the Contract will be distributed
within five years after the date of the contract owner's death. These
requirements will be considered satisfied as to any portion of the contract
owner's interest which is payable to or for the benefit of a "designated
beneficiary" and which is distributed over the life of such "designated
beneficiary" or over a period not extending beyond the life expectancy of that
beneficiary, provided that such distributions begin within one year of that
owner's death/ The contract owner's "designated beneficiary" (referred to herein
as the "Owner's Beneficiary") is the person designated by such contract owner as
a beneficiary and to whom ownership of the Contract passes by reason of death
and must be a natural person. However, if the contract owner's "designated
beneficiary" is the surviving spouse of the contract owner, the Contract may be
continued with the surviving spouse as the new owner. Solely for purposes of
applying the provisions of Secton 72(s) of the Code, when nonqualified Contracts
are held by other than a natural person, the death of, or change of, the
annuitant is treated as the death of the contract owner.

The nonqualified Contracts contain provisions which are intended to comply with
the requirements of section 72(s) of the Code, although no regulations
interpreting these requirements have yet been issued. The Company intends to
review such provisions and modify them if necessary to assure that they comply
with the requirements of Code section 72(s) when clarified by regulation or
otherwise. Other rules may apply to IRAs.

NON-NATURAL OWNERS

Nonqualified contracts held by other than a natural person generally are not
treated as annuities, and the contract owner generally must include in income
any increase in the excess of the contract value over the contract owner's
investment in the Contract. This is not applicable to trusts or other entities
acting as an agent for a natural person, and there are certain other exceptions
to this rule. Prospective contract owners who are not natural persons should
consult a competent tax adviser.

DISTRIBUTIONS

The taxable portion of annuity payments is generally determined by a formula
that establishes the ratio that the cost basis of the contract bears to the
expected return under the contract. After such time as the sum of the nontaxable
portion of annuity payments received equals the sum of premium payments
(adjusted for any withdrawals or outstanding loans), all subsequent annuity
payments are fully taxable as ordinary income. With respect to nonqualified
Contracts, partial withdrawals of contract value are treated as taxable income
to the extent that the contract value just before the withdrawal exceeds the
investment in the Contract. The assignment or pledge (or agreement to assign or
pledge) of any portion of the value of the Contract shall be treated as a
withdrawal subject to this rule. Full withdrawals are treated as taxable income
under section 72(e) of the Internal Revenue Code to the extent that the net
amount received exceeds the investment in the Contract. (For the tax treatment
of any premium paid prior to August 14, 1982, under another annuity contract,
which contract has been exchanged for this Contract, consult your tax adviser.)
Amounts may be distributed from a Contract because of the death of the owner.
Generally, such amounts are includable in the income of the recipient as
follows: (1) if distributed in a lump sum, the amount is taxed in the same
manner as a full withdrawal; or (2) if distributed under a payment option, the
amounts are taxed in the same manner

32
<PAGE>
as annuity payments. For both withdrawals and annuity payments under qualified
plans, there may be no cost basis in the contract within the meaning of Section
72 of the Internal Revenue Code, and the total amount received may be taxable as
ordinary income.

MULTIPLE ANNUITY CONTRACTS

All nonqualified annuity contracts entered into after October 21, 1988 that are
issued by ML of New York (or its affiliates) to the same owner during any
calendar year are treated as one annuity contract for purposes of determining
the amount includable in gross income under Section 72(e) of the Internal
Revenue Code. In addition, the Treasury Department has specific authority to
issue regulations that prevent the avoidance of Section 72(e) through the serial
purchase of annuity contracts or otherwise. Congress has also indicated that the
Treasury Department may have authority to treat the combination purchase of an
immediate annuity contract and a separate deferred annuity contract as a single
annuity contract under its general authority to prescribe rules as may be
necessary to enforce the income tax laws.

PENALTY TAXES

A penalty tax may be imposed equal to 10% of the taxable income portion of a
withdrawal. The penalty tax applies to both nonqualified Contracts and IRAs,
with different exceptions for each. The exceptions applicable to both
nonqualified Contracts and IRAs include (a) distributions made at or after the
contract owner attains age 59 1/2, (b) distributions made on or after the
contract owner's death, (c) distributions attributable to the contract owner's
disability, and (d) substantially equal periodic payments for the contract
owner's life or life expectancy (or joint life or joint life expectancy of the
contract owner and a second designated person). In certain circumstances, other
exceptions may apply. Other tax penalties may apply to certain distributions
under IRAs.

INTERNAL REVENUE SERVICE DIVERSIFICATION STANDARDS

The Internal Revenue Service has published regulations prescribing
diversification standards to be met by nonqualified variable annuity contracts
as a condition to being taxed as annuities under Section 72 of the Internal
Revenue Code. The standards provide that investments of a subaccount of the
Accounts are adequately diversified if no more than (a) 55% of the value of its
assets is represented by any one investment, (b) 70% is represented by any two
investments, (c) 80% is represented by any three investments, and (d) 90% is
represented by any four investments. It is ML of New York's opinion that each
subaccount of the Accounts will meet the diversification standards imposed by
the Internal Revenue Service.

The Treasury Department has announced that the diversification regulations do
not provide guidance concerning the extent to which contract owners may direct
their investments to particular subaccounts of a separate account. Such guidance
will be included in regulations or Revenue Rulings under Section 817(d) of the
Internal Revenue Code relating to the definition of a variable contract. It is
unknown what standards will be adopted in such regulations. ML of New York,
however, believes that according to current law the Contract will be treated as
an annuity for federal income tax purposes and that the Company, not the
contract owner, will be treated as the owner of the contract investments.

The ownership rights under the Contract are similar to, but different in certain
respects from, those described by the Internal Revenue Service in rulings in
which it determined that the owners were not owners of separate account assets.
For example, the owner of the Contract has additional flexibility in allocating
premium payments and account values. These differences could result in the owner
being treated as the owner of the assets of the Accounts. ML of New York
reserves the right to modify the Contract as necessary to prevent the contract
owner from being considered the owner of the assets of the Accounts for federal
tax

33
<PAGE>
purposes. Any such changes will apply uniformly to affected contract owners and
will be made with such notice to affected contract owners as is feasible under
the circumstances.

IRA CONTRACTS

Section 408 of the Internal Revenue Code permits eligible individuals to
contribute to an individual retirement program known as an Individual Retirement
Annuity ("IRA"). IRAs are subject to limits on the amount that may be
contributed, the contributions that may be deducted from taxable income, the
persons who may be eligible, and on the time when distributions may commence and
the duration of those distributions. Also, distributions from certain other
types of qualified plans may be "rolled over" on a tax-deferred basis into an
IRA. The ultimate effect of federal income taxes on the amounts contributed to
and held under a Contract, on annuity payments, and on the economic benefit to
the contract owner, the annuitant, or the beneficiary depends on the tax and
employment status of the individual concerned and on ML of New York's tax
status. In addition, certain requirements must be satisfied in purchasing an IRA
with proceeds from a tax qualified retirement plan and receiving distributions
from an IRA in order to continue receiving favorable tax treatment. Sales of the
Contract for use with IRAs may be subject to special disclosure requirements of
the Internal Revenue Service. Purchasers of the Contract for use with IRAs will
be provided with supplemental information required by the Internal Revenue
Service or other appropriate agency. Such purchasers will have the right to
revoke the Contract within seven days of the earlier of the establishment of the
IRA or the purchase of the Contract. Purchasers should seek competent tax advice
as to the suitability of the Contract for use with or as an IRA.

TRANSFERS, ASSIGNMENTS, OR EXCHANGES OF A CONTRACT

A transfer of ownership of the Contract, the designation of an annuitant who is
not also the owner, or the exchange of the Contract may result in certain tax
consequences to the contract owner that are not discussed herein. A contract
owner contemplating any such transfer, assignment, or exchange should contact a
competent tax adviser with respect to the potential tax effects of such a
transaction.

WITHHOLDING

Unless the contract owner elects to the contrary, the taxable portion of any
amounts received under the Contract will be subject to withholding to meet
federal and state income tax obligations. The rate of withholding on annuity
payments will generally be determined on the basis of the withholding
certificate filed by the contract owner with ML of New York. If no such
certificate is filed, the contract owner will be treated, for purposes of
determining the withholding rate, as a married person with three exemptions.

The rate of withholding on all other payments made under the Contract, such as
amounts received upon withdrawals, will generally be 10%. Thus, if the contract
owner fails to elect that there be no withholding, ML of New York will withhold
from every withdrawal or annuity payment the appropriate percentage of the
amount of the payment that is taxable. ML of New York will provide the contract
owner with forms and instructions concerning the right to elect that no amount
be withheld from payments. Generally, there will be no withholding for taxes
until payments are actually received under the Contract.

OTHER TAX CONSEQUENCES

ML of New York does not make any guarantee regarding the tax status of the
Contract or any transaction regarding the Contract. As noted above, the
foregoing discussion of the income tax consequences under the Contract is not
exhaustive and special rules are provided with respect to other tax situations
not discussed in the Prospectus. Further, the income tax consequences discussed
herein reflect the Company's understanding

34
<PAGE>
of current law and the law may change. Federal estate and state and local
estate, inheritance, and other tax consequences of ownership or receipt of
distributions under the Contract depend on the individual circumstances of each
contract owner or recipient of the distribution. A competent tax adviser should
be consulted for further information.

OTHER INFORMATION

VOTING RIGHTS

ML of New York is the legal owner of all Fund shares held in the Accounts. As
the owner, it has the right to vote on any matter put to vote at the Funds'
shareholder meetings. However, ML of New York will vote all Fund shares
attributable to Contracts according to instructions received from contract
owners. Shares attributable to Contracts for which no voting instructions are
received will be voted in the same proportion as shares in the respective
subaccounts for which instructions are received. Shares not attributable to
Contracts will also be voted in the same proportion as shares in the respective
subaccounts for which instructions are received. If any federal securities laws
or regulations, or their present interpretation, change to permit ML of New York
to vote Fund shares in its own right, it may elect to do so.

Contract owners have voting rights prior to their annuity date. They may give
voting instructions concerning (1) the election of the Funds' Board of
Directors; (2) ratification of the Funds' independent accountant; (3) approval
of the investment advisory agreement for a Fund corresponding to the contract
owner's selected subaccounts; (4) any change in the fundamental investment
policy of a Fund corresponding to the contract owner's selected subaccounts; and
(5) any other matter requiring a vote of the Funds' shareholders. The number of
shares for which a contract owner may give voting instructions prior to the
annuity date is determined by dividing the contract owner's interest in a
subaccount by the net asset value per share of the corresponding Fund. The
number of shares for which contract owners may give voting instructions will be
determined as of a record date chosen by ML of New York. The record date will be
no earlier than 90 days prior to the shareholders meeting.

After the annuity date, contract owners no longer have voting rights, since
their contract value has then been moved out of the Funds.

Contract owners will receive periodic reports relating to the Funds in which
they have an interest including proxy material and voting instruction forms.

REPORTS TO CONTRACT OWNERS

At least once each contract year prior to the annuity date, contract owners will
be sent a statement that provides information pertinent to their own Contract.
The statement will outline all Contract transactions during the year, the
Contract's current number of accumulation units, the value of each accumulation
unit, and the total contract value.

Contract owners will also be sent an annual and a semiannual report containing
financial statements and a list of portfolio securities of the Funds, as
required by the Investment Company Act of 1940.

SELLING THE CONTRACT

Merrill Lynch, Pierce, Fenner & Smith Incorporated is the principal underwriter
of the Contract. It was organized in 1958 under the laws of the state of
Delaware and is registered as a broker-dealer under the Securities Exchange Act
of 1934. It is a member of the National Association of Securities Dealers, Inc.

35
<PAGE>
("NASD"). Merrill Lynch, Pierce, Fenner & Smith Incorporated's principal
business address is World Financial Center, 250 Vesey Street, New York, New York
10281.

Contracts are sold by registered representatives (Financial Consultants) of
Merrill Lynch, Pierce, Fenner & Smith Incorporated who are also licensed through
Merrill Lynch Life Agency, Inc. as insurance agents for ML of New York. ML of
New York has entered into a distribution agreement with Merrill Lynch, Pierce,
Fenner & Smith Incorporated and a companion sales agreement with Merrill Lynch
Life Agency, Inc. through which agreements the Contracts are sold and the
Financial Consultants are compensated by Merrill Lynch Life Agency, Inc. and/or
Merrill Lynch, Pierce, Fenner & Smith Incorporated. The maximum commission paid
to the Financial Consultant is 2.0% of each premium allocated to Separate
Account A. In addition, on the annuity date, the Financial Consultant will
receive additional compensation of no more than 1.4% of contract value not
subject to a contingent deferred sales charge. Additional annual compensation of
no more than 0.50% of contract value may also be paid to the Financial
Consultant. Commission may be paid in the form of non-cash compensation. ML of
New York reserves the right not to pay commission or annuity date compensation
on Contracts purchased by employees of ML of New York or Contracts purchased by
the employees' spouses or dependents.

The maximum commission ML of New York will pay to Merrill Lynch Life Agency,
Inc. to be used to pay commissions to Financial Consultants is 3.5% of each
premium allocated to Separate Account A.

Merrill Lynch, Pierce, Fenner & Smith Incorporated may arrange for sales of the
Contract by other broker-dealers who are registered under the Securities
Exchange Act of 1934 and are members of the NASD. Registered representatives of
these other broker-dealers may be compensated on a different basis than Merrill
Lynch, Pierce, Fenner & Smith Incorporated registered representatives.

STATE REGULATION

ML of New York is subject to the laws of the State of New York and to the
regulations of the New York Insurance Department. It is also subject to the
insurance laws and regulations of all jurisdictions in which it is licensed to
do business.

An annual statement in the prescribed form is filed with the insurance
departments of jurisdictions where ML of New York does business disclosing the
Company's operations for the preceding year and its financial condition as of
the end of that year. Insurance department regulation includes periodic
examination to verify Contract liabilities and reserves and to determine
solvency and compliance with all insurance laws and regulations. ML of New
York's books and accounts are subject to insurance department review at all
times. A full examination of ML of New York's operations is conducted
periodically by the New York Insurance Department and under the auspices of the
National Association of Insurance Commissioners.

LEGAL PROCEEDINGS

There are no legal proceedings to which the Accounts are a party or to which the
assets of the Accounts are subject. ML of New York and Merrill Lynch, Pierce,
Fenner & Smith Incorporated are engaged in various kinds of routine litigation
that, in the Company's judgment, is not material to its total assets. No
litigation relates to the Accounts.

EXPERTS

The financial statements of ML of New York as of December 31, 1993 and 1992 and
for each of the three years in the period ended December 31, 1993 and of the
Accounts as of December 31, 1993 and 1992 and each of the

36
<PAGE>

periods presented in the Statement of Additional Information have been audited
by Deloitte & Touche, independent auditors, as stated in their reports appearing
therein, and have been so included in reliance upon the reports of such firm
given upon their authority as experts in accounting and auditing. Deloitte &
Touche's principal business address is 1633 Broadway, New York, New York
10019-6754.

LEGAL MATTERS

The organization of the Company, its authority to issue the Contract, and the
validity of the form of the Contract have been passed upon by Barry G. Skolnick,
ML of New York's Senior Vice President and General Counsel. Sutherland, Asbill &
Brennan of Washington, D.C. has provided advice on certain matters relating to
federal securities laws.

REGISTRATION STATEMENTS

Registration statements have been filed with the Securities and Exchange
Commission under the Securities Act of 1933 and the Investment Company Act of
1940 that relate to the Contract and its investment options. This Prospectus
does not contain all of the information in the registration statements as
permitted by Securities and Exchange Commission regulations. The omitted
information can be obtained from the Securities and Exchange Commission's
principal office in Washington, D.C., upon payment of a prescribed fee.

TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

The contents of the Statement of Additional Information for the Contract include
the following: OTHER INFORMATION
General Information and History
Principal Underwriter
Financial Statements
Administrative Services Arrangements
CALCULATION OF YIELDS AND TOTAL RETURNS
FINANCIAL STATEMENTS OF ML OF NEW YORK VARIABLE ANNUITY
SEPARATE ACCOUNT A
FINANCIAL STATEMENTS OF ML OF NEW YORK VARIABLE ANNUITY
SEPARATE ACCOUNT B
FINANCIAL STATEMENTS OF ML LIFE INSURANCE COMPANY OF NEW YORK

37
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
MAY 1, 1994

ML OF NEW YORK VARIABLE ANNUITY SEPARATE ACCOUNT A
AND
ML OF NEW YORK VARIABLE ANNUITY SEPARATE ACCOUNT B
FLEXIBLE PREMIUM INDIVIDUAL DEFERRED VARIABLE ANNUITY CONTRACT
ALSO KNOWN AS
MODIFIED SINGLE PREMIUM INDIVIDUAL DEFERRED
VARIABLE ANNUITY CONTRACT
ISSUED BY
ML LIFE INSURANCE COMPANY OF NEW YORK

HOME OFFICE: 100 CHURCH STREET, 11TH FLOOR
NEW YORK, NEW YORK 10080-6511

PHONE: (800) 333-6524
OFFERED THROUGH
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

This individual deferred variable annuity contract (the "Contract") is designed
to provide comprehensive and flexible ways to invest and to create a source of
income protection for later in life through the payment of annuity benefits. An
annuity is intended to be a long term investment. Contract owners should
consider their need for deferred income before purchasing the Contract. The
Contract is issued by ML Life Insurance Company of New York ("ML of New York")
both on a nonqualified basis, and as an Individual Retirement Annuity ("IRA")
that is given qualified tax status.

