<PAGE>   1

                                   FORM 10-K

                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

                 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the fiscal year ended December 31, 1995

                    Commission File Nos. 33-34562; 33-60288

                     ML LIFE INSURANCE COMPANY OF NEW YORK
             (Exact name of Registrant as specified in its charter)

<TABLE>
<S>                                                                                <C>
           New York                                                                                16-1020455               
---------------------------------                                                   ----------------------------------------
(State or other jurisdiction of                                                    (I.R.S. Employer Identification No.)
 incorporation or organization)
</TABLE>

                         100 Church Street, 11th Floor
                           New York, New York  10080-6511 
                    ----------------------------------------
                    (Address of Principal Executive Offices)

                                1 (212) 602-8250                   
                ------------------------------------------------
                (Registrant's telephone no. including area code)

   Securities registered pursuant to Section 12(b) or 12(g) of the Act:  None

                 Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.  Yes   X     No
                                                              -------     -----
                 Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.  /X/

                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

                 Indicate the number of shares outstanding of each of the
registrant's classes of common stock, as of the latest practicable date.

                                                                Common 220,000  
                                                                       -------

                      DOCUMENTS INCORPORATED BY REFERENCE

                 Preliminary Prospectus included in Post-Effective Amendment
No. 5 to the Registrant's registration statement on Form S-1, filed March 26,
1996, pursuant to the Securities Act of 1933, File No. 33-60288 -- incorporated
by reference into Parts I and II of this report on Form 10-K; and Exhibits.

                 REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL
INSTRUCTION J(1)(a) AND (b) OF FORM 10-K AND IS THEREFORE FILING THIS FORM WITH
THE REDUCED DISCLOSURE FORMAT.
<PAGE>   2
                                     PART I

Item 1.  Business.

                 The Registrant is an indirect wholly-owned subsidiary of
Merrill Lynch & Co., Inc., a corporation whose common stock is traded on the
New York Stock Exchange.  The information set forth under the caption "A.
History and Business" in the preliminary prospectus contained in Post-Effective
Amendment No. 5 to Registrant's registration statement, filed March 26, 1996,
pursuant to the Securities Act of 1933, File No. 33-60288 (the "Prospectus"),
is incorporated herein by reference.

Item 2.  Properties.

                 The information set forth under the caption "J. Properties" in
the Prospectus is incorporated herein by reference.

Item 3.  Legal Proceedings.

                 The information set forth under the caption "Legal
Proceedings" in the Prospectus is incorporated herein by reference.

Item 4.  Submission of Matters to a Vote of Security Holders.

                 Information called for by this item is omitted pursuant to
General Instruction J. of Form 10-K.


                                    PART II

Item 5.  Market for Registrant's Common Equity and Related
         Stockholder Matters.

                 The Registrant is a wholly-owned subsidiary of Merrill Lynch
Insurance Group, Inc. ("MLIG"), which is an indirect wholly-owned subsidiary of
Merrill Lynch & Co., Inc.  MLIG is the sole record holder of Registrant's
shares.  Therefore, there is no public trading market for Registrant's common
stock.

                 The Registrant has declared no cash dividends on its common
stock at any time during the two most recent fiscal years.  Under laws
applicable to insurance companies domiciled in the State of New York, the
Registrant's ability to pay extraordinary dividends on its common stock is
restricted.  See Note 6 to the Registrant's financial statements.

Item 6.  Selected Financial Data.

                 Information called for by this item is omitted pursuant to
General Instruction J. of Form 10-K.
<PAGE>   3
Item 7.  Management's Narrative Analysis of Results of
         Operations.

                 The information set forth under the sub-caption "Results of
Operations" under the caption "C. Management's Discussion and Analysis of
Financial Condition and Results of Operations" in the Prospectus is
incorporated herein by reference.

Item 8.  Financial Statements and Supplementary Data.

                 The financial statements of Registrant are set forth in Part
IV hereof and are incorporated herein by reference.

Item 9.  Changes in and Disagreements With Accountants on
         Accounting and Financial Disclosure.

                 Not applicable.

                                    PART III

                 Information called for by items 10 through 13 of this part is
omitted pursuant to General Instruction J. of Form 10-K.

                                    PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on
         Form 8-K.

         (a)  Financial Statements and Exhibits.

                 (1)  The following financial statements of the Registrant are
filed as part of this report:

                 a.       Independent Auditors' Report dated February 26, 1996.

                 b.       Balance Sheets at December 31, 1995 and 1994.

                 c.       Statements of Earnings for the Years Ended December
                          31, 1995, 1994 and 1993.

                 d.       Statements of Stockholder's Equity for the Years
                          Ended December 31, 1995, 1994 and 1993.

                 e.       Statements of Cash Flows for the Years Ended December
                          31, 1995, 1994 and 1993.

                 f.       Notes to Financial Statements for the Years Ended
                          December 31, 1995, 1994 and 1993.