This Statement of Additional Information is not a Prospectus and should be read
together with the Contract's Prospectus dated May 1, 1994, which is available on
request and without charge by writing to or calling ML of New York at its Home
Office address or phone number set forth above.
<PAGE>
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
OTHER INFORMATION.......................................................................................... 3
General Information and History............................................................................ 3
Principal Underwriter...................................................................................... 3
Financial Statements....................................................................................... 3
Administrative Services Arrangements....................................................................... 3
CALCULATION OF YIELDS AND TOTAL RETURNS.................................................................... 3
FINANCIAL STATEMENTS OF ML OF NEW YORK VARIABLE ANNUITY SEPARATE ACCOUNT A................................. 8
FINANCIAL STATEMENTS OF ML OF NEW YORK VARIABLE ANNUITY SEPARATE ACCOUNT B................................. 20
FINANCIAL STATEMENTS OF ML LIFE INSURANCE COMPANY OF NEW YORK.............................................. 26
</TABLE>

2
<PAGE>
OTHER INFORMATION

GENERAL INFORMATION AND HISTORY

ML Life Insurance Company of New York ("ML of New York") is a stock life
insurance company organized under the laws of the State of New York in 1973.
Prior to September 11, 1991, ML of New York conducted its business under the
name Royal Tandem Life Insurance Company. The name change was effected under the
authority of the New York Insurance Department.

PRINCIPAL UNDERWRITER

Merrill Lynch, Pierce, Fenner & Smith Incorporated, an affiliate of ML of New
York, performs all sales and distribution functions regarding the Contracts and
may be deemed the principal underwriter of ML of New York Variable Annuity
Separate Account A and ML of New York Variable Annuity Separate Account B (the
"Accounts") under the Investment Company Act of 1940. The offering is
continuous. For the years ended December 31, 1993 and 1992, Merrill Lynch,
Pierce, Fenner & Smith Incorporated received $3,902,515 and $25,179,
respectively, in commissions in connection with the sale of the Contracts.

FINANCIAL STATEMENTS

The financial statements of ML of New York included in this Statement of
Additional Information should be distinguished from the financial statements of
the Accounts and should be considered only as bearing upon the ability of ML of
New York to meet any obligations it may have under the Contract.

ADMINISTRATIVE SERVICES ARRANGEMENTS

ML of New York has entered into a Service Agreement with its parent, Merrill
Lynch Insurance Group, Inc. ("MLIG") pursuant to which ML of New York can
arrange for MLIG to provide directly or through affiliates certain services.
Pursuant to this agreement, ML of New York has arranged for MLIG to provide
certain administrative services for the Accounts and the Contracts, and MLIG, in
turn, has arranged for a subsidiary, Merrill Lynch Insurance Group Services,
Inc. ("MLIG Services"), to provide these services. Compensation for these
services, which will be paid by ML of New York, will be based on the charges and
expenses incurred by MLIG Services, and will reflect MLIG Services' actual
costs. For the years ended December 31, 1993, 1992 and 1991, ML of New York paid
administrative services fees of $5.7 million, $5.4 million and $5.0 million
respectively.

CALCULATION OF YIELDS AND TOTAL RETURNS

MONEY MARKET YIELDS

From time to time, ML of New York may quote in advertisements and sales
literature the current annualized yield for the Domestic Money Market Subaccount
of Account A and the Reserve Assets Subaccount of Account B for a 7-day period
in a manner that does not take into consideration any realized or unrealized
gains or losses on shares of the underlying Funds or on their respective
portfolio securities. The current annualized yield is computed by: (a)
determining the net change (exclusive of realized gains and losses on the sales
of securities and unrealized appreciation and depreciation) at the end of the
7-day period in the value of a hypothetical account under a Contract having a
balance of 1 unit at the beginning of the period, (b) dividing such net change
in account value by the value of the account at the beginning of the period to
determine the base period return, and (c) annualizing this quotient on a 365-day
basis. The net change in account value reflects: (1) net income from the Fund
attributable to the hypothetical account; and (2) charges and deductions imposed
under the Contract which are attributable to the hypothetical account. The
charges and deductions include the per unit charges for the hypothetical account
for: (1) the mortality and expense risk charge; (2) the administration charge in
the case of the Domestic Money Market Subaccount; and (3) the annual contract
maintenance charge. For purposes of calculating current yields for a Contract,
an average per unit contract maintenance charge is used, as described below.
Current yield will be calculated according to the following formula:

Current Yield = ((NCF-ES/UV) X (365/7)

Where:

3
<PAGE>

<TABLE>
<S> <C> <C>
ES = per unit expenses for the hypothetical account for the 7-day period.
UV = the unit value of the first day of the 7-day period.
</TABLE>

ML of New York also may quote the effective yield of the Domestic Money Market
Subaccount or the Reserve Assets Subaccount for the same 7-day period,
determined on a compounded basis. The effective yield is calculated by
compounding the unannualized base period return according to the following
formula:

Effective Yield = (1 + ((NCF-ES)/UV)) 365/7 =1

Where:

<TABLE>
<S> <C> <C>
NCF = the net change in the value of the Fund (exclusive of realized gains and losses on
the sale of securities and unrealized appreciation and depreciation) for the 7-day
period attributable to a hypothetical account having a balance of 1 unit.
ES = per unit expenses of the hypothetical account for the 7-day period.
UV = the unit value for the first day of the 7-day period.
</TABLE>

The effective yield for the Domestic Money Market subaccount for the 7-day
period ended December 31, 1993 was 2.55%. The effective yield for the Reserve
Assets subaccount for the 7-day period ended December 31, 1993 was 1.83%.

Because of the charges and deductions imposed under the Contract, the yield for
the Domestic Money Market Subaccount and the Reserve Assets Subaccount will be
lower than the yield for the corresponding underlying Fund.

The yields on amounts held in the Domestic Money Market Subaccount or the
Reserve Assets Subaccount normally will fluctuate on a daily basis. Therefore,
the disclosed yield for any given past period is not an indication or
representation of future yields or rates of return. The actual yield for those
subaccounts is affected by changes in interest rates on money market securities,
average portfolio maturity of the underlying Fund, the types and qualities of
portfolio securities held by the Fund and the Fund's operating expenses. Yields
on amounts held in the Domestic Money Market Subaccount and Reserve Assets
Subaccount may also be presented for periods other than a 7-day period.

OTHER SUBACCOUNT YIELDS

From time to time, ML of New York may quote in sales literature or
advertisements the current annualized yield of one or more of the Account A
subaccounts (other than the Domestic Money Market Subaccount) for a Contract for
30-day or one-month periods. The annualized yield of a subaccount refers to
income generated by the subaccount over a specified 30-day or one-month period.
Because the yield is annualized, the yield generated by the subaccount during
the 30-day or one-month period is assumed to be generated each period over a
12-month period. The yield is computed by: (1) dividing the net investment
income of the Fund attributable to the subaccount units less subaccount expenses
for the period; by (2) the maximum offering price per unit on the last day of
the period times the daily average number of units outstanding for the period;
then (3) compounding that yield for a 6-month period; and then (4) multiplying
that result by 2. Expenses attributable to the subaccount include the mortality
and expense risk charge, the administration charge and the annual contract
maintenance charge. For purposes of calculating the 30-day or one-month yield,
an average contract maintenance charge per dollar of contract value in the
subaccount is used to determine the amount of the charge attributable to the
subaccount for the 30-day or one-month period, as described below. The 30-day or
one-month yield is calculated according to the following formula:

Yield = 2 X ((((NY-ES)/(U X UV)) + 1)6 - 1)
Where:

<TABLE>
<S> <C> <C>
NI = net investment income of the Fund for the 30-day or one-month period attributable
to the subaccount's units.
ES = expenses of the subaccount for the 30-day or one-month period.
U = the average number of units outstanding.
UV = the unit value at the close of the last day in the 30-day or one-month period.
</TABLE>

4
<PAGE>
Currently, ML of New York may quote yields on bond subaccounts within Account A.
The yield for those subaccounts for the 30-day period ended December 31, 1993
was:

<TABLE>
<CAPTION>
NAME OF SUBACCOUNT YIELD
- --------------------------------------------- ----------
<S> <C>
Prime Bond 4.05%
High Current Income 6.86%
American Balanced 1.32%
World Income Focus 4.23%
</TABLE>

Because of the charges and deductions imposed under the Contracts, the yield for
an Account A subaccount will be lower than the yield for the corresponding Fund.

The yield on the amounts held in the Account A subaccounts normally will
fluctuate over time. Therefore, the disclosed yield for any given past period is
not an indication or representation of future yields or rates of return. A
subaccount's actual yield is affected by the types and quality of portfolio
securities held by the corresponding Fund, and its operating expenses.

Yield calculations do not take into account the declining contingent deferred
sales charge under the Contract of amounts surrendered or withdrawn under the
Contract deemed to consist of premiums paid within the preceding seven years. A
contingent deferred sales charge will not be imposed on the first withdrawal in
any Contract year to the extent that it is deemed to consist of gain on premiums
paid during the preceding seven contract years and/or premiums not subject to
such a charge.

TOTAL RETURNS

From time to time, ML of New York also may quote in sales literature or
advertisements, total returns, including average annual total returns for one or
more of the subaccounts for various periods of time. ML of New York will always
include quotes of average annual total return for the period measured from the
date the subaccount commenced operations until it has been in operation for more
than 10 years. In addition, the average annual total returns will be provided
for an Account A subaccount or Account B for 1, 5 and 10 years, or for a shorter
period, if applicable. For the year ended December 31, 1993, returns were:

<TABLE>
<CAPTION>
NAME OF SUBACCOUNT RETURN
- --------------------------------------------- ----------
<S> <C>
Prime Bond 4.41%
High Current Income 10.15%
Quality Equity 6.92%
Equity Growth 10.09%
Flexible Strategy 8.14%
Natural Resources Focus 2.95%
American Balanced 5.86%
Global Strategy Focus 13.29%
</TABLE>

For those subaccounts only in operation since July 1, 1993, returns for the
period from July 1, 1993 until December 31, 1993 were:

<TABLE>
<CAPTION>
NAME OF SUBACCOUNT RETURN
- --------------------------------------------- ----------
<S> <C>
Basic Value Focus 3.52%
World Income Focus -3.12%
Global Utility Focus -1.38%
International Equity Focus 5.02%
</TABLE>

Total returns assume the Contract was surrendered at the end of the period
shown, and are not indicative of performance if the Contract were continued for
a longer period.

5
<PAGE>
Average annual total returns for other periods of time may also be disclosed
from time to time. For example, average annual total returns may be provided
based on the assumption that a subaccount had been in existence and had invested
in the corresponding underlying Fund for the same period as the corresponding
Fund had been in operation. The Funds commenced operations as indicated below:

<TABLE>
<CAPTION>
COMMENCED
FUND OPERATIONS
- ---------------------------------------------- ----------------------------------------------
<S> <C>
Prime Bond April 20, 1982
High Current Income April 20, 1982
Quality Equity April 20, 1982
Equity Growth April 20, 1982
Flexible Strategy May 1, 1986
Natural Resources Focus June 1, 1988
American Balanced June 1, 1988
Global Strategy Focus February 14, 1992
Basic Value Focus July 1, 1993
World Income Focus July 1, 1993
Global Utility Focus July 1, 1993
International Equity Focus July 1, 1993
International Bond May 1, 1994
Intermediate Government Bond May 1, 1994
Developing Capital Markets Focus May 1, 1994
</TABLE>

Average annual total returns represent the average annual compounded rates of
return that would equate an initial investment of $1,000 under a Contract to the
redemption value of that investment as of the last day of each of the periods.
The ending date for each period for which total return quotations are provided
will be for the most recent month-end practicable, considering the type and
media of the communication and will be stated in the communication.

Average annual total returns are calculated using subaccount unit values
calculated on each valuation day based on the performance of the corresponding
underlying Fund, the deduction for the mortality and expense risk charge, the
administration charge (in the case of Account A subaccounts), and the contract
maintenance charge, and assume a surrender of the Contract at the end of the
period for the return quotation. Total returns therefore reflect a deduction of
the contingent deferred sales charge for any period of less than seven years.
For purposes of calculating total return, an average per dollar contract
maintenance charge attributable to the hypothetical account for the period is
used, as described below. The total return is then calculated according to the
following formula:

TR = ((ERV/P)1/N) - 1
Where:

<TABLE>
<S> <C> <C>
TR = the average annual total return net of subaccount recurring charges (such as the
mortality and expense risk charge, administration charge, if applicable, and
contract maintenance charge).
ERV = the ending redeemable value (net of any applicable contingent deferred sales
charge) at the end of the period of the hypothetical account with an initial
payment of $1,000.
P = a hypothetical initial payment of $1,000.
N = the number of years in the period.
</TABLE>

From time to time, ML of New York also may quote in sales literature or
advertisements, total returns that do not reflect the contingent deferred sales
charge. These are calculated in exactly the same way as average annual total
returns described above, except that the ending redeemable value of the
hypothetical account for the period is replaced with an ending value for the
period that does not take into account any contingent deferred sales charge or
surrender of the Contract.

From time to time, ML of New York also may quote in sales literature or
advertisements total returns or other performance information for a hypothetical
Contract assuming the initial premium is allocated to

6
<PAGE>
more than one subaccount or assuming monthly transfers from the Domestic Money
Market Subaccount to one or more designated subaccounts under a dollar cost
averaging program. These returns will reflect the performance of the affected
subaccount(s) for the amount and duration of the allocation to each subaccount
for the hypothetical Contract. They also will reflect the deduction of charges
described above except for the contingent deferred sales charge. For example,
total return information for a Contract with a dollar cost averaging program for
a 12-month period will assume commencement of the program at the beginning of
the most recent 12-month period for which average annual total return
information is available. This information will assume an initial lump-sum
investment in the Domestic Money Market Subaccount at the beginning of that
period and monthly transfers of a portion of the contract value from that
subaccount to designated subaccount(s) during the 12-month period. The total
return for the Contract for this 12-month period therefore will reflect the
return on the portion of the contract value that remains invested in the
Domestic Money Market Subaccount for the period it is assumed to be so invested,
as affected by monthly transfers, and the return on amounts transferred to the
designated subaccounts for the period during which those amounts are assumed to
be invested in those subaccounts. The return for an amount invested in a
subaccount will be based on the performance of that subaccount for the duration
of the investment, and will reflect the charges described above other than the
contingent deferred sales charge. Performance information for a dollar
cost-averaging program also may show the returns for various periods for a
designated subaccount assuming monthly transfers to the subaccount, and may
compare those returns to returns assuming an initial lump-sum investment in that
subaccount. This information also may be compared to various indices, such as
the Merrill Lynch 91-day Treasury Bills index or the U.S. Treasury Bills index
and may be illustrated by graphs, charts, or otherwise.

INDEPENDENT AUDITORS' REPORT

To the Board of Directors of
ML Life Insurance Company of New York:

We have audited the accompanying statements of net assets of
ML of New York Variable Annuity Separate Account B (the
"Account") as of December 31, 1993 and 1992 and the related
statements of earnings and changes in net assets for the
periods presented. These financial statements are the
responsibility of the management of ML Life Insurance
Company of New York. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally
accepted auditing standards. Those standards require that
we plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures
in the financial statements. Our procedures included
confirmation of mutual fund securities owned at December 31,
1993, by correspondence with the funds' transfer agent. An
audit also includes assessing the accounting principles used
and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our
opinion.

In our opinion, such financial statements present fairly, in
all material respects, the financial position of the Account
at December 31, 1993 and 1992 and the results of its
operations and the changes in its net assets for the periods
presented in conformity with generally accepted accounting
principles.

/s/ Deloitte & Touche
January 27, 1994

<PAGE>
ML OF NEW YORK VARIABLE ANNUITY SEPARATE ACCOUNT B
ML LIFE INSURANCE COMPANY OF NEW YORK
STATEMENT OF NET ASSETS AT DECEMBER 31, 1993
==================================================
<TABLE>
<CAPTION>

ASSETS: Market
Cost Shares Value
=============== =============== ===============
<S> <C> <C> <C>

Investment in Merrill Lynch Variable Series Funds, Inc.
(Note 1):
Reserve Assets Fund $ 1,496,414 1,496,414 $ 1,496,414

--------------- ---------------
TOTAL ASSETS $ 1,496,414 1,496,414
=============== ---------------

LIABILITIES:
Due to ML Life Insurance Company of New York 207
---------------
TOTAL LIABILITIES 207
---------------
NET ASSETS $ 1,496,207
===============

Net Assets Allocable to Contracts in Accumulation Period $ 1,496,207
===============

See Notes to Financial Statements

</TABLE>

<PAGE>

ML OF NEW YORK VARIABLE ANNUITY SEPARATE ACCOUNT B
ML LIFE INSURANCE COMPANY OF NEW YORK
STATEMENT OF NET ASSETS AT DECEMBER 31, 1992
==================================================
<TABLE>
<CAPTION>
ASSETS: Market
Cost Shares Value
=============== =============== ===============
<S> <C> <C> <C>

Investment in Merrill Lynch Variable Series Funds, Inc.
(Note 1):
Reserve Assets Fund $ 58,316 $ 58,316 $ 58,316

--------------- ---------------
TOTAL ASSETS $ 58,316 58,316
=============== ---------------

LIABILITIES:

TOTAL LIABILITIES 0
---------------

NET ASSETS $ 58,316
===============

Net Assets Allocable to Contracts in Accumulation Period $ 58,316
===============

See Notes to Financial Statements

</TABLE>
<PAGE>
ML OF NEW YORK VARIABLE ANNUITY SEPARATE ACCOUNT B
ML LIFE INSURANCE COMPANY OF NEW YORK
STATEMENT OF EARNINGS AND CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1993 AND THE PERIOD JANUARY 15, 1992
(Date of Inception) TO DECEMBER 31, 1992
===================================================================
<TABLE>
<CAPTION>
1993 1992
=============== ===============
<S> <C> <C>

Reinvested Dividends $ 21,153 $ 81

--------------- ---------------
Investment Earnings 21,153 81

Mortality and Expense Charges (Note 3) (4,676) (31)
--------------- ---------------
Net Earnings 16,477 50

Contract Owner Purchase Payments 2,090,595 58,266
Contract Owner Withdrawals (714,657) 0
Contract Owner Transfers 45,480 0
Contract Administration Charges (4) 0
--------------- ---------------
Increase in Net Assets 1,437,891 58,316
Net Assets Beginning Balance 58,316 0
--------------- ---------------
Net Assets Ending Balance $ 1,496,207 $ 58,316
=============== ===============
Comprised of:
Net Assets Allocable to Contracts in the Accumulation Period $ 1,496,207 $ 58,316
=============== ===============
</TABLE>

<TABLE>
<CAPTION>
=================================
Merrill Lynch
Variable Series Fund
=================================
Reserve Reserve
Assets Assets
Fund Fund
1993 1992
=============== ===============
<S> <C> <C>

Accumulation Units Allocable to Contracts in
Accumulation Period at December 31, 143,448.0 5,706.1

--------------- ---------------
Total Units Outstanding at December 31, 143,448.0 5,706.1
=============== ===============
Accumulation Unit Value at December 31, $ 10.43 $ 10.22
=============== ===============

See Notes to Financial Statements

</TABLE>
<PAGE>
ML OF NEW YORK VARIABLE ANNUITY SEPARATE ACCOUNT B
ML LIFE INSURANCE COMPANY OF NEW YORK

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1993

1. ML of New York Variable Annuity Separate Account B
("Separate Account B"), a separate account of ML Life
Insurance Company of New York ("ML of New York") was
established by a Board of Directors resolution on August
14, 1991 in conformity with New York State Insurance
Law. Separate Account B is registered as a unit
investment trust under the Investment Company Act of
1940 and consists of one investment division. The
division invests in the securities of the Reserve Assets
Fund of the Merrill Lynch Variable Series Funds, Inc.
("Series Fund"). This portfolio of the Series Fund seeks
preservation of capital, liquidity, and the highest
possible current income consistent with the foregoing
objectives by investing in short-term money market
securities. The Series Fund receives investment advice
from Merrill Lynch Asset Management, L.P. for a fee
calculated at an effective annual rate of .50% on the
first $500 million of net assets of the mutual fund
portfolio with decreasing rates on increments of net
assets above that amount.

Separate Account B was formed by ML of New York, an
indirect wholly-owned subsidiary of Merrill Lynch &
Co., Inc. ("Merrill") under New York Insurance Law to
support ML of New York's operations respecting certain
variable annuity contracts ("Contracts"). The assets of
Separate Account B are the property of ML of New York.
The portion of Separate Account B's assets applicable to
the Contracts are not chargeable with liabilities
arising out of any other business ML of New York may
conduct.

The change in net assets maintained in Separate Account
B provides the basis for the periodic determination of
the amount of increased or decreased benefits under the
Contracts.

The net assets may not be less than the amount required
under New York State Insurance Law to provide for death
benefits (without regard to the minimum death benefit
guarantee) and other Contract benefits.

2. The significant accounting policies of Separate Account
B are as follows:

Investments in the divisions are included in the
statement of net assets at the net asset value of the
Series Fund shares held.

Dividend income is recognized on the ex-dividend date.
All dividends are automatically re-invested.

The operations of Separate Account B are included in the
Federal income tax return of ML of New York. Under the
provisions of the Contracts, ML of New York has the
right to charge Separate Account B for any Federal
income tax attributable to Separate Account B. No
charge is currently being made against Separate Account
B for such tax since, under current tax law, ML of New
York pays no tax on investment income and capital gains
reflected in variable annuity contract reserves.
However, ML of New York retains the right to charge for
any Federal income tax incurred which is attributable to
Separate Account B if the law is changed. Charges for
state and local taxes, if any, attributable to Separate
Account B may also be made.

<PAGE>
3. ML of New York assumes mortality and expense risks
related to Separate Account B and deducts a daily charge
at a rate of .65% (on an annual basis) of the net assets
of Separate Account B to cover these risks.

ML of New York deducts a Contract Maintenance Charge of
$40 for each Contract on each Contract's anniversary
that occurs on or prior to the annuity date. It is also
deducted when the Contract is surrendered if it is
surrendered on any date other than a contract
anniversary date. The Contract Maintenance Charge is
borne by Contract owners by canceling accumulation units
with a value equal to the charge. This charge is waived
on all Contracts with a Contract value equal to or
greater than $50,000 on the date the charge would
otherwise be deducted.

Premium taxes payable to any government entity will be
deducted at the annuitization date. However, in those
states that do not allow an insurance company to reduce
its current taxable premium income by the amount of any
withdrawal, surrender, or death benefit paid, ML of New
York deducts a charge for taxes on any withdrawal,
surrender or death benefit effected under the contract.
<PAGE>

INDEPENDENT AUDITORS' REPORT

The Board of Directors of
ML Life Insurance Company of New York:

We have audited the accompanying balance sheets of ML Life
Insurance Company of New York (the "Company"), a wholly-owned
subsidiary of Merrill Lynch Insurance Group, Inc., as of December
31, 1993 and 1992 and the related statements of earnings,
stockholder's equity and cash flows for each of the three years
in the period ended December 31, 1993. These financial
statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all
material respects, the financial position of the Company at
December 31, 1993 and 1992 and the results of its operations and
its cash flows for each of the three years in the period ended
December 31, 1993 in conformity with generally accepted
accounting principles.

As discussed in Note 1 to the financial statements, in 1993 the
Company changed its method of accounting for certain
investments in debt and equity securities to conform with
Statement of Financial Accounting Standards No. 115.

/s/Deloitte & Touche

February 28, 1994

<PAGE>
ML LIFE INSURANCE COMPANY OF NEW YORK
(A wholly-owned subsidiary of Merrill Lynch Insurance Group, Inc.)
- ------------------------------------------------------------------
BALANCE SHEETS
AS OF DECEMBER 31, 1993 AND 1992
(Dollars in Thousands)
==============================================================================
<TABLE>
<CAPTION>

ASSETS 1993 1992
---- ----
<S> <C> <C>
INVESTMENTS:
Fixed maturity securities available for sale, at estimated fair value
(amortized cost: 1993 - $442,008; 1992 - $63,568) $ 458,916 $ 63,980
Fixed maturity securities to be held to maturity, at amortized cost
(estimated fair value: 1992 - $587,970) 0 570,243
Equity securities available for sale, at estimated fair value
(cost: 1993 - $8,387; 1992 - $9,080) 7,195 9,202
Mortgage loans on real estate 17,627 22,110
Policy loans on insurance contracts 73,380 66,037
------------ ------------
Total Investments 557,118 731,572

CASH AND CASH EQUIVALENTS 27,464 41,122
ACCRUED INVESTMENT INCOME 10,164 14,021
DEFERRED POLICY ACQUISITION COSTS 24,036 27,127
FEDERAL INCOME TAXES - DEFERRED 10,468 7,537
REINSURANCE RECEIVABLES 1,685 187
OTHER ASSETS 3,765 3,397
SEPARATE ACCOUNTS ASSETS 410,613 277,725
------------ ------------

TOTAL ASSETS $ 1,045,313 $ 1,102,688
============ ============
</TABLE>

See notes to financial statements.
<PAGE>

LIABILITIES AND STOCKHOLDER'S EQUITY 1993 1992
---- ----
<S> <C> <C>
LIABILITIES:
POLICY LIABILITIES AND ACCRUALS:
Policyholders' account balances $ 523,382 $ 720,335
Claims and claims settlement expenses 5,614 3,340
------------ ------------
Total policy liabilities and accruals 528,996 723,675

OTHER POLICYHOLDER FUNDS 1,200 71
OTHER LIABILITIES 5,641 1,153
FEDERAL INCOME TAXES - CURRENT 864 691
PAYABLE TO AFFILIATES - NET 5,223 7,146
SEPARATE ACCOUNTS LIABILITIES 410,613 277,705
------------ ------------
Total Liabilities 952,537 1,010,441
------------ ------------

STOCKHOLDER'S EQUITY:
Common stock, $10 par value - 220,000 shares
authorized, issued and outstanding 2,200 2,200
Additional paid-in capital 83,006 83,006
Retained earnings 8,497 6,689
Net unrealized investment gain (loss) (927) 352
------------ ------------
Total Stockholder's Equity 92,776 92,247
------------ ------------

TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ 1,045,313 $ 1,102,688
============ ============
</TABLE>

<PAGE>
ML LIFE INSURANCE COMPANY OF NEW YORK
(A wholly-owned subsidiary of Merrill Lynch Insurance Group, Inc.)
- ------------------------------------------------------------------
STATEMENTS OF EARNINGS
FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
(Dollars in Thousands)
==============================================================================
<TABLE>
<CAPTION>

1993 1992 1991
---- ---- ----
<S> <C> <C> <C>
REVENUES:
Investment revenue:
Net investment income $ 50,661 $ 65,378 $ 69,965
Net realized investment gains (losses) 6,131 (434) (9,685)
Policy charge revenue 8,387 7,683 7,162
------------ ------------ ------------
Total Revenues 65,179 72,627 67,442
------------ ------------ ------------
BENEFITS AND EXPENSES:
Interest credited to policyholders' account
balances 44,425 57,812 57,193
Market value adjustment expense 642 25 2
Policy benefits (reinsurance recoveries: 1993 - $2,192
1992 - $953; 1991 - $455) 1,729 594 839
Reinsurance premium ceded 1,182 1,070 1,179
Amortization of deferred policy acquisition costs 9,523 8,219 7,789
Insurance expenses and taxes 5,278 4,539 5,355
------------ ------------ ------------
Total Benefits and Expenses 62,779 72,259 72,357
------------ ------------ ------------
Earnings (Loss) Before Federal Income
Tax Provision (Benefit) 2,400 368 (4,915)
------------ ------------ ------------

FEDERAL INCOME TAX PROVISION (BENEFIT):
Current 2,842 2,373 6,475
Deferred (2,250) (2,196) (8,169)
------------ ------------ ------------
Total Federal Income Tax Provision (Benefit) 592 177 (1,694)
------------ ------------ ------------

NET EARNINGS (LOSS) $ 1,808 $ 191 $ (3,221)
============ ============ ============
</TABLE>

Capital contribution 26,717 26,717
Net loss (3,221) (3,221)
Net unrealized investment loss (274) (274)
------------ ------------ ------------ ------------ ------------

BALANCE, DECEMBER 31, 1991 2,200 83,006 6,498 (1,073) 90,631

Net earnings 191 191
Net unrealized investment gain 1,425 1,425
------------ ------------ ------------ ------------ ------------

BALANCE, DECEMBER 31, 1992 2,200 83,006 6,689 352 92,247

Net earnings 1,808 1,808
Net unrealized investment loss (1) (1,279) (1,279)
------------ ------------ ------------ ------------ ------------

BALANCE, DECEMBER 31, 1993 $ 2,200 $ 83,006 $ 8,497 $ ( 927) $ 92,776
============ ============ ============ ============ ============
</TABLE>

(1) Asset gains less adjustment of policyholders' account balances and
deferred policy acquisition costs (See Note 1).

See notes to financial statements.
<PAGE>
ML LIFE INSURANCE COMPANY OF NEW YORK
(A wholly-owned subsidiary of Merrill Lynch Insurance Group, Inc.)
- ------------------------------------------------------------------
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
(Dollars in Thousands)
==============================================================================
<TABLE>
<CAPTION>
1993 1992 1991
---- ---- ----
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net earnings (loss) $ 1,808 $ 191 $ (3,221)
Adjustments to reconcile net earnings (loss) to net
cash and cash equivalents provided (used)
by operating activities:
Amortization of deferred policy acquisition
costs 9,523 8,219 7,789
Capitalization of policy acquisition costs (7,252) (2,539) (14,542)
Amortization of fixed maturity securities 918 366 (1,553)
Net realized investment (gains) losses (6,131) 434 9,685
Interest credited to policyholders' account balances 44,425 57,812 57,193
Provision (benefit) for deferred Federal
income tax (2,250) (2,196) (8,169)
Cash and cash equivalents provided (used) by
changes in operating assets and liabilities:
Accrued investment income 3,857 (27) (1,715)
Policy liabilities and accruals 2,273 448 7,825
Federal income taxes - current 173 873 5,381
Other policyholder funds 1,129 63 (744)
Payable/receivable from affiliates - net (1,923) 10,149 (3,844)
Policy loans (7,343) (12,342) (5,172)
Other, net 2,644 (2,501) 4,941
------------ ------------ ------------
Net cash and cash equivalents provided
by operating activities 41,851 58,950 53,854
------------ ------------ ------------
INVESTING ACTIVITIES:
Fixed maturity securities sold 166,033 177,835 312,618
Fixed maturity securities matured 280,484 195,691 54,073
Fixed maturity securities purchased (251,522) (323,172) (439,134)
Equity securities available for sale purchased (109) (665) (15,176)
Equity securities available for sale sold 2,885 11,886 0
Mortgage loans on real estate principal payments received 4,425 1,000 0
Mortgage loans on real estate acquired 0 (124) (123)
------------ ------------ ------------
Net cash and cash equivalents provided (used) by
investing activities 202,196 62,451 (87,742)
------------ ------------ ------------
</TABLE>

(Continued)
<PAGE>
ML LIFE INSURANCE COMPANY OF NEW YORK
(a wholly-owned subsidiary of Merrill Lynch Insurance Group, Inc.)
- ------------------------------------------------------------------
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
(Concluded) (Dollars In Thousands)
==============================================================================
<TABLE>
<Caption
1993 1992 1991
---- ---- ----
<S> <C> <C> <C>
FINANCING ACTIVITIES:
Paid in capital from parent $ 0 $ 0 $ 26,717
Policyholders' account balances:
Deposits 33,953 5,985 23,374
Withdrawals (net of transfers to Separate Accounts) (291,658) (105,082) (24,503)
------------ ------------ ------------
Net cash and cash equivalents provided
(used) by financing activities (257,705) (99,097) 25,588
------------ ------------ ------------

NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS (13,658) 22,304 (8,300)

CASH AND CASH EQUIVALENTS:
Beginning of year 41,122 18,818 27,118
------------ ------------ ------------

End of year $ 27,464 $ 41,122 $ 18,818
============ ============ ============
</TABLE>

See notes to financial statements.

<PAGE>
ML LIFE INSURANCE COMPANY OF NEW YORK
(A wholly-owned subsidiary of Merrill Lynch Insurance Group, Inc.)
- -----------------------------------------------------------------------

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
=======================================================================

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Reporting: ML Life Insurance Company of New York (the
"Company") is a wholly-owned subsidiary of Merrill Lynch
Insurance Group, Inc. ("MLIG"). The Company is an indirect
wholly-owned subsidiary of Merrill Lynch & Co., Inc. ("Merrill
Lynch & Co.").

The Company sells life insurance and annuity products which
comprise one business segment. The primary products that the
Company currently markets are immediate annuities, market value
adjusted annuities, variable life insurance and variable
annuities. The Company is licensed to sell insurance in nine
states, however, it currently limits its marketing activities
to the State of New York. The Company markets its products
solely through the Merrill Lynch & Co. retail network.

The accompanying financial statements have been prepared in
conformity with generally accepted accounting principles for
stock life insurance companies.

Revenue Recognition: Revenues for the Company's interest
sensitive life, interest sensitive annuity, variable life and
variable annuity products consist of policy charges for the
cost of insurance, deferred sales charges, policy
administration charges and/or withdrawal charges assessed
against policyholder account balances during the period.

Policyholders' Account Balances: Liabilities for the Company's
universal life type contracts, including its life insurance and
annuity products, are equal to the full accumulation value of
such contracts as of the valuation date plus deficiency
reserves for certain products. Interest crediting rates for
the Company's fixed rate products are as follows:

Interest sensitive life products 4.0% - 9.0%
Interest sensitive deferred annuities 4.0% - 9.0%
Immediate annuities 4.0% - 10.0%

These rates may be changed at the option of the Company,
subject to minimum guarantees, after initial guaranteed rates
expire.

Liabilities for unpaid claims equal the death benefit for those
claims which have been reported to the Company and an estimate
based upon prior experience for those claims which are
unreported as of the valuation date.

Reinsurance: Effective during 1992, the Company adopted
Statement of Financial Accounting Standards ("SFAS") No. 113
"Accounting and Reporting for Reinsurance of Short Duration and
Long Duration Contracts" ("SFAS No. 113") which requires that
reinsurance receivables and prepaid reinsurance premium ceded
be reported as assets. SFAS No. 113 eliminates the practice by
insurance enterprises of reporting assets and liabilities
relating to reinsured contracts net of the effects of
reinsurance. The impact of adopting SFAS No. 113 was not
material.
<PAGE>

In the normal course of business, the Company seeks to limit
its exposure to loss on any single insured life and to recover
a portion of benefits paid by ceding reinsurance to other
insurance enterprises or reinsurers under indemnity reinsurance
agreements, primarily excess coverage and coinsurance
agreements. On life insurance contracts which the Company is
currently marketing, the maximum amount of mortality risk
retained by the Company is $500,000 on a single life.

Indemnity reinsurance agreements do not relieve the Company
from its obligations to policyholders. Failure of reinsurers
to honor their obligations could result in losses to the
Company. The Company regularly evaluates the financial
condition of its reinsurers so as to minimize its exposure to
significant losses from reinsurer insolvencies. The Company
holds collateral under reinsurance agreements in the form of
letters of credit and amounts withheld totaling $230,000 that
can be drawn upon for delinquent reinsurance recoverables.

As of December 31, 1993, the Company had life insurance in-
force which was ceded to other life insurance companies of
$168,098,000.

Deferred Policy Acquisition Costs: Policy acquisition costs
for life and annuity contracts are deferred and amortized based
on the estimated future gross profits for each group of
contracts. These future gross profit estimates are subject to
periodic evaluation by the Company, with necessary revisions
applied against amortization to date.

Policy acquisition costs are principally commissions and a
portion of certain other expenses relating to policy
acquisition, underwriting and issuance, which are primarily
related to and vary with the production of new business.
Certain costs and expenses reported in the statements of
earnings are net of amounts deferred. Policy acquisition
costs can also arise from the acquisition or reinsurance of
existing in-force policies from other insurers. These costs
include ceding commissions and professional fees related to the
reinsurance assumed.

Included in deferred policy acquisition costs are those costs
related to the acquisition by assumption reinsurance of
insurance contracts from unaffiliated insurers. The deferred
costs will be amortized in proportion to the future gross
profits over the anticipated life of the acquired insurance
contracts utilizing an interest methodology.