                                     - 3 -
<PAGE>   4
                 (2)  The following exhibits are filed as part of this report
as indicated below:

                 3.1        Certificate of Amendment and Restatement of Charter
                            of Royal Tandem Life Insurance Company.
                            (Incorporated by reference to Exhibit 3(a) to the
                            Registrant's registration statement on Form S-1,
                            File No. 33-34562, filed April 26, 1990.)

                 3.2        By-Laws of Royal Tandem Life Insurance Company.
                            (Incorporated by reference to Exhibit 3(b) to the
                            Registrant's registration statement on Form S-1,
                            File No. 33-34562, filed April 26, 1990.)

                 3.3        Certificate of Amendment of the Charter of ML Life
                            Insurance Company of New York.  (Incorporated by
                            reference to Exhibit 3(c) to Post-Effective
                            Amendment No. 3 to the Registrant's registration
                            statement on Form S-1, File No.  33-34562, filed
                            March 30, 1992.)

                 3.4        By-Laws of ML Life Insurance Company of New York.
                            (Incorporated by reference to Exhibit 3(d) to
                            Post-Effective Amendment No. 3 to the Registrant's
                            registration statement on Form S-1, File No.
                            33-34562, filed March 30, 1992.)

                 4.1        Modified Guaranteed Annuity Contract.
                            (Incorporated by reference to Exhibit 4(a) to
                            Pre-Effective Amendment No. 1 to the Registrant's
                            registration statement on Form S-1, File No.
                            33-34562, filed October 16, 1990.)

                 4.2        Modified Guaranteed Annuity Contract Application.
                            (Incorporated by reference to Exhibit 4(b) to
                            Pre-Effective Amendment No. 1 to the Registrant's
                            registration statement on Form S-1, File No.
                            33-34562, filed October 16, 1990.)

                 4.3        Qualified Retirement Plan Endorsement.
                            (Incorporated by reference to Exhibit 4(c) to
                            Pre-Effective Amendment No.  1 to the Registrant's
                            registration statement on Form S-1, File No.
                            33-34562, filed October 16, 1990.)

                 4.4        IRA Endorsement.  (Incorporated by reference to
                            Exhibit 4(d) to Pre-Effective Amendment No. 1 to
                            the Registrant's registration statement on Form
                            S-1, File No. 33-34562, filed October 16, 1990.)

                 4.5        Company Name Change Endorsement.  (Incorporated by
                            reference to Exhibit 4(e) to Post-Effective





                                     - 4 -
<PAGE>   5
                            Amendment No. 3 to the Registrant's registration
                            statement on Form S-1, File No. 33-34562, filed 
                            March 30, 1992.)

                 4.6        IRA Endorsement, MLNY009 (Incorporated by reference
                            to Exhibit 4(d)(2) to Post-Effective Amendment No.
                            1 to the Registrant's registration statement on
                            Form S-1, File No. 33-60288, filed March 31, 1994).

                 4.7        Modified Guaranteed Annuity Contract
                            MLNY-AY-991/94.  (Incorporated by reference to
                            Exhibit 4(a)(2) to Post- Effective Amendment No. 3
                            to the Registrant's registration statement on Form
                            S-1, File No. 33-60288, filed December 7, 1994).

                 4.8        Qualified Retirement Plan Endorsement
                            MLNY-AYQ-991/94.  (Incorporation by reference to
                            Exhibit 4(c)(2) to Post- Effective Amendment No. 3
                            to the Registrant's registration statement on Form
                            S-1, File No. 33-60288, filed December 7, 1994).

                 10.1       General Agency Agreement between Royal Tandem Life
                            Insurance Company and Merrill Lynch Life Agency
                            Inc.  (Incorporated by reference to Exhibit 10(a)
                            to Pre-Effective Amendment No. 1 to the
                            Registrant's registration statement on Form S-1,
                            File No. 33-34562, filed October 16, 1990.)

                 10.2       Investment Management Agreement by and between
                            Royal Tandem Life Insurance Company and Equitable
                            Capital Management Corporation.  (Incorporated by
                            reference to Exhibit 10(b) to Pre-Effective
                            Amendment No. 1 to the Registrant's registration
                            statement on Form S-1, File No. 33-34562, filed
                            October 16, 1990.)

                 10.3       Shareholders' Agreement by and among The Equitable
                            Life Assurance Society of the United States and
                            Merrill Lynch & Co., Inc. and Tandem Financial
                            Group, Inc.  (Incorporated by reference to Exhibit
                            10(c) to Pre-Effective Amendment No. 1 to the
                            Registrant's registration statement on Form S-1,
                            File No. 33-34562, filed October 16, 1990.)

                 10.4       Service Agreement by and between Royal Tandem Life
                            Insurance Company and Tandem Financial Group, Inc.
                            (Incorporated by reference to Exhibit 10(d) to
                            Pre-Effective Amendment No. 1 to the Registrant's
                            registration statement on





                                     - 5 -
<PAGE>   6
                            Form S-1, File No. 33-34562, filed October 16,
                            1990.)

                 10.5       Service Agreement by and between Tandem Financial
                            Group, Inc. and Merrill Lynch & Co., Inc.
                            (Incorporated by reference to Exhibit 10(e) to
                            Pre-Effective Amendment No. 1 to the Registrant's
                            registration statement on Form S- 1, File No.
                            33-34562, filed October 16, 1990.)

                 10.6       Form of Investment Management Agreement by and
                            between Royal Tandem Life Insurance Company and
                            Merrill Lynch Asset Management, Inc.  (Incorporated
                            by reference to Exhibit 10(f) to Post-Effective
                            Amendment No. 1 to the Registrant's registration
                            statement on Form S-1, File No. 33-34562, filed
                            March 7, 1991.)

                 10.7       Assumption Reinsurance Agreement between Merrill
                            Lynch Life Insurance Company, Tandem Insurance
                            Group, Inc. and Royal Tandem Life Insurance Company
                            and Family Life Insurance Company.  (Incorporated
                            by reference to Exhibit 10(g) to Post-Effective
                            Amendment No. 3 to the Registrant's registration
                            statement on Form S-1, File No. 33-34562, filed
                            March 30, 1992.)

                 10.8       Indemnity Agreement between ML Life Insurance
                            Company of New York and Merrill Lynch Life Agency,
                            Inc.  (Incorporated by reference to Exhibit 10(h)
                            to Post-Effective Amendment No. 3 to the
                            Registrant's registration statement on Form S-1,
                            File No. 33-34562, filed March 30, 1992.)

                 10.9       Amended General Agency Agreement between ML Life
                            Insurance Company of New York and Merrill Lynch
                            Life Agency, Inc.  (Incorporated by reference to
                            Exhibit 10(i) to Post-Effective Amendment No. 3 to
                            the Registrant's registration statement on Form
                            S-1, File No. 33-34562, filed March 30, 1992.)

                 10.10      Amended Management Agreement between ML Life
                            Insurance Company of New York and Merrill Lynch
                            Asset Management, Inc. (Incorporated by reference
                            to Exhibit 10(j) to the Registrant's registration
                            statement on Form S-1, File No.  33-60288, filed
                            March 30, 1993.)

                 10.11      Mortgage Loan Servicing Agreement between ML Life
                            Insurance Company of New York and Merrill





                                     - 6 -
<PAGE>   7
                            Lynch & Co., Inc.  (Incorporated by reference to
                            Exhibit 10(k) to Post-Effective Amendment No. 4 to
                            the Registrant's registration statement on Form
                            S-1, File No. 33-60288, filed March 29, 1995.)

                 24.1       Power of attorney of Frederick J.C. Butler.
                            (Incorporated by reference to Exhibit 24(a) to
                            Post-Effective Amendment No. 1 to the Registrant's
                            registration statement on Form S-1, File No.
                            33-60288, filed March 31, 1994.)

                 24.2       Power of attorney of Michael P. Cogswell.
                            (Incorporated by reference to Exhibit 24(b) to
                            Post-Effective Amendment No. 1 to the Registrant's
                            registration statement on Form S-1, File No.
                            33-60288, filed March 31, 1994.)

                 24.3       Power of attorney of Sandra K. Cox.  (Incorporated
                            by reference to Exhibit 24(c) to Post-Effective
                            Amendment No. 1 to the Registrant's registration
                            statement on Form S-1, File No. 33-60288, filed
                            March 31, 1994.)

                 24.4       Power of attorney of Joseph E. Crowne.
                            (Incorporated by reference to Exhibit 24(d) to
                            Post-Effective Amendment No. 1 to the Registrant's
                            registration statement on Form S-1, File No.
                            33-60288, filed March 31, 1994.)

                 24.5       Power of attorney of David M. Dunford.
                            (Incorporated by reference to Exhibit 24(e) to
                            Post-Effective Amendment No. 1 to the Registrant's
                            registration statement on Form S-1, File No.
                            33-60288, filed March 31, 1994.)

                 24.6       Power of attorney of John C.R. Hele.  (Incorporated
                            by reference to Exhibit 24(f) to Post-Effective
                            Amendment No.  1 to the Registrant's registration
                            statement on Form S-1, File No. 33-60288, filed
                            March 31, 1994.)