In December 1990, the Company entered into an assumption
reinsurance agreement with a non-affiliated insurer (See Note
6). The acquisition costs relating to this agreement are being
amortized over a twenty-year period using an effective interest
rate of 9.01%. This reinsurance agreement provides for payment
of contingent ceding commissions based upon the persistency and
mortality experience of the insurance contracts assumed. Any
payments made for the contingent ceding commissions will be
capitalized and amortized using an identical methodology as
that used for the initial acquisition costs. The following is
a reconciliation of the acquisition costs for the reinsurance
transaction for the three years ended December 31,:

<TABLE>
<CAPTION>
1993 1992 1991
---- ---- ----
(In Thousands)
<S> <C> <C> <C>
Beginning balance $ 16,925 $ 18,193 $ 3,593
Capitalized amounts 843 533 16,900
Interest accrued 1,478 1,865 1,704
Amortization (3,632) (3,666) (4,004)
------------ ------------ ------------

Ending balance $ 15,614 $ 16,925 $ 18,193
============ ============ ============
</TABLE>
<PAGE>
The following table presents the expected amortization of these
deferred acquisition costs over the next five years. The
amortization may be adjusted based on periodic evaluation of
the expected gross profits on the reinsured policies.

1994 $2,268,000
1995 2,160,000
1996 1,944,000
1997 1,512,000
1998 1,075,000

Investments: Effective December 31, 1993, the Company has
adopted SFAS No. 115 "Accounting for Certain Investments in
Debt and Equity Securities" ("SFAS No. 115"). In compliance
with SFAS No. 115, the Company classifies its investments in
fixed maturity securities and equity securities in the
available for sale category. Available for sale securities
include both fixed maturity and equity securities. These
securities may be sold for the Company's general liquidity
needs, asset/liability management strategy, credit dispositions
and investment opportunities. These securities are carried at
estimated fair value with unrealized gains and losses included
in stockholder's equity (net of tax). If a decline in value of a
security is determined by management to be other than temporary,
the carrying value is adjusted to the estimated fair value at the
date of this determination and recorded in the net realized
investment gains (losses) caption of the statement of earnings.

SFAS No. 115 allows securities to be carried at amortized cost
if the Company has both the ability and intent to hold these
securities to maturity. The Company has determined that it can
not guarantee that it will not have the need or opportunity to
sell any particular security in its investment holdings. As
such, the Company did not utilize this classification as of
December 31, 1993. Additionally, SFAS No. 115 requires that
securities held for short-term sale are to be carried at fair
value with the change in fair value being recorded as a
component of the statement of earnings. The Company has no
securities at December 31, 1993 that are held for this purpose.

In compliance with a recent Securities and Exchange Commissions
("SEC") staff announcement, the Company has recorded certain
adjustments to deferred policy acquisition costs and
policyholders' account balances in conjunction with its
adoption of SFAS No. 115. The SEC requires that companies
adjust those assets and liabilities that would have been
adjusted had the unrealized investment gains or losses from
securities classified as available for sale actually been
realized with corresponding credits or charges reported
directly to shareholder's equity. Accordingly, deferred policy
acquisition costs have been decreased by $818,000 and
policyholders' account balances have been increased by
$16,327,000 as of December 31, 1993.

As of December 31, 1992, the Company classified its investments
in fixed maturity securities as either "to be held to maturity"
or "available for sale." Fixed maturity securities to be held
to maturity were stated in the balance sheets at amortized
cost. Fixed maturity securities available for sale were stated
at estimated fair value. The net unrealized gains and losses on
these securities are reflected as a component of stockholder's
equity.

For fixed maturity securities, premiums are amortized to the
earlier of the call or maturity date, discounts are accrued to
the maturity date and interest income is accrued daily.
Realized gains and losses on the sale or maturity of the
investment are determined on the basis of identified cost.

Fixed maturity securities may contain securities which are
considered high yield. The Company defines high yield fixed
maturity securities as unsecured corporate debt obligations
which do not have a rating equivalent to Standard and Poor's
(or similar rating agency) BBB or higher, and are not
guaranteed by an agency of the federal government. Probable
losses are recognized in the period that a decline in value is
determined to be other than temporary.
<PAGE>

Mortgage loans on real estate are stated at unpaid principal
balances net of valuation allowances. Such valuation
allowances are based on the decline in value expected by
management to be realized on in-substance foreclosures of
mortgage loans and on mortgage loans which management believes
may not be collectible in full. In establishing valuation
allowances management considers, among other things, the
estimated fair value of the underlying collateral.

The Company has previously made mortgage loans collateralized
by real estate. The return on and the ultimate recovery of
these loans and investments are generally dependent on the
successful operation, sale or refinancing of the real estate.
In many parts of the country, current real estate markets are
characterized by above-normal vacancy rates, a lack of ready
sources or credit for real estate financing, reduced or
declining real estate values, and similar factors.

The Company employs a system to monitor the effects of current
and expected market conditions and other factors when assessing
the collectability of mortgage loans. When, in management's
judgment, these assets are impaired, appropriate losses are
recorded. Such estimates necessarily include assumptions,
which may include anticipated improvements in selected market
conditions for real estate, which may or may not occur. The
more significant assumptions management considers involve
estimates of the following: lease, absorption and sales rates;
real estate values and rates of return; operating expenses;
inflation; and sufficiency of any collateral independent of the
real estate.

Resulting from the Company's management and valuation of its
mortgage loans on real estate, management believes that the
carrying value approximates the fair value of these
investments.

During 1993 the Financial Accounting Standards Board issued
SFAS No. 114 "Accounting by Creditors for Impairment of a Loan"
("SFAS No. 114"). SFAS No. 114 requires that for impaired
loans, the impairment shall be measured based on the present
value of expected future cash flows discounted at the loan's
effective interest rate or the fair value of the collateral.
Impairments of mortgage loans on real estate are established as
valuation allowances and recorded to net realized investment
gains (losses). SFAS No. 114 must be adopted for fiscal years
beginning after December 15, 1994. The Company has
decided not to early adopt this statement. The Company
estimates that the impact on both financial position and
earnings from adopting SFAS No. 114 would be immaterial.

Policy loans on insurance contracts are stated at unpaid
principal balances. The Company estimates the fair market
value of policy loans as equal to the book value of the loans.
Policy loans are fully collateralized by the account value of
the associated insurance contracts, and the spread between the
policy loan interest rate and the interest rate credited to the
account value held as collateral is fixed.

Fair Value of Financial Instruments: Beginning in 1992, the
Company adopted SFAS No. 107 "Disclosures about Fair Value of
Financial Instruments", which requires companies to report the
fair value of financial instruments for certain assets and
liabilities both on and off-balance sheet.

Federal Income Taxes: Effective the first quarter 1992, the
Company adopted SFAS No. 109 "Accounting for Income Taxes"
("SFAS No. 109") which requires an asset and liability method
in recording income taxes on all transactions that have been
recognized in the financial statements. SFAS No. 109 provides that
deferred taxes be adjusted to reflect tax rates at which future
tax liabilities or assets are expected to be settled or
realized. Previously, the Company accounted for income taxes
in accordance with SFAS No. 96, "Accounting for Income Taxes."
The effect of adopting SFAS No. 109 was not material.

Separate Accounts: The Separate Accounts are established in
conformity with New York insurance law, the Company's
domiciliary state, and under such law, if and to the extent
provided under the applicable insurance contracts, assets held
in the Separate Accounts equal to the reserves and other
contract liabilities with respect to the Separate Accounts may
not be chargeable with liabilities that arise
<PAGE>
from any other
business of the Company. Separate Accounts assets may be
subject to General Account claims only to the extent the value
of such assets exceeds the Separate Accounts liabilities.

Assets and liabilities of the Separate Accounts, representing
net deposits and accumulated net investment earnings less fees,
held for the benefit of policyholders, are shown as separate
captions in the balance sheets. Assets held in the Separate
Accounts are carried at quoted market value.

The carrying value for Separate Accounts assets and liabilities
approximates the estimated fair value of the underlying assets.

Postretirement Benefits Other Than Pensions: During the fourth
quarter 1992, the Company adopted SFAS No. 106, "Employer's
Accounting for Postretirement Benefits Other Than Pensions "
("SFAS No. 106"). SFAS No. 106 requires the accrual of
postretirement benefits (such as health care benefits) during
the years an employee provides service. Prior to 1992, the
cost of these benefits were expensed on a pay-as-you-go basis
when such cost was allocated from MLIG as a component of the
Company's operating expenses. The effect of adopting SFAS No.
106 was minimal.

Statements of Cash Flows: For the purpose of reporting cash
flows, cash and cash equivalents includes cash on hand and on
deposit and short-term investments with original maturities of
three months or less.

The carrying amounts approximate the estimated fair value of
cash and cash-equivalents.

Reclassifications: To facilitate comparisons with the current
year, certain amounts in the prior years have been
reclassified.
<PAGE>

NOTE 2: INVESTMENTS

The amortized cost (original cost for equity securities) less
valuation allowances and estimated fair value of investments in
fixed maturity securities and equity securities as of December
31 are:

<TABLE>
<CAPTION>
1993
----
Amortized
Cost less Gross Gross Estimated
Valuation Unrealized Unrealized Fair
Allowances Gains Losses Value
------------ ------------ ------------ ------------
(In Thousands)
<S> <C> <C> <C> <C>
Fixed maturity securities available for sale:
Corporate securities $ 284,710 $ 13,726 $ 3,204 $ 295,232
Mortgage-backed securities 149,834 6,209 216 155,827
U.S. Treasury securities and obligations of
U.S. government corporations and
agencies 3,964 349 24 4,289
Obligations of states and political
subdivisions 3,500 68 0 3,568
------------ ------------ ------------ ------------
Total fixed maturity securities
available for sale $ 442,008 $ 20,352 $ 3,444 $ 458,916
============ ============ ============ ============

Equity securities available for sale:
Common stocks $ 2,392 $ 106 $ 438 $ 2,060
Non-redeemable preferred stocks 5,995 1,002 1,862 5,135
------------ ------------ ------------ ------------
Total equity securities available for sale $ 8,387 $ 1,108 $ 2,300 $ 7,195
============ ============ ============ ============
</TABLE>

<TABLE>
<CAPTION>
1992
----
Amortized
Cost less Gross Gross Estimated
Valuation Unrealized Unrealized Fair
Allowances Gains Losses Value
------------ ------------ ------------ ------------
(In Thousands)
<S> <C> <C> <C> <C>
Fixed maturity securities to be held to
maturity:
Corporate securities $ 290,905 $ 12,328 $ 2,017 $ 301,216
Mortgage-backed securities 265,840 8,390 951 273,279
U.S. Treasury securities and obligations of
U.S. government corporations and
agencies 12,713 298 374 12,637
Obligations of states and political
subdivisions 785 53 0 838
------------ ------------ ------------ ------------
Total fixed maturity securities to be held
to maturity $ 570,243 $ 21,069 $ 3,342 $ 587,970
============ ============ ============ ============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
1992
----
Amortized
Cost less Gross Gross Estimated
Valuation Unrealized Unrealized Fair
Allowances Gains Losses Value
------------ ------------ ------------ ------------
(In Thousands)
<S> <C> <C> <C> <C>
Fixed maturity securities available for sale:
Corporate securities $ 34,312 $ 745 $ 419 $ 34,638
Mortgage-backed securities 29,256 451 365 29,342
------------ ------------ ------------ ------------
Total fixed maturity securities
available for sale $ 63,568 $ 1,196 $ 784 $ 63,980
============ ============ ============ ============

Equity securities available for sale:
Common stocks $ 2,488 $ 40 $ 452 $ 2,076
Non-redeemable preferred stocks 6,592 1,131 597 7,126
------------ ------------ ------------ -----------
Total equity securities available for sale $ 9,080 $ 1,171 $ 1,049 $ 9,202
============ ============ ============ ============
</TABLE>

For publicly traded securities, the estimated fair value is
determined using quoted market prices. For securities without
a readily ascertainable market value, the Company has
determined an estimated fair value using a discounted cash flow
approach including provisions for credit risk, based upon the
assumption that such securities will be held to maturity. Such
estimated fair values do not necessarily represent the values
for which these securities could have been sold at the dates of
the balance sheets. At December 31, 1993 and 1992,
respectively, securities without a readily ascertainable market
value, having an amortized cost less valuation allowances of
approximately $125,783,000 and $163,829,000, had an estimated
fair value of approximately $131,917,000 and $173,057,000,
respectively.

The amortized cost less valuation allowance and estimated fair
value of fixed maturity securities available for sale at
December 31, 1993 by contractual maturity are shown below:
<TABLE>
<CAPTION>

Amortized
Cost Less Estimated
Valuation Fair
Allowances Value
----------- -----------
(In Thousands)
<S> <C> <C>
Fixed maturity securities available for sale:
Due in one year or less $ 15,935 $ 16,257
Due after one year through five years 105,084 110,813
Due after five years through ten years 134,039 136,697
Due after ten years 37,116 39,322 292,174
Mortgage-backed securities 149,834 155,827
------------ ------------
Total fixed maturity securities available
for sale $ 442,008 $ 458,916
============ ============
</TABLE>

Fixed maturity securities not due at a single maturity date
have been included in the preceding table in the year of final
maturity. Expected maturities will differ from contractual
maturities because borrowers may have the right to call or
prepay obligations with or without call or prepayment
penalties.
<PAGE>

The Company's investment in mortgage loans on real estate
consists principally of loans collateralized by commercial real
estate. The largest concentrations of commercial real estate
mortgage loans are for properties located in California
($7,474,000 or 40%) and Maryland ($7,000,000 or 38%).

Net investment income arose from the following sources for the
years ended December 31,:

<TABLE>
<CAPTION>
1993 1992 1991
---- ---- ----
(In Thousands)
<S> <C> <C> <C>
Fixed maturity securities $ 45,667 $ 59,036 $ 62,924
Equity securities available for sale 113 499 372
Mortgage loans on real estate 1,924 2,309 2,478
Policy loans 3,487 3,029 2,491
Cash equivalents 476 1,034 1,907
Other (144) 1,310 246
------------ ------------ ------------
Gross investment income 51,523 67,217 70,418
Less expenses (862) (1,839) (453)
------------ ------------ ------------

Net investment income $ 50,661 $ 65,378 $ 69,965
============ ============ ============
</TABLE>

Net realized investment gains (losses), including changes in
valuation allowances, determined by specific identification for
the years ended December 31,:

<TABLE>
<CAPTION>
1993 1992 1991
---- ---- ----
(In Thousands)
<S> <C> <C> <C>
Fixed maturity securities $ 4,108 $ 4,069 $ (7,789)
Equity securities available for sale 2,081 (2,710) (1,896)
Mortgage loans on real estate (58) (1,793) 0
------------ ------------ ------------

Net realized investment gains (losses) $ 6,131 $ ( 434) $ (9,685)
============ ============ ============
</TABLE>

Valuation allowances have been established to reflect other than
temporary declines in estimated fair value of the following
classifications of investments as of December 31,:

<TABLE>
<CAPTION>
1993 1992
---- ---
(In Thousands)
<S> <C> <C>
Fixed maturity securities to be held to maturity $ 0 $ 9,119
Fixed maturity securities available for sale 8,881 0
Equity securities available for sale 1,502 1,502
Mortgage loans on real estate 848 790
------------ ------------

$ 11,231 $ 11,411
============ ============
</TABLE>

Proceeds, gains and losses from the sale or maturity of fixed
maturity securities available for sale and held to maturity for
the years ended December 31,:
<PAGE>

<TABLE>
<CAPTION>
1993 1992 1991
---- ---- ----
(In Thousands)
<S> <C> <C> <C>
Proceeds $ 446,517 $ 373,526 $ 366,691
Realized investment gains 4,546 5,469 6,304
Realized investment losses 438 3,206 7,864
</TABLE>

The Company held investments at December 31, 1993 of $4,550,000
which have been non-income producing for the preceding twelve
months.

The Company had investment securities of $1,118,000 and
$645,000 held on deposit with insurance regulatory authorities
at December 31, 1993 and 1992, respectively.

The Company has restructured the terms of certain of its
investments in mortgage loans on real estate in 1993 and
certain of its fixed maturity securities during 1992. The
following table provides the amortized cost less valuation
allowances immediately prior to restructuring, gross interest
income that would have been earned had the loans been current
per their original terms ("Expected Income") and gross interest
income recorded during the year ("Actual Income") and equity
interests which are received in the restructuring:

<TABLE>
<CAPTION>
1993 1992
---- ----
(In Thousands)
<S> <C> <C>
Fixed maturity securities:
Amortized cost less valuation allowances $ 0 $ 3,073
Expected income 0 678
Actual income 0 117
Equity interest received 0 668

Mortgage loans on real estate:
Amortized cost less valuation allowance $ 5,475 $ 0
Expected income 442 0
Actual Income 411 0
</TABLE>

NOTE 3: FEDERAL INCOME TAXES

The Company is taxed as a life insurance company according to
the Federal Income Tax Reform Act of 1986, as amended. The
Company's tax return is not consolidated with any other entity.

The following is a reconciliation of the provision for income
taxes, computed using the Federal statutory tax rate, with the
provision for income taxes for the three years ended December
31,:

<TABLE>
<CAPTION>
1993 1992 1991
---- ---- ----
(In Thousands)
<S> <C> <C> <C>
Provision for income taxes computed at Federal
statutory rate $ 840 $ 125 $ (1,671)

Increase (decrease) in income taxes resulting from:
Federal tax rate increase (227)
Other (21) 52 (23)
------------ ------------ ------------

Federal income tax provision (benefit) $ 592 $ 177 $ (1,694)
============ ============ ============
</TABLE>
<PAGE>

The Federal statutory rate for 1993, 1992 and 1991 was 35%, 34%
and 34%, respectively.

The Company provides for deferred income taxes resulting from
temporary differences which arise from recording certain
transactions in different years for income tax reporting
purposes than for financial reporting purposes. The sources of
these differences and the tax effect of each were as follows:

<TABLE>
<CAPTION>
1993 1992 1991
---- ---- ----
(In Thousands)
<S> <C> <C> <C>
Deferred policy acquisition costs $ (1,184) $ (2,094) $ (1,604)
Policyholders' account balances (969) 1,700 (2,768)
Investment adjustments (100) (1,093) (2,055)
Other 3 (709) (1,742)
------------ ------------ ------------
Deferred Federal income tax
provision (benefit) $ (2,250) $ (2,196) $ (8,169)
============ ============ ============
</TABLE>

Deferred tax assets and liabilities as of December 31 are
determined as follows:

<TABLE>
<CAPTION>
1993 1992
---- ----
(In Thousands)
<S> <C> <C>
Deferred tax assets:
Policyholders' account balances $ 9,848 $ 8,879
Investment adjustments 5,143 5,043
------------ ------------
Total deferred tax asset 14,991 13,922
------------ ------------

Deferred tax liabilities:
Deferred policy acquisition costs 4,283 5,467
Net unrealized investment gain (loss) (500) 181
Other 740 737
------------ ------------
Total deferred tax liability 4,523 6,385
------------ ------------

Net deferred tax asset $ 10,468 $ 7,537
============ ============
</TABLE>

The Company anticipates that all deferred tax assets will be
realized, therefore no valuation allowance has been provided.