                 24.7       Power of attorney of Robert L. Israeloff.
                            (Incorporated by reference to Exhibit 24(g) to
                            Post-Effective Amendment No. 1 to the Registrant's
                            registration statement on Form S-1, File No.
                            33-60288, filed March 31, 1994.)

                 24.8       Power of attorney of Allen N. Jones.  (Incorporated
                            by reference to Exhibit 24(h) to Post Effective
                            Amendment No.  1 to the





                                     - 7 -
<PAGE>   8
                            Registrant's registration statement on Form S-1,
                            File No. 33-60288, filed March 31, 1994.)

                 24.9       Power of attorney of Cynthia L. Kahn.
                            (Incorporated by reference to Exhibit 24(i) to
                            Post-Effective Amendment No.  1 to the Registrant's
                            registration statement on Form S-1, File No.
                            33-60288, filed March 31, 1994.)

                 24.10      Power of attorney of Robert A. King.  (Incorporated
                            by reference to Exhibit 24(j) to Post-Effective
                            Amendment No.  1 to the Registrant's registration
                            statement on Form S-1, File No. 33-60288, filed
                            March 31, 1994.)

                 24.11      Power of attorney of Irving M. Pollack.
                            (Incorporated by reference to Exhibit 24(k) to
                            Post-Effective Amendment No. 1 to the Registrant's
                            registration statement on Form S-1, File No.
                            33-60288, filed March 31, 1994.)

                 24.12      Power of attorney of Barry G. Skolnick.
                            (Incorporated by reference to Exhibit 24(l) to
                            Post-Effective Amendment No. 1 to the Registrant's
                            registration statement on Form S-1, File No.
                            33-60288, filed March 31, 1994.)

                 24.13      Power of attorney of William A. Wilde.
                            (Incorporated by reference to Exhibit 24(m) to
                            Post-Effective Amendment No. 1 to the Registrant's
                            registration statement on Form S-1, File No.
                            33-60288, filed March 31, 1994.)

                 24.14      Power of attorney of Anthony J. Vespa.
                            (Incorporated by reference to Exhibit 24(n) to
                            Post-Effective Amendment No. 1 to the Registrant's
                            registration statement on Form S-1, File No.
                            33-60288, filed March 31, 1994.)

                 24.15      Power of attorney of Francis X. Ervin, Jr.
                            (Incorporated by reference to Exhibit 24(f) to
                            Post-Effective Amendment No. 5 to the Registrant's
                            registration statement on Form S-1, File No.
                            33-60288, filed March 26, 1996.)

                 24.16      Power of attorney of Gail R. Farkas.  (Incorporated
                            by reference to Exhibit 24(g) to Post-Effective
                            Amendment No.  5 to the Registrant's registration
                            statement on Form S-1, File No. 33-60288, filed
                            March 26, 1996.)





                                     - 8 -
<PAGE>   9
                99.1        Preliminary prospectus contained in Post-Effective
                            Amendment No. 5 to the Registrant's registration
                            statement, filed on March 26, 1996, pursuant to the
                            Securities Act of 1933, File No. 33-60288.

                 (3)        Not applicable.

         (b)  Reports on Form 8-K.

              No reports on Form 8-K have been filed during the last quarter
              of the fiscal year ended December 31, 1995.





                                    - 9 -
<PAGE>   10
                         INDEX TO FINANCIAL STATEMENTS


Independent Auditors' Report  . . . . . . . . . . . . . . . . . . . . . . . . .

Balance Sheets at December 31, 1995 and 1994  . . . . . . . . . . . . . . . . .

Statements of Earnings for the Years Ended December 31,
  1995, 1994 and 1993   . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Statements of Stockholder's Equity for the Years Ended
  December 31, 1995, 1994 and 1993  . . . . . . . . . . . . . . . . . . . . . .

Statements of Cash Flows for the Years Ended December 31,
  1995, 1994 and 1993 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Notes to Financial Statements for the Years Ended
  December 31, 1995, 1994 and 1993  . . . . . . . . . . . . . . . . . . . . . .
<PAGE>   11



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,  1995  and  1994  and  the related  statements  of  earnings,
stockholder's equity and cash flows for each of the  three  years
in   the   period  ended  December  31,  1995.   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, 1995 and 1994 and the results of its operations  and
its  cash  flows for each of the three years in the period  ended
December   31,   1995  in  conformity  with  generally   accepted
accounting principles.