The Company paid Federal income taxes of $2,668,000, $1,500,000
and $1,095,000 in 1993, 1992 and 1991, respectively.

NOTE 4: RELATED PARTY TRANSACTIONS

The Company and MLIG are parties to a service agreement whereby
MLIG has agreed to provide certain data processing, legal,
actuarial, management, advertising and other services to the
Company. Expenses incurred by MLIG in relation to this service
agreement are reimbursed by the Company on an allocated cost
basis. Charges billed to the Company by MLIG pursuant to the
agreement were $5,688,000, $5,403,000 and $5,034,000 for the
years ended December 31, 1993, 1992 and 1991 respectively.

The Company and Merrill Lynch Asset Management, L.P. ("MLAM") are
parties to a service agreement whereby MLAM has agreed to provide
certain invested asset management services to the Company. The
<PAGE>
Company pays a fee to MLAM for these services through the MLIG
service agreement.

The Company and Merrill Lynch Trust Company ("ML Trust") are
parties to an agreement whereby the Company retains ML Trust to
hold certain invested assets upon the terms and conditions of the
agreement. ML Trust is paid a fee based on its current fee
schedule.

The Company has a general agency agreement with Merrill Lynch
Life Agency Inc. ("MLLA") whereby registered representatives of
Merrill Lynch, Pierce, Fenner and Smith, Inc. ("MLPF&S") who are
the Company's licensed insurance agents, solicit applications for
contracts to be issued by the Company. MLLA is paid commissions
for the contracts sold by such agents. Commissions paid to MLLA
were approximately $4,927,000, $1,469,000 and $864,000 for 1993,
1992 and 1991, respectively. Substantially all of these fees
were capitalized as deferred policy acquisition costs and are
being amortized in accordance with the policy discussed in Note
1.

In connection with the acquisition of a block of variable life
insurance business from Monarch Life Insurance Company ("Monarch
Life"), the Company borrowed funds from Merrill Lynch & Co. to
partially finance the transaction. As of December 31, 1993 and
1992, the outstanding balance of these loans was approximately
$5,550,000 and $7,200,000, respectively. Approximately
$1,650,000 and $4,600,000 was repaid on these loans during 1993
and 1992, respectively. Interest was calculated on these loans at
LIBOR plus 150 basis points. Intercompany interest paid on these
loans during 1993, 1992 and 1991 was approximately $328,000,
$679,000 and $942,000, respectively.

The Company has entered into certain other marketing and
administrative service agreements with affiliates in connection
with the variable life and annuity policies it sells.

During 1993, 1992 and 1991, the Company assumption reinsured
certain policies previously indemnity reinsured by the Company's
affiliate, Merrill Lynch Life Insurance Company ("MLLIC"), and
directly written by Family Life Insurance Company ("Family
Life"), a former affiliate. These transactions resulted in the
transfer of approximately $11,860,000, $2,000,000 and $19,200,000
of policy reserves during 1993, 1992 and 1991, respectively.

The fair value of the Company's payables to affiliates is
estimated at carrying value. These borrowings are payable on
demand and bear a variable interest rate based on LIBOR.

Total intercompany interest paid was $397,000, $801,000 and
$1,193,000 for 1993, 1992 and 1991, respectively.

NOTE 5: STOCKHOLDER'S EQUITY AND STATUTORY REGULATIONS

At December 31, 1993 and 1992, $30,125,000 and $56,862,000,
respectively, of retained earnings was available for distribution
to MLIG. Notice of intention to declare a dividend must be filed
with the New York Superintendent of Insurance who may disallow
the payment. No dividends were declared or paid during 1993, 1992
and 1991. Statutory capital and surplus at December 31, 1993 and
1992, was $57,333,000 and $59,062,000, respectively.

During 1991, MLIG contributed capital to the Company of
$26,717,000 to support the underwriting of additional insurance
premiums and deposits. No capital contributions were made during
1993 and 1992.

Applicable insurance department regulations require that the
Company report its accounts in accordance with statutory
accounting practices. Statutory accounting practices primarily
differ from the principles utilized in these financial statements
by charging policy acquisition costs to expense as incurred,
establishing future policy benefit reserves using different
actuarial assumptions, not providing for deferred taxes and
valuing
<PAGE>
securities on a different basis. The Company's statutory net
income for the years ended December 31, 1993, 1992 and 1991 was
$6,515,000, $10,167,000 and $5,809,000, respectively.

The National Association of Insurance Commissioners ("NAIC")
has developed and implemented, effective December 31,
1993, the Risk Based Capital ("RBC") adequacy monitoring system.
The RBC calculates the amount of adjusted capital which a life
insurance company should have based upon that company's risk
profile. The NAIC has established four different levels of
regulatory action with respect to the RBC adequacy monitoring
system. Each of these levels may be triggered if an insurer's
total adjusted capital is less than a corresponding level of RBC.
These levels are as follows:

For companies with capital levels which are below 100% of
the basic RBC level (company action level) calculated for
that company, the company must submit to the domiciliary
insurance commissioner, and implement, an approved plan to
increase adjusted capital to at least 100% of the basic
RBC.

For companies with capital levels which are below 75% of
the basic RBC level calculated for that company, an
examination of the company will be conducted by the
domiciliary insurance department and as a result of the
findings of the examination, corrective orders may be
issued.

For companies with capital levels which are below 50% of
the basic RBC level (authorized control level) calculated
for that company, the domiciliary insurance commissioner
will have the authority to place the company into
conservatorship or liquidation.

For companies with capital levels which are below 35% of
the basic RBC level calculated for that company, the
domiciliary insurance commissioner will be required to
place the company into conservatorship or liquidation.

As of December 31, 1993, based on the RBC formula, the Company's
total adjusted capital level was 245% of the basic RBC
level.

NOTE 6: REINSURANCE AGREEMENTS

On December 31, 1990, the Company and an affiliate entered into a
100% reinsurance agreement with respect to all variable life
policies issued by Monarch Life and sold through the Merrill
Lynch retail network. As a result of the indemnity provisions of
the agreement, the Company became obligated to reimburse Monarch
Life for its net amount at risk with regard to the reinsured
policies. At the date of acquisition, assets of approximately
$65,000,000 supporting general account reserves, on a statutory
accounting basis, were transferred from Monarch Life to the
Company. This agreement provides for contingent ceding
commission payments to Monarch Life dependent upon the lapse rate
during the five years ending in 1995 and mortality experience
during the ten years ending in 2000. To date, the Company has
paid approximately $24,700,000 to Monarch Life under the terms of
the agreement. As of December 31, 1993, the Company has accrued
$870,000 for such payments.

On various dates during 1992 and 1991, the Company and an
affiliate assumption reinsured substantially all such policies,
wherever permitted by appropriate regulatory authorities. Upon
assumption, the policy liabilities and the underlying assets of
approximately $261,000,000 were transferred to the ML of New York
Variable Life Separate Account ("Account"). As a result of the
assumptions, the Company became directly obligated to the
policyholders, rather than to Monarch Life. Certain contract
owners of the reinsured policies elected to remain with Monarch
Life as permitted under certain state insurance laws. Assets and
liabilities of those policies not assumption reinsured by the
Company or its affiliate have remained with Monarch Life. The
Company and its affiliate have indemnified Monarch Life against
its net amount at risk on such policies. As of December 31,
1993, approximately 23 life insurance policies with $2,820,000
life insurance in force remain under the indemnity reinsurance
agreement.
<PAGE>
During 1992, the Company, along with its affiliates, entered into
an agreement with Monarch Life for the purchase, transfer or
assignment of certain services and assets owned, licensed or
leased by Monarch Life. Additionally, the Company along with its
affiliates were allowed to actively solicit the employment of
individuals employed by Monarch Life, who are required to service
the Company's and its affiliates' variable life insurance
policies and Monarch Life's variable life insurance policies. In
consideration of this, the Company and its affiliate, MLLIC,
transferred title to Monarch Life of certain telecommunications
equipment owned by Merrill Lynch Insurance Group Services, Inc.,
an affiliate of the Company, with a net book value of $1,753,000.
The Company agreed to service Monarch Life's variable life
insurance policies for a period of five years at an annual rate
of $100 per policy. Monarch Life has an option to terminate the
service agreement upon proper notification.

NOTE 7: INTEREST RATE SWAP CONTRACTS

During 1992, the Company terminated all outstanding swap
contracts and recorded no net gains (losses) in connection with
interest rate swap activity.

NOTE 8: COMMITMENTS AND CONTINGENCIES

State insurance laws generally require that all life insurers who
are licensed to transact business within a state become members
of the state's life insurance guaranty association. These
associations have been established for the protection of
policyholders from loss (within specified limits) as a result of
the insolvency of an insurer. At the time an insolvency occurs,
the guaranty association assesses the remaining members of the
association an amount sufficient to satisfy the insolvent
insurer's policyholder obligations (within specified limits).
Based upon the public information available at this time,
management believes the Company has no material financial
obligations to state guaranty associations.

In the normal course of business, the Company is subject to
various claims and assessments. Management believes the
settlement of these matters would not have a material effect on
the financial position or results of operations of the Company.

* * * * * *

<PAGE>
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements

<TABLE>
<C> <C> <S>
(1) Financial Statements of ML of New York Variable Annuity Separate Account A for the
year ended December 31, 1993 and the period ended December 31, 1992 and the Notes
relating thereto appear in the Statement of Additional Information (Part B of the
Registration Statement).
(2) Financial Statements of ML of New York Variable Annuity Separate Account B for the
year ended December 31, 1993 and the period ended December 31, 1992 and the Notes
relating thereto appear in the Statement of Additional Information (Part B of the
Registration Statement).
(3) Financial Statements of ML Life Insurance Company of New York for the three years
ended December 31, 1993, 1992 and 1991 and the Notes relating thereto appear in
the Statement of Additional Information (Part B of the Registration Statement).
</TABLE>

(b) Exhibits

<TABLE>
<C> <C> <S>
(1) Resolution of the Board of Directors of ML Life Insurance Company of New York
establishing the ML of New York Variable Annuity Separate Account A and ML of New
York Variable Annuity Separate Account B (Incorporated by Reference to
Registrant's Form N-4 Registration No. 33-45380 Filed January 29, 1992)
(2) Not Applicable
(3) Underwriting Agreement Between ML Life Insurance Company of New York and Merrill
Lynch, Pierce, Fenner & Smith Incorporated (Incorporated by Reference to
Registrant's Form N-4 Registration No. 33-45380 Filed April 28, 1993)
(4) (a) Individual Variable Annuity Contract issued by ML Life Insurance Company of New
York (Incorporated by Reference to Registrant's Form N-4 Registration No.
33-45380 Filed January 29, 1992)
(b) ML Life Insurance Company of New York Contingent Deferred Sales Charge Waiver
Endorsement (Incorporated by Reference to Registrant's Form N-4 Registration No.
33-45380 Filed January 29, 1992)
(c) ML Life Insurance Company of New York Individual Retirement Annuity Endorsement
(Incorporated by Reference to Registrant's Form N-4 Registration No. 33-45380
Filed January 29, 1992)
(5) ML Life Insurance Company of New York Variable Annuity Application (Incorporated
by Reference to Registrant's Form N-4 Registration No. 33-45380 Filed April 28,
1993)
(6) (a) Certificate of Amendment of the Charter of ML Life Insurance Company of New York
(Incorporated by Reference to Registrant's Form N-4 Registration No. 33-45380
Filed January 29, 1992)
(b) By-Laws of ML Life Insurance Company of New York (Incorporated by Reference to
Registrant's Form N-4 Registration No. 33-45380 Filed January 29, 1992)
(7) Not Applicable
(8) (a) Amended General Agency Agreement
(b) Management Agreement Between ML Life Insurance Company of New York and Merrill
Lynch Asset Management, Inc. (Incorporated by Reference to Registrant's Form N-4
Registration No. 33-45380 Filed January 29, 1992)
(c) Agreement Between ML Life Insurance Company of New York and Merrill Lynch Variable
Series Funds, Inc. Relating to Maintaining Constant Net Asset Value for the
Reserve Assets Fund (Incorporated by Reference to Registrant's Form N-4
Registration No. 33-45380 Filed April 28, 1993)
(d) Agreement Between ML Life Insurance Company of New York and Merrill Lynch Variable
Series Funds, Inc. Relating to Maintaining Constant Net Asset Value for the
Domestic Money Market Fund (Incorporated by Reference to Registrant's Form N-4
Registration No. 33-45380 Filed April 28, 1993)
</TABLE>

C-1
<PAGE>

<TABLE>
<C> <C> <S>
(e) Agreement Between ML Life Insurance Company of New York and Merrill Lynch Variable
Series Funds, Inc. Relating to Valuation and Purchase Procedures (Incorporated by
Reference to Registrant's Form N-4 Registration No. 33-45380 Filed April 28,
1993)
(f) Service Agreement Between ML Life Insurance Company of New York and Merrill Lynch
Insurance Group, Inc. (Incorporated by Reference to Registrant's Form N-4
Registration No. 33-45380 Filed January 29, 1992)
(g) Reimbursement Agreement Between Merrill Lynch Asset Management, Inc. and Merrill
Lynch Life Agency (Incorporated by Reference to Registrant's Form N-4
Registration No. 33-45380 Filed April 28, 1993)
(h) Form of Participation Agreement Between Merrill Lynch Variable Series Funds, Inc.,
Merrill Lynch Life Insurance Company, ML Life Insurance Company of New York, and
Family Life Insurance Company
(9) Opinion of Barry G. Skolnick, Esq. and Consent to its use as to the legality of
the securities being registered
(10) (a) Written Consent of Sutherland, Asbill & Brennan
(b) Written Consent of Deloitte & Touche, independent auditors
(11) Not Applicable
(12) Not Applicable
(13) Schedule for Computation of Performance Quotations (Incorporated by Reference to
Registrant's Form N-4 Registration No. 33-45380 Filed May 17, 1993)
(14) (a) Power of Attorney from Frederick J.C. Butler (Incorporated by Reference to
Registrant's Form N-4 Registration No. 33-45380 Filed March 2, 1994)
(b) Power of Attorney from Michael P. Cogswell (Incorporated by Reference to
Registrant's Form N-4 Registration No. 33-45380 Filed March 2, 1994)
(c) Power of Attorney from Sandra K. Cox (Incorporated by Reference to Registrant's
Form N-4 Registration No. 33-45380 Filed March 2, 1994)
(d) Power of Attorney from Joseph E. Crowne (Incorporated by Reference to Registrant's
Form N-4 Registration No. 33-45380 Filed March 2, 1994)
(e) Power of Attorney from David M. Dunford (Incorporated by Reference to Registrant's
Form N-4 Registration No. 33-45380 Filed March 2, 1994)
(f) Power of Attorney from John C.R. Hele (Incorporated by Reference to Registrant's
Form N-4 Registration No. 33-45380 Filed March 2, 1994)
(g) Power of Attorney from Robert L. Israeloff (Incorporated by Reference to
Registrant's Form N-4 Registration No. 33-45380 Filed March 2, 1994)
(h) Power of Attorney from Allen N. Jones (Incorporated by Reference to Registrant's
Form N-4 Registration No. 33-45380 Filed March 2, 1994)
(i) Power of Attorney from Cynthia L. Kahn (Incorporated by Reference to Registrant's
Form N-4 Registration No. 33-45380 Filed March 2, 1994)
(j) Power of Attorney from Robert A. King (Incorporated by Reference to Registrant's
Form N-4 Registration No. 33-45380 Filed March 2, 1994)
(k) Power of Attorney from Irving M. Pollack (Incorporated by Reference to
Registrant's Form N-4 Registration No. 33-45380 Filed March 2, 1994)
(l) Power of Attorney from Barry G. Skolnick (Incorporated by Reference to
Registrant's Form N-4 Registration No. 33-45380 Filed March 2, 1994)
(m) Power of Attorney from William A. Wilde (Incorporated by Reference to Registrant's
Form N-4 Registration No. 33-45380 Filed March 2, 1994)
(n) Power of Attorney from Anthony J. Vespa (Incorporated by Reference to Registrant's
Form N-4 Registration No. 33-45380 Filed March 2, 1994)
</TABLE>

C-2
<PAGE>
ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR*

<TABLE>
<CAPTION>
NAME PRINCIPAL BUSINESS ADDRESS POSITION WITH DEPOSITOR*
- ----------------------------- ------------------------------------ ---------------------------------------
<S> <C> <C>
Frederick J.C. Butler 1050 Park Avenue Director.
Apt. 11D
New York, NY 10028
Michael P. Cogswell 800 Scudders Mill Road Director, Vice President and Senior
Plainsboro, NJ 08536 Counsel.
Sandra K. Cox 800 Scudders Mill Road Director.
Plainsboro, NJ 08536
Joseph E. Crowne 800 Scudders Mill Road Director, Senior Vice President, Chief
Plainsboro, NJ 08536 Financial Officer, Chief Actuary and
Treasurer.
David M. Dunford 800 Scudders Mill Road Director, Senior Vice President and
Plainsboro, NJ 08536 Chief Investment Officer.
John C.R. Hele 800 Scudders Mill Road Director and Senior Vice President.
Plainsboro, NJ 08536
Robert L. Israeloff Israeloff, Trattner & Co. Director.
11 Sunrise Plaza
Valley Stream, NY 11580-6169
Allen N. Jones 250 Vesey Street Director.
New York, NY 10281
Cynthia L. Kahn Rogers & Wells Director.
200 Park Avenue
New York, NY 10166
Robert A. King Marymount College Director.
Marymount Avenue
Tarrytown, NY 10591
Irving M. Pollack 11400 Strand Drive Director.
Apt. 310
Rockville, MD 20852-2970
Barry G. Skolnick 800 Scudders Mill Road Director, Senior Vice President,
Plainsboro, NJ 08536 General Counsel and Secretary.
Anthony J. Vespa 800 Scudders Mill Road Director, Chairman of the Board,
Plainsboro, NJ 08536 President and Chief Executive Officer.
William A. Wilde 800 Scudders Mill Road Director.
Plainsboro, NJ 08536
Deborah Adler 800 Scudders Mill Road Vice President and Actuary.
Plainsboro, NJ 08536
Robert M. Bordeman 800 Scudders Mill Road Vice President, Controller and
Plainsboro, NJ 08536 Assistant Secretary.
Robert J. Boucher 1414 Main Street Senior Vice President, Variable Life
Springfield, MA 01102 Administration.
Melissa Dwyer 100 Church Street Vice President, Administrative Manager
11th Floor and Assistant Secretary.
New York, NY 10080-6511
Eileen Dyson 4804 Deer Lake Drive East Vice President and Assistant Secretary.
Jacksonville, FL 32246
Peter P. Massa 800 Scudders Mill Road Vice President.
Plainsboro, NJ 08536
Shelley K. Parker 1414 Main Street Vice President.
Springfield, MA 01102
Julia Raven 800 Scudders Mill Road Vice President.
Plainsboro, NJ 08536
</TABLE>

C-3
<PAGE>

<TABLE>
<CAPTION>
NAME PRINCIPAL BUSINESS ADDRESS POSITION WITH DEPOSITOR*
- ----------------------------- ------------------------------------ ---------------------------------------
<S> <C> <C>
Frederick H. Steele 800 Scudders Mill Road Vice President.
Plainsboro, NJ 08536
Thomas J. Thatcher 4804 Deer Lake Drive East Vice President and Assistant Secretary.
Jacksonville, FL 32246
Robert Viamari 1414 Main Street Vice President.
Springfield, MA 01102
Denis G. Wuestman 800 Scudders Mill Road Vice President.
Plainsboro, NJ 08536
<FN>
- ------------------------
* Each director is elected to serve until the next annual shareholder
meeting or until his or her successor is elected and shall have qualified.
</TABLE>

ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR
REGISTRANT

ML Life Insurance Company of New York is an indirect wholly-owned subsidiary
of Merrill Lynch & Co., Inc.

A list of subsidiaries of Merrill Lynch & Co., Inc. appears below.

<PAGE> 1
SUBSIDIARIES OF THE REGISTRANT

The following are subsidiaries of ML & Co. as of March 15, 1994 and the states
or jurisdictions in which they are organized. Indentation indicates the
principal parent of each subsidiary. Except as otherwise specified, in each
case ML & Co. owns, directly or indirectly, at least 99% of the voting
securities of each subsidiary. The names of particular subsidiaries have been
omitted because, considered in the aggregate as a single subsidiary, they would
not constitute, as of the end of the year covered by this report, a
"significant subsidiary" as that term is defined in Rule 1.02(v) of Regulation
S-X, under the Securities Exchange Act of 1934.

<TABLE>
<CAPTION>
STATE OR JURIS-
NAME DICTION OF ENTITY
- ---- -----------------
<S> <C>
Merrill Lynch & Co., Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . Delaware
Merrill Lynch, Pierce, Fenner & Smith Incorporated 1 . . . . . . . . . . . Delaware
Broadcort Capital Corp . . . . . . . . . . . . . . . . . . . . . . . . Delaware
Merrill Lynch & Co., Canada Ltd. . . . . . . . . . . . . . . . . . . . Ontario
Merrill Lynch Canada Incorporated/Incorporee . . . . . . . . . . . Nova Scotia
Merrill Lynch Life Agency Inc. . . . . . . . . . . . . . . . . . . . . Arizona
Merrill Lynch Life Agency Inc. . . . . . . . . . . . . . . . . . . . . Arkansas
Merrill Lynch Life Agency Inc. . . . . . . . . . . . . . . . . . . . . Idaho
Merrill Lynch Life Agency Inc. . . . . . . . . . . . . . . . . . . . . Illinois
Merrill Lynch Life Agency Inc. . . . . . . . . . . . . . . . . . . . . Massachusetts
Merrill Lynch Life Agency Inc. . . . . . . . . . . . . . . . . . . . . Montana
Merrill Lynch Life Agency Inc. . . . . . . . . . . . . . . . . . . . . New Mexico
Merrill Lynch Life Agency Inc. . . . . . . . . . . . . . . . . . . . . Ohio
Merrill Lynch Life Agency Inc. . . . . . . . . . . . . . . . . . . . . Oklahoma
Merrill Lynch Life Agency Inc. . . . . . . . . . . . . . . . . . . . . Puerto Rico
Merrill Lynch Life Agency Inc. . . . . . . . . . . . . . . . . . . . . South Dakota
Merrill Lynch Life Agency Inc. . . . . . . . . . . . . . . . . . . . . Virgin Islands
Merrill Lynch Life Agency Inc. . . . . . . . . . . . . . . . . . . . . Washington
Merrill Lynch Life Agency Inc. . . . . . . . . . . . . . . . . . . Alabama
Merrill Lynch Life Agency of Maine, Inc. . . . . . . . . . . . . . Maine
Merrill Lynch Life Agency Ltd. . . . . . . . . . . . . . . . . . . . . Mississippi
ML Life Agency Inc. . . . . . . . . . . . . . . . . . . . . . . . . . Texas
Merrill Lynch Princeton Incorporated . . . . . . . . . . . . . . . . . Delaware
ROC Denver, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . Delaware
R.O.C. Florida, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . Florida
ROC Texas, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . Texas
Wagner Stott Clearing Corp. 2 . . . . . . . . . . . . . . . . . . . . Delaware
Green Equity, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . New Jersey
Merrill Lynch Bank & Trust Co. . . . . . . . . . . . . . . . . . . . . . . New Jersey
Merrill Lynch Capital Services, Inc. . . . . . . . . . . . . . . . . . . . Delaware
Merrill Lynch Derivative Products, Inc. 3 . . . . . . . . . . . . . . . . Delaware
Merrill Lynch Government Securities Inc. . . . . . . . . . . . . . . . . . Delaware
Merrill Lynch Government Securities of Puerto Rico S.A. . . . . . . . Delaware
Merrill Lynch Money Markets Inc. . . . . . . . . . . . . . . . . . . . Delaware
Merrill Lynch Mortgage Capital Inc. . . . . . . . . . . . . . . . . . Delaware
Merrill Lynch Group, Inc. . . . . . . . . . . . . . . . . . . . . . . . . Delaware
HQ North Company, Inc. . . . . . . . . . . . . . . . . . . . . . . . . New York
Investor Protection Insurance Company . . . . . . . . . . . . . . . . Vermont
Merrill Lynch Capital Partners, Inc. . . . . . . . . . . . . . . . . . Delaware
Merrill Lynch Fiduciary Services, Inc. . . . . . . . . . . . . . . . . New York
</TABLE>

- ----------------------------
1 MLPF&S also conducts business as "Merrill Lynch & Co."
2 The preferred stock of the corporation is owned by an unaffiliated group of
investors.
3 ML & Co. owns 100% of this corporation's outstanding common voting stock.
100% of the outstanding preferred voting stock is held by outside parties.
The board of directors consist of 14 members, 12 of which are ML & Co.
employees and 2 of which represent outside parties.
<PAGE> 2
<TABLE>
<CAPTION>
STATE OR JURIS-
NAME DICTION OF ENTITY
- ---- -----------------
<S> <C>
MERRILL LYNCH & CO., INC. (CONT'D)
MERRILL LYNCH GROUP, INC. (CONT'D)
Merrill Lynch Futures Inc. . . . . . . . . . . . . . . . . . . . . . . Delaware
Merrill Lynch, Hubbard Inc. . . . . . . . . . . . . . . . . . . . . . Delaware
MLH Group Inc. 4 . . . . . . . . . . . . . . . . . . . . . . . . . Delaware
Merrill Lynch Corporate Pass-Through Securities, Inc. . . . . Delaware
Merrill Lynch Insurance Group, Inc. . . . . . . . . . . . . . . . . . Delaware
Merrill Lynch Life Insurance Company . . . . . . . . . . . . . . . Arkansas
ML Life Insurance Company of New York . . . . . . . . . . . . . . New York
Merrill Lynch International Finance Corporation . . . . . . . . . . . New York
Merrill Lynch International Bank Limited . . . . . . . . . . . . . England
Merrill Lynch Bank (Suisse) S.A. . . . . . . . . . . . . . . . Switzerland
Merrill Lynch Trust Company (Jersey) Limited . . . . . . . . . Jersey, Channel Island
Merrill Lynch L.P. Holdings, Inc. . . . . . . . . . . . . . . . . . . Delaware
Merrill Lynch MBP Inc. . . . . . . . . . . . . . . . . . . . . . . . . Delaware
Merrill Lynch National Financial . . . . . . . . . . . . . . . . . . . Utah
Merrill Lynch Private Capital Inc. 5 . . . . . . . . . . . . . . . . . Delaware
Merrill Lynch Trust Company of America . . . . . . . . . . . . . . . . Illinois
Merrill Lynch Trust Company of California . . . . . . . . . . . . . . California
Merrill Lynch Trust Company . . . . . . . . . . . . . . . . . . . . . New Jersey
Merrill Lynch Trust Company . . . . . . . . . . . . . . . . . . . . . Florida
Merrill Lynch Trust Company of Texas . . . . . . . . . . . . . . . . . Texas
Merrill Lynch Business Financial Services Inc. . . . . . . . . . . Delaware
Merrill Lynch Credit Corporation . . . . . . . . . . . . . . . . . Delaware
Merrill Lynch Home Equity Acceptance, Inc. . . . . . . . . . . Delaware
Merrill Lynch/WFC/L, Inc. . . . . . . . . . . . . . . . . . . . . . . New York
ML Futures Investment Partners Inc. . . . . . . . . . . . . . . . . . Delaware
ML IBK Positions Inc. . . . . . . . . . . . . . . . . . . . . . . . . Delaware
Merrill Lynch Interfunding Inc. 6 . . . . . . . . . . . . . . . . Delaware
ML Leasing Equipment Corp. 7 . . . . . . . . . . . . . . . . . . . . . Delaware
Merlease Leasing Corp. . . . . . . . . . . . . . . . . . . . . . . Delaware
Merrill Lynch Venture Capital Inc. . . . . . . . . . . . . . . . . Delaware
Princeton Services, Inc. 8 . . . . . . . . . . . . . . . . . . . . . . Delaware
Merrill Lynch International Incorporated . . . . . . . . . . . . . . . . . Delaware
Merrill Lynch GFX, Inc. . . . . . . . . . . . . . . . . . . . . . . . Delaware
Merrill Lynch International (Australia) Limited . . . . . . . . . . . New South Wales
Merrill Lynch International Bank . . . . . . . . . . . . . . . . . . . United States
Merrill Lynch International Holdings Inc. . . . . . . . . . . . . . . Delaware
Merrill Lynch Bank (Austria) Aktiengesellschaft A.G. . . . . . . . Austria
Merrill Lynch Bank and Trust Company (Cayman) Limited . . . . . . Cayman Islands,
British West Indies
Merrill Lynch International & Co. 9 . . . . . . . . . . . . . Netherlands Antilles
Merrill Lynch Capital Markets A.G. . . . . . . . . . . . . . . . . Switzerland
Merrill Lynch Europe Limited . . . . . . . . . . . . . . . . . . . England
Merrill Lynch International Limited . . . . . . . . . . . . . England
</TABLE>

- ----------------------------
4 This corporation has over 30 direct or indirect subsidiaries operating in
the United States and serving as either general partners or associate
general partners of real estate limited partnerships.
5 This corporation has 16 subsidiaries which have engaged in direct principal
lending and investment management.
6 This company has 10 subsidiaries holding or having a direct or indirect
interest in specific investments on its behalf.
7 This corporation has 48 direct or indirect subsidiaries operating in the
United States and serving as either general partners or associate general
partners of limited partnerships.
8 This corporation is the general partner of Merrill Lynch Asset Management,
L.P. (whose co-limited partners are ML & Co. and an indirect subsidiary of
ML & Co.).
9 A partnership among subsidiaries of ML & Co.
<PAGE> 3
<TABLE>
<CAPTION>
STATE OR JURIS-
NAME DICTION OF ENTITY
- ---- -----------------
<S> <C>
MERRILL LYNCH & CO., INC. (CONT'D)
MERRILL LYNCH INTERNATIONAL INCORPORATED (CONT'D)
MERRILL LYNCH INTERNATIONAL HOLDINGS INC. (CONT'D)
MERRILL LYNCH EUROPE LIMITED (CONT'D)
Merrill Lynch Limited . . . . . . . . . . . . . . . . . . . . England
Merrill Lynch, Pierce, Fenner & Smith (Brokers & Dealers)
Limited . . . . . . . . . . . . . . . . . . . . . . . . . . England
Merrill Lynch Europe Ltd. . . . . . . . . . . . . . . . . . . . . Cayman Islands,
British West Indies
Merrill Lynch Holding GmbH 10 . . . . . . . . . . . . . . . . . . Fed. Rep. of Germany
Merrill Lynch Bank A.G. . . . . . . . . . . . . . . . . . . . Fed. Rep. of Germany
Merrill Lynch GmbH . . . . . . . . . . . . . . . . . . . . . . Fed. Rep. of Germany
Merrill Lynch Holding S.A.F. . . . . . . . . . . . . . . . . . . . France
Merrill Lynch Capital Markets (France) S.A. . . . . . . . . . France
Merrill Lynch Hong Kong Securities Limited . . . . . . . . . . . . Hong Kong
Merrill Lynch Japan Incorporated . . . . . . . . . . . . . . . . . . . Delaware
Merrill Lynch Specialists Inc. . . . . . . . . . . . . . . . . . . . . . . Delaware
</TABLE>

- ----------------------------
10 ML & Co. holds a 50% interest in this corporation, with the remaining 50%
interest held by an outside party.

<PAGE>
ITEM 27. NUMBER OF CONTRACTS

The number of contracts in force as of January 28, 1994 was 2,489.

ITEM 28. INDEMNIFICATION

There is no indemnification of the principal underwriter, Merrill Lynch,
Pierce, Fenner & Smith Incorporated, with respect to the Contract.

The indemnity agreement between ML Life Insurance Company of New York ("ML
of New York") and its affiliate Merrill Lynch Life Agency, Inc. ("MLLA"), with
respect to MLLA's general agency responsibilities on behalf of ML of New York
and the Contract, provides:

ML of New York will indemnify and hold harmless MLLA and all persons
associated with MLLA as such term is defined in Section 3(a)(21) of the
Securities Exchange Act of 1934 against all claims, losses, liabilities
and expenses, to include reasonable attorneys' fees, arising out of the
sale by MLLA of insurance products under the above-referenced Agreement,
provided that ML of New York shall not be bound to indemnify or hold
harmless MLLA or its associated persons for claims, losses, liabilities
and expenses arising directly out of the willful misconduct or
negligence of MLLA or its associated persons.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions or otherwise, the Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

ITEM 29. PRINCIPAL UNDERWRITERS

(a) Merrill Lynch, Pierce, Fenner & Smith Incorporated also acts as
principal underwriter for the following additional funds: CBA Money Fund; CMA
Government Securities Fund; CMA Money Fund; CMA Tax-Exempt Fund; CMA Treasury
Fund; CMA Multi-State Municipal Series Trust; The Corporate Fund Investment
Accumulation Program, Inc.; The Municipal Fund Investment Accumulation Program,
Inc.; Corporate Income Fund; Equity Income Fund; The Fund of Stripped ("Zero")
U.S. Treasury Securities; The GNMA Investment Accumulation Program; Government
Security

C-4
<PAGE>
Income Fund; International Bond Fund; The Liberty Street Trust Municipal Monthly
Payment Series; The Merrill Lynch Fund of Stripped ("Zero") U.S. Treasury
Securities; Merrill Lynch Trust for Government Securities; Municipal Income
Fund; and Municipal Investment Trust Fund.

Merrill Lynch, Pierce, Fenner & Smith Incorporated also acts as principal
underwriter for the following additional accounts: ML of New York Variable
Annuity Separate Account A; Merrill Lynch Life Variable Life Separate Account;
Merrill Lynch Life Variable Life Separate Account II; Merrill Lynch Life
Variable Annuity Separate Account; Merrill Lynch Life Variable Annuity Separate
Account A; Merrill Lynch Life Variable Annuity Separate Account B; ML of New
York Variable Life Separate Account; ML of New York Variable Life Separate
Account II and ML of New York Variable Annuity Separate Account.

(b) The directors, president, treasurer and executive vice presidents of
Merrill Lynch, Pierce, Fenner & Smith Incorporated are as follows:

<TABLE>
<CAPTION>
NAME AND PRINCIPAL
BUSINESS ADDRESS POSITIONS AND OFFICES WITH UNDERWRITER
- --------------------------------- ---------------------------------------------
<S> <C>
Herbert M. Allison, Jr.* Director and Executive Vice President
Barry S. Friedberg* Director and Executive Vice President
Edward L. Goldberg* Director and Executive Vice President
Stephen L. Hammerman* Director, Vice Chairman and General Counsel
Jerome P. Kenney* Director and Executive Vice President
David H. Komansky* Director and Executive Vice President
Theresa Lang* Senior Vice President and Treasurer
Daniel T. Napoli* Director and Senior Vice President
Thomas H. Patrick* Director and Executive Vice President
Winthrop H. Smith, Jr.* Director and Executive Vice President
John L. Steffens* Director and Executive Vice President
Daniel P. Tully* Director, Chairman of the Board, President
and Chief Executive Officer
Roger M. Vasey* Director and Executive Vice President
Arthur H. Zeikel** Director and Executive Vice President
<FN>
- ------------------------
*World Financial Center, 250 Vesey Street, New York, NY 10281
**800 Scudders Mill Road, Plainsboro, New Jersey 08536
</TABLE>

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS

All accounts, books, and records required to be maintained by Section 31(a)
of the 1940 Act and the rules promulgated thereunder are maintained by the
depositor at the principal executive offices at 100 Church Street, 11th Floor,
New York, New York 10080-6511, at Merrill Lynch Insurance Group Services, Inc.
at 4804 Deer Lake Drive East, Jacksonville, Florida 32246, and at the office of
the General Counsel at 800 Scudders Mill Road, Plainsboro, New Jersey 08536.