/s/Deloitte & Touche LLP
February 26, 1996



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

BALANCE SHEETS
AS OF DECEMBER 31, 1995 AND 1994
(Dollars in Thousands)
=======================================================================
<TABLE>
<CAPTION>

ASSETS                                                                   1995         1994
                                                                     ------------  ------------                      
<S>                                                                  <C>           <C>
INVESTMENTS:                                                                               
 Fixed maturity securities available for sale, at estimated fair                             
value
   (amortized cost: 1995 - $295,403; 1994 - $297,551)                $   307,596   $   286,078
 Equity securities available for sale, at estimated fair value                               
   (cost: 1995 - $3,017; 1994 - $3,987)                                    3,534         4,301
 Mortgage loans on real estate                                             4,032         7,941
 Policy loans on insurance contracts                                      82,073        77,827
                                                                     ------------  ------------
          Total Investments                                              397,235       376,147
                                                                                             
                                                                                             
                                                                                             
CASH AND CASH EQUIVALENTS                                                 17,387        20,915
ACCRUED INVESTMENT INCOME                                                  6,603         7,354
DEFERRED POLICY ACQUISITION COSTS                                         30,922        31,031
FEDERAL INCOME TAXES - DEFERRED                                            3,622         9,749
REINSURANCE RECEIVABLES                                                      493           605
OTHER ASSETS                                                               2,653         3,265
SEPARATE ACCOUNTS ASSETS                                                 544,432       471,656
                                                                     ------------  ------------                      
TOTAL ASSETS                                                         $ 1,003,347   $   920,722
                                                                     ============  ============                        
</TABLE>










See notes to financial statements.
<PAGE>
=======================================================================
<TABLE>
<CAPTION>

 
LIABILITIES AND STOCKHOLDER'S EQUITY                                     1995          1994
                                                                     ------------  ------------                        
<S>                                                                  <C>           <C>
LIABILITIES:                                                                                   
 POLICY LIABILITIES AND ACCRUALS:                                                              
   Policyholders' account balances                                   $   337,137   $   340,882
   Claims and claims settlement expenses                                   2,901         4,314
                                                                     ------------  ------------
          Total policy liabilities and accruals                          340,038       345,196
 
 OTHER POLICYHOLDER FUNDS                                                    739         1,532
 OTHER LIABILITIES                                                         3,112         2,113
 FEDERAL INCOME TAXES - CURRENT                                              185           170
 PAYABLE TO AFFILIATES - NET                                               4,062         4,242
 SEPARATE ACCOUNTS LIABILITIES                                           544,432       471,656
                                                                     ------------  ------------
          Total Liabilities                                              892,568       824,909
                                                                     ------------  ------------                         


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                                                        24,034        13,970
 Net unrealized investment gain (loss)                                     1,539       (3,363)
                                                                     ------------  ------------
          Total Stockholder's Equity                                     110,779        95,813
                                                                     ------------  ------------                         

TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY                           $ 1,003,347   $   920,722
                                                                     ============  ============                        

</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, 1995, 1994 AND 1993
(Dollars in Thousands)
=======================================================================
<TABLE>
<CAPTION>
                                                                   1995       1994      1993
                                                                ---------  ---------  ---------                               
<S>                                                             <C>        <C>        <C>
REVENUES:                                                                                       
 Investment revenue:                                                                            
   Net investment income                                        $ 29,819   $ 32,679   $ 50,661
   Net realized investment gains (losses)                           (265)    (2,218)     6,131
 Policy charge revenue                                            10,864     10,339      8,387
                                                                ---------  ---------  ---------                            
        Total Revenues                                            40,418     40,800     65,179
                                                                ---------  ---------  ---------                           
BENEFITS AND EXPENSES:                                                                          
 Interest credited to policyholders' account                                                    
   balances                                                       17,375     22,691     44,425
 Market value adjustment expense                                     238        132        642
 Policy benefits (net of reinsurance recoveries: 1995 - $917                                    
   1994 - $715; 1993 - $2,192)                                       528      1,620      1,729
 Reinsurance premium ceded                                         1,227      1,240      1,182
 Amortization of deferred policy acquisition costs                 1,300      4,141      9,523
 Insurance expenses and taxes                                      4,508      3,685      5,278
                                                                ---------  ---------  ---------                            
        Total Benefits and Expenses                               25,176     33,509     62,779
                                                                ---------  ---------  ---------                          
        Earnings Before Federal Income                                                          
          Tax Provision                                           15,242      7,291      2,400
                                                                ---------  ---------  ---------                            
FEDERAL INCOME TAX PROVISION (BENEFIT):                                                         
 Current                                                           1,692       (213)     2,842
 Deferred                                                          3,486      2,031     (2,250)
                                                                ---------  ---------  ---------                            
        Total Federal Income Tax Provision                         5,178      1,818        592
                                                                ---------  ---------  ---------                            
                                                                                                