ITEM 31. NOT APPLICABLE

ITEM 32. UNDERTAKINGS

(a) Registrant undertakes to file a post-effective amendment to the
Registrant Statement as frequently as is necessary to ensure that the audited
financial statements in the Registration Statement are never more than 16 months
old for so long as payments under the variable annuity contracts may be
accepted.

C-5
<PAGE>
(b) Registrant undertakes to include either (1) as part of any application
to purchase a contract offered by the prospectus, a space that an applicant can
check to request a statement of additional information, or (2) a postcard or
similar written communications affixed to or included in the prospectus that the
applicant can remove to send for a statement of additional information.

(c) Registrant undertakes to deliver any statement of additional information
and any financial statements required to be made available under this Form
promptly upon written or oral request.

C-6
<PAGE>
SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant, ML of New York Variable Annuity Separate Account B,
certifies that it meets the requirements of Securities Act Rule 486(b) for
effectiveness of this Post-Effective Amendment No. 5 to the Registration
Statement and has caused this Registration Statement to be signed on its behalf,
in the City of Plainsboro, State of New Jersey, on the 25th day of April, 1994.

ML of New York Variable Annuity
-------------------------------------------
Separate Account B
-------------------------------------------
(Registrant)

Attest: /s/ SANDRA K. KELLY By: /s/ BARRY G. SKOLNICK
--------------------------------------------
- -------------------------------------------- Barry G. Skolnick
Sandra K. Kelly Senior Vice President of
Assistant Vice President ML Life Insurance Company of New York
ML Life Insurance Company of New York
----------------------------------------
(Depositor)

Attest: /s/ SANDRA K. KELLY By: /s/ BARRY G. SKOLNICK
--------------------------------------------
- ------------------------------------------- Barry G. Skolnick
Sandra K. Kelly Senior Vice President
Assistant Vice President
</TABLE>

As required by the Securities Act of 1933, this Post-Effective Amendment No.
4 to the Registration Statement has been signed below by the following persons
in the capacities indicated on April 25, 1994.

<TABLE>
<CAPTION>
SIGNATURE TITLE
- -------------------------------------------------------- --------------------------------------------------------
<C> <S>
* Chairman of the Board, President and Chief Executive
-------------------------------------------- Officer
Anthony J. Vespa
* Director, Senior Vice President, Chief Financial
-------------------------------------------- Officer, Chief Actuary and Treasurer
Joseph E. Crowne
* Director, Senior Vice President, and Chief Investment
-------------------------------------------- Officer
David M. Dunford
*
-------------------------------------------- Director and Senior Vice President
John C.R. Hele
*
-------------------------------------------- Director, Vice President and Senior Counsel
Michael P. Cogswell
*
-------------------------------------------- Director
Frederick J.C. Butler
</TABLE>

C-7
<PAGE>

<TABLE>
<CAPTION>
SIGNATURE TITLE
- -------------------------------------------------------- --------------------------------------------------------
<C> <S>
*
-------------------------------------------- Director
Sandra K. Cox
*
-------------------------------------------- Director
Robert L. Israeloff
*
-------------------------------------------- Director
Allen N. Jones
*
-------------------------------------------- Director
Cynthia L. Kahn
*
-------------------------------------------- Director
Robert A. King
*
-------------------------------------------- Director
Irving M. Pollack
*
-------------------------------------------- Director
William A. Wilde
*By: /s/ BARRY G. SKOLNICK In his own capacity as Director, Senior Vice President
------------------------------------------- and General Counsel and as Attorney-In-Fact
Barry G. Skolnick
</TABLE>

C-8
<PAGE>
EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION PAGE
- --------------- --------------------------------------------------------------------------------------- ---------
<C> <S> <C>
(b)(8)(a) Amended General Agency Agreement....................................................... C-
(h) Form of Participation Agreement Between Merrill Lynch Variable Series Funds, Inc.,
Merrill Lynch Life Insurance Company, ML Life Insurance Company of New York, and
Family Life Insurance Company......................................................... C-
(9) Opinion of Barry G. Skolnick, Esq. and Consent to its use as to the legality of the
securities being registered........................................................... C-
(10)(a) Written Consent of Sutherland, Asbill & Brennan........................................ C-
(b) Written Consent of Deloitte & Touche, independent auditors............................. C-
</TABLE>

C-9

<PAGE> 1
GENERAL AGENCY AGREEMENT

This Agreement, effective as of the 3rd day of August, 1987, is made
between Royal Tandem Life Insurance Company (the "Company"), a New York
insurance company, and Merrill Lynch Life Agency Inc., a Washington
corporation, and the corporations listed together with their respective states
of incorporation on the signature pages hereof, (hereinafter referred to
collectively as the "General Agent").

I. Appointment

Subject to all the terms of this Agreement, the General Agent is
hereby appointed by the Company to represent it in the sale of the products
set forth in Appendix A (which is attached to and made part of this Agreement),
or supplements thereto executed by the Company and the General Agent, in any
jurisdiction in which the Company and the General Agent are both licensed and
in which the products may be legally sold.

The General Agent hereby accepts such appointment. The Company and
the General Agent agree that this Agreement is not an exclusive Agreement and
no rights of exclusivity arise herefrom in favor of either party.

<PAGE> 2
- 2 -

II. Authorization

The General Agent is authorized to:

a. promote, market, solicit, sell and deliver policies and
contracts, collect and receive initial premiums and
considerations thereon, and perform any other act
specifically authorized by this Agreement or in writing by
the Company, and

b. appoint such sub-agents and solicitors, subject to the
approval of the Company, as the General Agent deems
necessary to conduct the General Agency business under
this Agreement.

Neither the General Agent nor any sub-agent is authorized to
make, alter or discharge any policy or contract for the Company, waive charges,
lapses or forfeitures, name special rates, guarantee interest rates, policy
values or dividends, incur any debt or liability in the Company's name, or
otherwise bind the Company in any way, or under any circumstances to execute
any receipt for deferred or renewal premiums or considerations, or make any
endorsement on any policy or contract of the Company, or to receive any
payments due or to become due to the Company, except for initial premiums or
considerations on the policies and contracts covered by this Agreement. The
Company shall maintain one or more administrative office(s) to which all policy
applications, premiums and policy service requests shall be referred by the
General Agent.

<PAGE> 3
- 3 -

III. Relationship

The General Agent is an independent contractor, and shall be
free to exercise independent judgment as to the time and manner of performing
the services authorized by this Agreement, subject to the limitations described
in this Agreement and to such rules and regulations as are now in effect or as
may hereafter be adopted from time to time respecting the conduct of the
Company's business and not interfering with the indicated freedom of action of
the General Agent. Nothing contained herein shall be construed as creating any
relationship other than that of independent contractor between the Company and
the General Agent, nor as creating any relationships of employer and employee
between the Company and any sub-agent or any employee of the General Agent or
any sub-agent, nor make any employee of the General Agent or any sub-agent
eligible to participate as a member in the Company's Group Insurance,
Investment or Retirement Plans nor shall any period under this Agreement be
counted as a period of membership under any of such Plans. Nothing contained
in this Agreement shall restrict the General Agent from representing any other
insurer.

IV. Expenses

The General Agent shall pay all expenses whatsoever connected
with operating its business. The Company shall not be

<PAGE> 4
- 4 -

liable for any expenses incurred by the General Agent or any sub-agent unless
the Company has specifically agreed in writing to pay such expenses.

V. Notice

A. The Company will give the General Agent the earliest
practicable notice in advance of any changes made with regard to products
marketed under this Agreement. If the decision to make changes with regard to
such products is not in response to legal or regulatory mandate, 30 days prior
written notice to the General Agent is required.

B. The Company will notify the General Agent within 10 days
of its making public any actual or impending material adverse change in the
Company's financial condition, the financial condition of any subsidiary, parent
company or reinsurer, or if the "Best's" rating of the Company, any subsidiary,
parent or reinsurer has been or is to be lowered.

C. (1) Within 20 days after the Company has sent or delivered the
following reports to the pertinent regulatory agency, the
Company agrees to send or furnish the General Agent a copy of
each such report actually filed. The reports are:

(a) The Annual Statement of the Company filed with the
Company's state of domicile.

<PAGE> 5
- 5 -

(b) The Quarterly Convention Statement of the Company filed
with the Company's state of domicile.

(2) If the Company is part of an insurance holding company
system under the laws of its state of domicile and subject to
said laws, the Company agrees to send, within 20 days of
delivery to the pertinent regulatory agency, copies of the
following:

(a) Any amendments to the Company's Registration Statement.

(b) The Company's Annual Report describing transactions during
the prior year with entities within the holding company
system.

(c) Any requests for approval filed by the Company with said
regulatory agency with respect to any proposed
transaction(s) between the Company and any entity within
the holding company system.

(d) If applicable, the 10-K report of the Company's parent
filed with the United States Securities and Exchange
Commission ("SEC").

(e) if applicable, the 10-Q report of the Company's parent
filed with the SEC.

<PAGE> 6
- 6 -

D. Each party will notify the other of any regulatory or
administrative investigation or inquiry, claim or judicial proceeding or
customer complaint which may affect products marketed or services rendered
under this Agreement within 10 days of its receipt of notice of such action,
excluding, however, claims for benefits under a policy or application or
contests regarding the validity, enforceability, or construction of any policy
or application issued by the company.

(1) Within 10 days after receipt by either party of
notice of any such investigation, claim, proceeding or customer complaint, the
party in receipt thereof will notify the other party by forwarding a copy of
all documents received in connection with the matter and will communicate to the
other party additional information it deems reasonably necessary to furnish the
other party a complete understanding of same.

(2) In the case of a customer complaint with respect to
the General Agent, any sub-agent or any company or person affiliated with the
General Agent or any sub-agent, the Company shall not take any final action with
respect to such complaint without prior consultation with the General Agent.

(3) For the purposes of this Agreement, the term
"customer complaint" shall mean a written communication either directly from a
purchaser or his legal representative or

<PAGE> 7
- 7 -

indirectly from a regulatory agency to which he or his legal representative has
written, expressing a grievance.

(4) Each party agrees to cooperate fully with the other
in any administrative or regulatory investigation or inquiry, claim or judicial
proceeding or customer complaint regarding products marketed or services
rendered under this Agreement.

E. Any change in interest rates for new contracts or renewals
will be confirmed in writing to the General Agent.

F. Any written notice under this Agreement shall be deemed to
have been given when delivered personally or when mailed by first class mail,
postage prepaid, or sent by prepaid telegram to the address of record of the
recipient with the sender.

The initial addresses of record of the parties are as follows:

Merrill Lynch Life Agency Inc.
800 Scudders Mill Road
Plainsboro, New Jersey 08536
Attention: Robert C. McClanahan, Jr.

Royal Tandem Life Insurance Company
1700 Broadway
New York, New York 10019
Attention: James J. McDonnell

<PAGE> 8
- 8 -

IV. Compensation

A. The Company will from time to time publish Compensation
Schedules, which shall, when published, become a part of this Agreement. Each
Compensation Schedule shall have a stated effective date, which shall be no
earlier than the date of its delivery to the General Agent. Each Compensation
Schedule shall contain compensation information pertaining to one or more
products, and may contain rules and conditions relating to the sales of such
products and the compensation therefor. Each Compensation Schedule shall apply
to the payment by the Company to the General Agent for all products covered by
such Compensation Schedule on and after its effective date.

B. The Company will send a Statement of Account, including
overrides and any agreed expense reimbursement allowances, for the preceding
month to the General Agent within 15 days after the end of each month and pay
to the General Agent any net monies found to be due under the terms of this
Agreement within 30 days thereafter.

VII. Territory, Withdrawal of Business and Policy Forms; Licensing

The Company, upon 10 days prior written notice to the General
Agent, may stop doing business in any state or territory and withdraw any
policy or contract forms from the General Agent. The Company may suspend the
sale of any policy or contract upon notice to the General Agent.

<PAGE> 9
- 9 -

The General Agent will be responsible for securing the
licensing and making the formal appointment of its sub-agents. At the General
Agent's request, the Company will furnish reasonable cooperation in connection
therewith.

VIII. Books, Records

A. The Company and its designees shall have the right, during
normal business hours and upon 10 days prior written notice, to inspect the
books and records of the General Agent or any sub-agent relating solely to the
business contemplated by this Agreement. The General Agent shall have the
same right to inspect the books and records of the Company.

B. The Company shall furnish the General Agent with specimen
forms required by regulations, such as replacement analysis forms, and
disclosure material required for use in connection with the sale of the
Company's products.

C. The Company shall furnish the General Agent with current
customer data such as names, addresses and policy terms as reasonably
requested.

D. Any unused policies, forms, applications and other
supplies furnished by the Company to the General Agent shall always remain the
property of the Company and shall be accounted for and returned by the General
Agent to the Company on demand.

<PAGE> 10
- 10 -

E. From time to time, the Company may develop and make
available to the General Agent computer software or related materials
("Software"), in magnetic, written or other form, to be used in connection with
the sale of the Company's products. The Company hereby grants the General
Agent a non-exclusive, royalty-free license to use any such Software in
connection with the performance of its obligations hereunder. The Company
warrants that it has the right to grant such license. The General Agent
agrees not to copy such Software, except as required to perform its obligations
hereunder, nor to generate or obtain written copies of such Software supplied
in magnetic form and to return all such Software and all copies thereof upon
demand or upon the termination of this Agreement.

IX. Product Names

A. The Company hereby represents and warrants that the
Company has the right to use any product name being used by the Company in
connection with this Agreement.

B. The Company shall indemnify and defend the General Agent
from and against any and all claims (including the costs of reasonable
attorneys' fees, investigation and defense of such claims) for infringement of
the rights of third parties with respect to the use of any of the Company's
product names in connection with this Agreement.

<PAGE> 11
- 11 -

C. Each party shall notify the other promptly in writing of
any and all allegations or claims by others of which it may become aware that
the use of any of the Company's product names infringes any trademark or
service mark, violates any property right of a third party, or violates or is
contrary to any law, regulation, order, consent, or the like. The
indemnification provided for in the preceding paragraph shall not apply if the
General Agent has failed to furnish such prompt notification with respect to
the claim giving rise to the indemnification, and the Company has been
prejudiced by such failure. The Company shall notify the General Agent of the
settlement or other outcome of any such claim or suit.

X. Indemnification

A. The Company shall indemnify and hold the General Agent and
any sub-agent, director, officer, employee or agent thereof harmless against
and from all civil liability, including attorneys' fees and costs of
investigation and defense incident thereto arising as a result of errors,
omissions, negligence, misrepresentation or wrongful action of the Company,
including failure to comply with any provision of this Agreement or with any
applicable federal law or regulation, state law or regulation, administrative
rule or regulation, or rule of any applicable self-regulatory organization.
The General Agent shall indemnify and hold the

<PAGE> 12
- 12 -

Company and any director, officer, employee or agent thereof harmless against
and from all civil liability, including attorneys' fees and costs of
investigation and defense incident thereto arising as a result of errors,
omissions, negligence, misrepresentation or wrongful action of the General
Agent or sub-agents including failure to comply with any provision of this
Agreement or with any applicable federal law or regulation, state law or
regulation, administrative rule or regulation, or rule of any applicable
self-regulatory organization. This Section X will survive the termination of
this Agreement.

XI. Customer Confidentiality

The Company shall not disclose the names and addresses of the
General Agent's customers and applicants to any other insurance company,
investment adviser, or securities broker dealer (including affiliates of the
Company) nor to any agent, agency manager, broker or other sales representative
of such companies. The Company may not, without the General Agent's consent,
solicit any of such customers and applicants for any of the Company's products.
Routine communication including renewal notices, premium statements, lapse
notices, reinstatement notices, conservation letters and other contacts with
existing or recently lapsed policy or contract holders

<PAGE> 13
- 13 -

regarding those policies or contracts shall, however, be permitted. This
section is not intended to limit the right of the Company to enter into
administration and servicing agreements with other companies (including
affiliates) under which technical and administrative personnel may have access
to certain names and addresses in the ordinary course of business. Such
agreements will provide for the preservation of the confidentiality of this
information.

XII. General Provisions

A. No assignment of this Agreement shall be valid; no
commissions or any other payments to accrue hereunder shall be assigned or
transferred in whole or in part without the written consent of the Company.
Such consent will not be unreasonably withheld.

B. The first premium or consideration on any policy or
contract covered by this Agreement is due and payable to the Company
immediately upon collection. The General Agent shall immediately remit to the
Company all payments received or collected on behalf of the Company; all such
payments received or collected on behalf of the Company by the General Agent
shall be considered trust funds held for the benefit of the Company. Nothing
herein shall limit the Company's discretion to accept or reject any application
for the purchase of any of its products.

<PAGE> 14
- 14 -

C. Neither the General Agent nor any sub-agent shall pay or
allow any inducement not specified in the policy or contract, nor rebate any
premium or consideration or portion thereof, in any manner whatsoever.

D. The General Agent will perform any investigation required
by the law of the jurisdiction in which any sub-agent's license is sought. The
General Agent vouches for the character, competence and qualifications of each
sub-agent appointed as contemplated by this Agreement. The General Agent will
be responsible for all acts and omissions of each sub-agent relating to any
activities of such sub-agent with respect to the sale of the Company's products
during any period of license. Neither the General Agent nor any sub-agent will
solicit applications for business for the Company in any jurisdiction in which
the Company, the General Agent and the sub-agent are not each duly licensed,
nor use any stationery, letterhead business card or other similar item which
refers to the Company in conjunction with any product which is not a product of
the Company.

E. The Company, subject to the duty of prior consultation in
Clause V. A. 2. hereof, shall have the right to decide, and to settle, any
claim or claims of applicants, policyholders, agents, brokers or others against
the General Agent or the Company in connection with any transaction arising
from this Agreement. If such settlement results in the

<PAGE> 15
- 15 -

rescission of a policy and the total or partial refund of premiums and
considerations previously paid, the General Agent shall return to the Company
all commissions resulting from such premiums and considerations (and the
General Agent shall not be paid any commissions resulting from such premiums
and considerations which commissions have been accrued but not paid). If such
settlement results in a payment other than a refund of premiums and
considerations, the Company reserves the right to seek recovery of the amount
of such payment if the underlying claim resulted from alleged acts or omissions
of the General Agent or any sub-agent. In any proceeding brought to enforce
such right of recovery, the reasonableness of the Company's settlement with the
original claimant shall be presumed in the absence of clear and convincing
evidence proving the contrary.

F. The Company may offset any amount claimed by it under this
Agreement against any account payable by the Company to the General Agent; if
there be nothing payable to the General Agent by the Company, any such amount
shall be the indebtedness of the General Agent and will survive termination of
this Agreement.

G. Nothing in this Agreement shall be deemed to impose any
limitation on the right of the Company immediately to terminate any sub-agent
and the Company's licensing or sponsorship thereof under the law of any state,
with or without

<PAGE> 16
- 16 -

cause and with or without notice, and to require the General Agent immediately
to terminate any agreement or relationship between the General Agent and any
such sub-agent to the extent necessary to preclude any such sub-agent from
representing the Company; any written agreements between the General Agent and
its sub-agents must so provide.

H. This Agreement, together with its attachments, contains
the entire Agreement between the parties concerning any transactions entered
into on or after the date hereof and supersedes any and all prior oral or
written agreements or understandings relating to the subject matter hereof.
This Agreement may be amended, modified or waived, in whole or in part, only by
a writing signed by the party against whom enforcement thereof is sought. This
Agreement shall be binding on the parties' respective successors and assigns.

I. Forbearance, neglect or failure of either party to enforce
strict compliance with any or all provisions of this Agreement shall not waive
any such provision or release the other party hereto in any way. A waiver of a
past act or circumstance shall not constitute or be a course of conduct or
waiver of any subsequent action or circumstance.

J. This Agreement shall be construed and enforced according
to the laws of the State of New York.

<PAGE> 17
- 17 -

K. For convenience, this instrument may be executed in one or
more counterparts, each of which shall be deemed in all respects an original.

ROYAL TANDEM LIFE INSURANCE COMPANY

By: /s/ Marianne Kearns
---------------------------------
(Name)

Vice President
---------------------------------
(Title)

MERRILL LYNCH LIFE AGENCY, INC.

A Washington Corporation

By: /s/ Robert C. McClanahan, Jr.
-----------------------------
(Name)

Senior Vice President
-----------------------------
(Title)

<PAGE> 18
COMPENSATION SCHEDULE

This schedule is an addendum to the General Agency Agreement between the Royal
Tandem Life Insurance Company (the "Company") and Merrill Lynch Life Agency,
Inc. ("General Agent") and applies to the contracts listed below on and after
the effective dates listed for such contracts, when issued by the Company and
placed by agents licensed by the Company who are also sub-agents of the General
Agent.

The General Agent agrees to refund to the Company any commissions attributable
to policies or contracts NTO'd or wholly or partially surrendered during the
first policy year. The charge to the General Agent will be equal to 100% of
monies paid on any portion of the premium surrendered during the first six
months and 50% of any portion of the premium surrendered during the second six
months. For partial surrenders, the recovery will be based on the amount
surrendered less the 10% free corridor amount. There will be no charge back as
a result of the death of the annuitant.

<TABLE>
<CAPTION>
Policy/Contract Form Number Commission Effective Date
- --------------- ----------- ---------- --------------
<S> <C> <C> <C>
Single Premium Alt 1 SPDA-RT-85B 3.5% 8-3-87
Deferred Annuity Alt 2 SPDA-RT-85
Alt 3 SPDA-RT-85A
</TABLE>

MERRILL LYNCH LIFE AGENCY, INC. ROYAL TANDEM LIFE INSURANCE COMPANY

By: /s/ Robert C. McClanahan, Jr. By: /s/ J. McDonnell
------------------------------ -----------------------------

Title: Senior Vice President Title: Senior Vice President
--------------------------- -------------------------

Dated: 10/22/87 Dated: 11/9/87
--------------------------- -------------------------

<PAGE> 19
AMENDMENT ONE

COMPENSATION SCHEDULE

<TABLE>
<CAPTION>
Effective
Policy/Contract Form Number Commission Date
- --------------- ----------- ---------- ---------
<S> <C> <C> <C>
Single Premium Alt 1 SPDA-RT-85B 3.5% 8/3/87
Deferred Annuity Alt 2 SPDA-RT-85
Alt 3 SPDA-RT-85A
</TABLE>

<PAGE> 20
<TABLE>
<CAPTION>
Effective
Policy/Contract Form Number Commission Date
- --------------- ----------- ---------- ---------
<S> <C> <C> <C>
Modified Guaran-
teed Annuity RT-MVA-90 3.5% 11/01/90
</TABLE>

MERRILL LYNCH LIFE AGENCY, INC. ROYAL TANDEM LIFE INSURANCE
COMPANY

By: /s/ Robert C. McClanahan By: /s/ John C. Cirincion
------------------------ ---------------------

Title: Vice President Title: Vice President
---------------------- -------------------

Dated: 12/27/90 Dated: 12/27/90
---------------------- -------------------

<PAGE> 21
ML LIFE INSURANCE COMPANY OF NEW YORK
AMENDMENT 2 TO GENERAL AGENCY AGREEMENT

The General Agency Compensation Schedule to the General Agency
Agreement dated August 3, 1987 between ML Life Insurance Company of New York
("MLLICNY") and Merrill Lynch Life Agency, Inc., et al. ("MLLA") is hereby
amended due to, and as of the introduction of new products, such date being
9/2/92.

This schedule applies to the policies and contracts listed below on and
after the effective dates listed for such policies and contracts, when issued
by MLLICNY, and placed by agents who were licensed by MLLICNY and who were also
agents of MLLA. MLLA agrees to refund to MLLICNY any commissions attributable
to policies or contracts NTO'd or wholly or partially surrendered during the
first six months and 50% on any portion of the premium surrendered during the
second six months. There will be no charge back as a result of the death of
the insured/annuitant.

<TABLE>
<CAPTION>
Policy/Contract Commission Effective Date
- --------------- ---------- --------------
<S> <C>
INVESTOR LIFE
(Single or Joint and Last Survivor)
Flexible Premium Variable
Life Insurance
First Year
First $1,500,000 3.50%
Next $2,500,000 3.50%
Excess Over $4,000,000 3.00%

INVESTOR LIFE PLUS
(Single or Joint and Last Survivor)
Flexible Premium Variable Life Insurance
First Year
First $1,500,000 9.50%
Next $2,500,000 7.50%
Excess Over $4,000,000 5.50%
Renewal Years (2-15)(1)
First $1,500,000 6.35%
Next $2,500,000 4.35%
Excess Over $4,000,000 2.35%

SPIAR Annuity Rider
All $$$ 3.50%

Flexible Premium Variable Annuity
Initial Premium
(Separate Account A*) 3.50%
Internal 1035 Exchanges(2) 3.50%
Additional Premiums 3.50%
</TABLE>

* Note: There are no commissions paid on Separate Account B

----------------------
(1) A Service Fee of 2.00% will be paid after year 15

(2) When one product is exchanged for another within MLLICNY

<PAGE> 22
SIGNATURES

ML Life Insurance Company of New York

By: /s/ Barry G. Skolnick
----------------------------------
Barry G. Skolnick

Title: Senior Vice President, General
-------------------------------
Counsel, and Secretary
-------------------------------

Merrill Lynch Life Agency, Inc., A Washington Corporation

By: /s/ William A. Wilde
----------------------------------
William A. Wilde

Title: Vice President
-------------------------------

- 2 -

<PAGE> 1

PARTICIPATION AGREEMENT

THIS AGREEMENT is made by and among Merrill Lynch Variable
Series Funds, Inc. (the "Fund"), Merrill Lynch Life Insurance Company, an
insurance company organized under the laws of the State of Arkansas, ML Life
Insurance Company of New York, an insurance company organized under the laws of
the State of New York, Family Life Insurance Company, an insurance company
organized under the laws of the State of Washington, -----------------,
- ------------------, (collectively, the "Participating Insurance Companies")
and separate accounts of the Participating Insurance Companies that currently
invest or in the future will invest in the Fund (such separate accounts being
referred to herein as the "Separate Accounts").

WHEREAS, the Fund is registered with the Securities and
Exchange Commission under the Investment Company Act of 1940 (the "1940 Act")
as an open-end diversified investment management company; and

WHEREAS, the Fund is organized as a series fund, currently
with fourteen portfolios; and

WHEREAS, the Fund was organized as a funding vehicle for
variable annuity contracts; and

WHEREAS, the Participating Insurance Companies are desirous of
having the Fund serve as one of the funding vehicles for their respective
variable annuity contracts and/or variable life insurance contracts issued
through the Separate Accounts.

NOW, THEREFORE, and in consideration of the mutual covenants
herein contained, it is hereby agreed by and among the Participating Insurance
Companies as follows:

1. Each Participating Insurance Company shall designate
an individual to monitor for the occurrence of any event which may give rise to
the existence of any material irreconcilable conflict between the interests of
the participants of all Separate Accounts investing in the Fund, and to advise
each other Participating Insurance Company and the Board of Directors of the
Fund (the "Board"), if any such event shall occur. Such an event may include
(but will not necessarily be limited to): (a) an action by any state insurance
regulatory authority; (b) a change in applicable federal or state insurance,
tax, or securities laws or regulations, or public ruling, private letter
ruling, no action or interpretive letter, or any similar action by insurance,
tax or securities regulatory authorities; (c) an administrative or judicial
decision in any relevant proceeding; (d) the manner in which the investments of
any portfolio are being managed; or (e) a decision by a Participating Insurance
Company to disregard the voting instructions of its contract owners.
<PAGE> 2
2. (a) If a Participating Insurance Company shall have
advised the other Participating Insurance Companies of the occurrence of an
event which may give rise to a material irreconcilable conflict as provided in
paragraph 1 above, the Participating Insurance Companies shall consult with
each other in a good faith effort (i) to determine whether such event gives
rise to such a conflict and, (ii) if it does, to attempt to resolve such
conflict within a reasonable period of time without resort to the provisions of
paragraph 2(b) of this Agreement.

(b) If the Participating Insurance Companies are
unable to resolve a conflict through consultation as provided in paragraph
2(a), and if any Participating Insurance Company determines that such conflict
is a material irreconcilable conflict:

(i) if the event giving rise to the conflict
involves the inability, for state insurance regulatory or any other reason, of
one or more of the Participating Insurance Companies to invest in the Fund or
one of its portfolios unless the investment adviser or principal underwriter of
the Fund or such portfolio is changed, then such Participating Insurance
Company or Companies shall withdraw their investments from the Fund or such
portfolio within a reasonable period of time; provided, however, that if such
Participating Insurance Company or Companies own a majority of the then
outstanding shares of the Fund or such portfolio, the Participating Insurance
Companies will advise the Board that the agreement with the investment adviser
or principal underwriter, as the case may be, for the Fund or such portfolio is
to be terminated and that the Participating Insurance Companies intend to vote
their shares in the Fund to effect such termination (and if the Board does not
then terminate such agreement, the Participating Insurance Companies shall
recommend to their respective contract owners that the shares in the Fund be
voted to effect such termination); and

(ii) if the event giving rise to the conflict
involves a need to change the investment policy of the Fund or one of its
portfolios so that one or more of the participating insurance companies may
continue to invest in the Fund or such portfolio, the participating insurance
companies agree to advise the Board of Directors of the Fund of the changes in
the investment policies of the Fund or such portfolio that must be effected so
as to permit all of the participating insurance companies to continue to invest
in the Fund or such portfolio (and if required to effect such change, the
participating insurance companies will recommend to their respective contract
owners that the shares in the Fund be voted to effect such change).

(c) The Participating Insurance Company which,
pursuant to paragraph 1 of this Agreement, initially advises of an event which
may give rise to a conflict shall also advise the Board as to whether such
event in fact gave rise to a conflict and, if so, the action taken by the
Participating Insurance Companies pursuant to paragraph 2 of this Agreement to
resolve such conflict.
<PAGE> 3
3. If, as provided in paragraph 2(b) of this Agreement, it is
determined by the Participating Insurance Companies that a material
irreconcilable conflict exists and that one or more of the Participating
Insurance Companies must withdraw their assets from the Fund or one of its
portfolios (or if a Participating Insurance Company determines that it should
withdraw its assets from the Fund so as to avoid a material irreconcilable
conflict), such Company or Companies shall take whatever steps are necessary to
effect such withdrawal within a reasonable period of time, up to and including:
(a) withdrawing the assets allocable to some or all of the Separate Accounts
from the Fund or any portfolio and reinvesting such assets in a different
investment medium (including another portfolio of the Fund) or submitting the
question of whether such withdrawal should be implemented to a vote of all
affected participants and, as appropriate, withdrawing the assets of any
particular group (i.e., contract owners of one or more Participating Insurance
Companies) that votes in favor of such withdrawal, or offering to the affected
participants the option of making such a change; and (b) establishing a new
registered management investment company or management separate account. No
charge or penalty will be imposed on contract owners directly or indirectly as
a result of such a withdrawal. In no event will the Fund or the investment
adviser of the Fund be required to establish a new funding medium for any
variable insurance contract. No Participating Insurance Company will be
required to establish a new funding medium for any variable insurance contract.
No Participating Insurance Company will be required to establish a new funding
medium for any variable insurance contract if an offer to do so has been
declined by vote of a majority of participants materially adversely affected by
the material irreconcilable conflict.

4. The Participating Insurance Companies acknowledge to
the Fund that prospectus disclosure regarding potential risks of mixed and
shared funding permitted by this Agreement may be appropriate.

5. The Fund will file with its books and records all
reports received by the Board concerning potential or existing conflicts, and
the means by which it is proposed that any conflicts be resolved, will note the
receipt of such reports in the minutes of meetings of the Board and will make
such reports available to the Securities and Exchange Commission (the
"Commission") upon request.

6. Each of the Participating Insurance Companies agrees
that any action taken by it under this Agreement, including any action in
identifying and resolving any material conflicts of interest, will be carried
out with a view only to the interest of its contract owners participating in
the Fund.

7. Each Participating Insurance Company shall provide
pass-through voting privileges to all of its contract owners so long as the
Commission continues to interpret the 1940 Act to require such pass-through
voting privileges for variable insurance
<PAGE> 4
contract owners. Each Participating Insurance Company shall be responsible
for assuring that its Separate Accounts calculate voting privileges in a manner
consistent with the other Participating Insurance Companies. It is a condition
of this Agreement that each Participating Insurance Company will vote shares,
for which it has not received voting instructions as well as shares
attributable to it, in the same proportion as it votes shares for which it has
received instructions.

8. This Agreement shall terminate automatically in the
event of its assignment, unless made with the written consent of each party.

9. This Agreement shall be subject to the provisions of
the 1940 Act and the rules and regulations thereunder, including any exemptive
relief therefrom and the orders of the Commission setting forth such relief.

Executed this day of , 1994.

MERRILL LYNCH LIFE INSURANCE COMPANY

By
-------------------------------
Name:
Title:

ML LIFE INSURANCE COMPANY OF NEW YORK

By
--------------------------------
Name:
Title:

FAMILY LIFE INSURANCE COMPANY

By
--------------------------------
Name:
Title:

MERRILL LYNCH VARIABLE SERIES FUNDS, INC.

By
-------------------------------
Name:
Title:

By
--------------------------------
Name:
Title:

<PAGE>

April 25, 1994

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

To The Board Of Directors:

In my capacity as General Counsel of ML Life Insurance Company of New York (the
"Company"), I have supervised the preparation of the registration statements of
the ML of New York Variable Annuity Separate Account A and ML of New York
Variable Annuity Separate Account B (the "Accounts") to be filed by the Company
with the Securities and Exchange Commission under the Securities Act of 1933 and
the Investment Company Act of 1940. Such registration statements describe
certain individual variable annuity contracts which will participate in the
Accounts.

I am of the following opinion:

(1) The Accounts are separate accounts of the Company duly created and
validly existing under New York law.

(2) The individual variable annuity contracts, when issued in accordance
with the prospectus contained in the aforesaid registration statements
and upon compliance with applicable local law, will be legal and
binding obligations of the Company in accordance with their terms.

(3) The assets held in the Accounts equal to the reserves and other
contract liabilities with respect to the Accounts will not be
chargeable with liabilities arising out of any other business the
Company may conduct.

In arriving at the foregoing opinion, I have made such examination of law and
examined such records and other documents as in my judgment are necessary or
appropriate.

I hereby consent to the filing of this opinion as an exhibit to the aforesaid
registration statements and to the reference to me under the caption "Legal
Matters" in the prospectus contained in said registration statements.

Very truly yours,

/s/ Barry G. Skolnick

Barry G. Skolnick
Senior Vice President and
General Counsel

<PAGE>

CONSENT OF SUTHERLAND, ASBILL & BRENNAN

We consent to the reference to our firm under the heading "Legal
Matters" in the prospectus included in Post-Effective Amendment No. 5 to the
Registration Statement on Form N-4 for certain variable annuity contracts issued
through ML of New York Variable Annuity Separate Account B of ML Life Insurance
Company of New York (File No. 33-45380). In giving this consent, we do not
admit that we are in the category of persons whose consent is required under
Section 7 of the Securities Act of 1933.

/s/ Sutherland, Asbill & Brennan

SUTHERLAND, ASBILL & BRENNAN

Washington, D.C.
April 22, 1994

<PAGE>

EXHIBIT 10(b)

INDEPENDENT AUDITORS' CONSENT

We consent to the use in this Post-Effective Amendment No. 5 to Registration
Statement No. 33-45380 of ML of New York Variable Annuity Separate Account B
on Form N-4 of our reports on (i) ML Life Insurance Company of New York
February 28, 1994, and (ii) ML of New York Variable Annuity Separate Account B
dated January 27, 1994, appearing in the Statement of Additional Information,
which is a part of such Registration Statement, and to the reference to us
under the heading "Experts" in the Prospectus, which is a part of such
Registration Statement.

/s/ Deloitte & Touche
New York, New York
April 25, 1994