NET EARNINGS                                                    $ 10,064   $  5,473   $  1,808
                                                                =========  =========  =========
</TABLE>








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 STOCKHOLDER'S EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
(Dollars in Thousands)
=======================================================================
<TABLE>
<CAPTION>
                                                                                 Net                       
                                                 Additional                  unrealized           Total
                                      Common      paid-in      Retained      investment       stockholder's
                                       stock      capital      earnings      gain (loss)         equity
                                    ---------  ------------  -----------  ---------------  -----------------
<S>                                 <C>        <C>           <C>          <C>              <C>
BALANCE, JANUARY 1, 1993            $  2,200   $    83,006   $    6,689   $          352   $         92,247
                                                                                                           
 Net earnings                                                     1,808                               1,808
 Net unrealized investment loss                                                   (1,279)            (1,279)
                                    ---------  ------------  -----------  ---------------  -----------------
BALANCE, DECEMBER 31, 1993             2,200        83,006        8,497             (927)            92,776
                                                                                                           
 Net earnings                                                     5,473                               5,473
 Net unrealized investment loss                                                   (2,436)            (2,436)
                                    ---------  ------------  -----------  ---------------  -----------------
BALANCE, DECEMBER 31, 1994             2,200        83,006       13,970           (3,363)            95,813
                                                                                                           
 Net earnings                                                    10,064                              10,064
 Net unrealized investment gain                                                    4,902              4,902
                                    ---------  ------------  -----------  ---------------  -----------------
BALANCE, DECEMBER 31, 1995          $  2,200   $    83,006   $   24,034   $        1,539   $        110,779
                                    =========  ============  ===========  ===============  =================
</TABLE>















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, 1995, 1994 AND 1993
(Dollars in Thousands)
=======================================================================
<TABLE>
<CAPTION>
                                                                    1995          1994          1993
                                                               ------------  ------------  ------------
<S>                                                            <C>           <C>           <C>
OPERATING ACTIVITIES:                                                                                 
 Net earnings                                                  $    10,064   $     5,473   $     1,808
   Adjustments to reconcile net earnings to net                                                       
     cash and cash equivalents provided (used)                                                        
     by operating activities:                                                                         
     Amortization of deferred policy acquisition                                                      
      costs                                                          1,300         4,142         9,523
     Capitalization of policy acquisition costs                     (4,368)       (7,142)       (7,252)
     Amortization and accretion of investments                        (434)         (312)          918
     Net realized investment (gains) losses                            265         2,218        (6,131)
     Interest credited to policyholders' account balances           17,375        22,691        44,425
     Provision (benefit) for deferred Federal                                                         
      income tax                                                     3,486         2,031        (2,250)
     Cash and cash equivalents provided (used) by                                                     
      changes in operating assets and liabilities:                                                    
      Accrued investment income                                        751         2,810         3,857
      Claims and claims settlement expenses                         (1,413)       (1,300)        2,273
      Federal income taxes - current                                    15          (694)          173
      Other policyholder funds                                        (793)          332         1,129
      Payable to affiliates - net                                     (180)         (981)       (1,923)
     Policy loans                                                   (4,246)       (4,447)       (7,343)
     Other, net                                                      1,723        (1,947)        2,644
                                                               ------------  ------------  ------------
      Net cash and cash equivalents provided                                                          
        by operating activities                                     23,545        22,874        41,851
                                                               ------------  ------------  ------------

INVESTING ACTIVITIES:                                                                                 
 Fixed maturity securities sold                                     68,382       123,518       166,033
 Fixed maturity securities matured                                  38,420        92,499       280,484
 Fixed maturity securities purchased                             (103,268)      (73,016)     (251,522)
 Equity securities available for sale purchased                      (300)          (29)         (109)
 Equity securities available for sale sold                             354         4,665         2,885
 Mortgage loans on real estate principal payments received               0         8,998         4,425
 Mortgage loans on real estate sold                                  3,608             0             0
                                                               ------------  ------------  ------------
      Net cash and cash equivalents provided by                                                       
        investing activities                                         7,196       156,635       202,196
                                                               ------------  ------------  ------------
</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, 1995, 1994 AND 1993
(Concluded) (Dollars In Thousands)
=======================================================================
<TABLE>
<CAPTION>
                                                                    1995          1994          1993
                                                               ------------  ------------  ------------
<S>                                                            <C>           <C>           <C>
FINANCING ACTIVITIES:                                                                                 
 Policyholders' account balances:                                                                     
   Deposits                                                    $    43,191   $    56,297   $    33,953
   Withdrawals (net of transfers to/from Separate Accounts)        (77,460)     (242,355)     (291,658)
                                                               ------------  ------------  ------------
      Net cash and cash equivalents used                                                              
        by financing activities                                    (34,269)     (186,058)     (257,705)
                                                               ------------  ------------  ------------

NET DECREASE IN CASH AND                                                                              
 CASH EQUIVALENTS                                                   (3,528)       (6,549)      (13,658)
                                                                                                      
CASH AND CASH EQUIVALENTS:                                                                            
 Beginning of year                                                  20,915        27,464        41,122
                                                               ------------  ------------  ------------
 End of year                                                   $    17,387   $    20,915   $    27,464
                                                               ============  ============  ============

Supplementary Disclosure of Cash Flow Information:                                                    
 Cash paid for:                                                                                       
   Federal income taxes                                        $     1,677   $       482   $     2,668
   Intercompany interest                                               447           352           397

</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
 (DOLLARS IN THOUSANDS)
=======================================================================

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 non-participating 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  retail  network  of
 Merrill  Lynch, Pierce, Fenner & Smith, Incorporated ("MLPF&S"),
 a wholly-owned subsidiary of Merrill Lynch & Co.
 
 The  accompanying  financial statements have  been  prepared  in
 conformity  with  generally accepted accounting  principles  for
 stock  life  insurance companies.  The preparation of  financial
 statements  in  conformity  with generally  accepted  accounting
 principles   requires   management   to   make   estimates   and
 assumptions  that  affect the reported  amounts  of  assets  and
 liabilities  and disclosure of contingent assets and liabilities
 at  the  date  of  the  financial statements  and  the  reported
 amounts  of  revenues and expenses during the reporting  period.
 Actual results could differ from those estimates.
 
 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 policyholders' 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       4.00% - 5.50%
 Interest sensitive deferred annuities  3.80% - 8.23%
 Immediate annuities                    4.00% - 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:   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. The maximum amount  of  mortality  risk
 retained by the Company is approximately $500 on a single life.
<PAGE>
 
 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 funds withheld totaling $179 that  can  be
 drawn upon for delinquent reinsurance recoverables.
 
 As  of  December  31, 1995, the Company had life  insurance  in-
 force  which  was  ceded  to other life insurance  companies  of
 $151,317.
 
 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. It is reasonably possible
 that  estimates of future gross profits could be reduced in  the
 future,  resulting  in  a  material reduction  in  the  carrying
 amount of deferred policy acquisition costs.
 
 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  are amortized in proportion to the estimated future gross
 profits  over  the  anticipated life of the  acquired  insurance
 contracts utilizing an interest methodology.
<PAGE>
 
 The   Company   has  entered  into  an  assumption   reinsurance
 agreement  with an unaffiliated insurer.  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 related to the reinsurance agreement  for  the
 years ended December 31:

<TABLE>
<CAPTION>
                                  1995            1994           1993
                               ---------      ----------      ---------                           
<S>                            <C>            <C>             <C>
Beginning balance              $ 14,923       $  15,614       $ 16,925
Capitalized amounts               1,553           1,447            843
Interest accrued                  2,138           1,407          1,478
Amortization                       (960)         (3,545)        (3,632)
                               ---------      ----------      ---------
Ending balance                 $ 17,654       $  14,923       $ 15,614
                               =========      ==========      =========
</TABLE>
 
 The  following table presents the expected amortization, net  of
 interest  accrued, 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.
 
                  1996             $2,110
                  1997              1,615
                  1998              1,080
                  1999                944
                  2000                852
<PAGE>
 
 Investments:    In  accordance  with  Statement   of   Financial
 Accounting  Standards ("SFAS") No. 115 "Accounting  for  Certain
 Investments in Debt and Equity Securities" (SFAS No. 115"),  the
 Company  classifies its investments in fixed maturity securities
 and  equity securities as available for sale 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.  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.
 
 For  fixed  maturity securities, premiums are amortized  to  the
 earlier of the call or maturity date, discounts are accreted  to
 the  maturity  date  and interest income is accrued  daily.  For
 equity  securities, dividends are recognized on the  ex-dividend
 date.  Realized gains and losses on the sale or maturity of  the
 investments are determined on the basis of identified cost.
 <PAGE>
 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.
 
 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  to  be
 realized  on  those mortgage loans which 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  recognizes  income from  mortgage  loans  on  real
 estate  based  on the cash payment interest rate  of  the  loan,
 which  may  be different from the accrual interest rate  of  the
 loan  for  certain outstanding mortgage loans. The Company  will
 recognize  a  realized gain at the date of the  satisfaction  of
 the  loan  at  contractual terms for  loans  where  there  is  a
 difference  between  the  cash payment  interest  rate  and  the
 accrual  interest  rate.  For  all  loans,  the  Company   stops
 accruing  income when an interest payment default either  occurs
 or is probable.
 
 During  1995  the Company adopted SFAS No. 114,  "Accounting  by
 Creditors  for Impairment of a Loan" ("SFAS No. 114")  and  SFAS
 No.  118  "Accounting by Creditors for Impairment of  a  Loan  -
 Income  Recognition and Disclosures", which was an amendment  to
 SFAS  No.  114.  SFAS  No. 114, as amended,  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 or losses.  There was  no  impact  on
 either  financial position or earnings as a result  of  adopting
 SFAS No. 114.
 
 The  Company  has  previously  made  commercial  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.  The Company employs a system to monitor the effects  of
 current  and  expected real estate 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;  required capital improvements;  inflation;
 and  sufficiency  of  any  collateral independent  of  the  real
 estate.    Management   believes   that   the   carrying   value
 approximates the fair value of these investments.
<PAGE>
 
 Policy  loans  on  insurance  contracts  are  stated  at  unpaid
 principal balances.
 
 Federal  Income Taxes:  The results of operations of the Company
 are  included in the consolidated Federal income tax  return  of
 Merrill  Lynch & Co. The Company has entered into a  tax-sharing
 agreement  with  Merrill Lynch & Co. whereby  the  Company  will
 calculate  its  current tax provision based on  its  operations.
 Under  the agreement, the Company periodically remits to Merrill
 Lynch & Co. its current federal tax liability.
 
 The  Company  accounts for Federal income  taxes  in  compliance
 with  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.
 
 Separate  Accounts:   The Separate Accounts are  established  in
 conformity  with  New York State insurance  law,  the  Company's
 domiciliary  state,  and  are  generally  not  chargeable   with
 liabilities  that arise 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  primarily for the benefit of policyholders, are  shown  as
 separate captions in the balance sheets.
 
 Statements  of  Cash Flows:  For the purpose of  reporting  cash
 flows,  cash  and cash equivalents include cash on hand  and  on
 deposit  and short-term investments with original maturities  of
 three months or less.
 
 Reclassifications:  To facilitate comparisons with  the  current
 year,   certain   amounts   in  the  prior   years   have   been
 reclassified.
 
NOTE 2.     ESTIMATED FAIR VALUE OF FINANCIAL INSTRUMENTS
 
 The  carrying  value of financial instruments which approximates
 the  estimated fair value of these financial instruments  as  of
 December 31 were:
 <TABLE>
 <CAPTION>
 
                                                               1995        1994
  <S>                                                       ----------  ----------         
                                                            <C>         <C>
  Assets:                                                                                
       Fixed maturity securities available for sale (1)     $ 307,596   $ 286,078
       Equity securities available for sale (1)                 3,534       4,301
       Mortgage loans on real estate (2)                        4,032       7,941
       Policy loans on insurance contracts (3)                 82,073      77,827
       Cash and cash equivalents (4)                           17,387      20,915
       Separate Accounts assets (5)                           544,432     471,656
                                                            ----------  ----------                           
  Total financial instruments recorded as assets            $ 959,054   $ 868,718
                                                            ==========  ==========
 </TABLE>
 
 (1)  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 provision 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, 1995 and 1994  securities
      without  a  readily ascertainable market value,  having  an
      amortized  cost  of $63,071 and $81,899, had  an  estimated
      fair value of $66,367 and $82,470, respectively.
<PAGE>
 
 (2)  The  estimated fair value of mortgage loans on real  estate
      approximates  the  carrying  value.  See  Note  1   for   a
      discussion of the Company's valuation process.
 
 (3)  The  Company  estimates the fair 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.
 
 (4)  The  estimated  fair  value of cash  and  cash  equivalents
      approximates the carrying value.
 
 (5)  Assets  held in the Separate Accounts are carried at quoted
      market values.
 
 
NOTE 3:   INVESTMENTS

 The  amortized  cost (cost for equity securities) and  estimated
 fair  value  of  investments in fixed  maturity  securities  and
 equity securities as of December 31 were:
 <TABLE>
 <CAPTION>

                                                                                         1995
                                                                                         ----
                                                                                 Gross         Gross       Estimated
                                                                   Amortized   Unrealized    Unrealized       Fair
                                                                     Cost        Gains         Losses        Value
                                                                  ----------  ------------  ------------  ------------
  <S>                                                             <C>         <C>           <C>           <C>
  Fixed maturity securities available for sale:                                                                      
   Corporate debt                                                 $ 225,859   $    10,251   $       493   $   235,617
   Mortgage-backed securities                                        64,347         2,126            75        66,398
   U.S. government and agencies                                       5,197           384             0         5,581
                                                                  ----------  ------------  ------------  ------------
    Total fixed maturity securities                                                                          
      available for sale                                          $ 295,403   $    12,761   $       568   $   307,596
                                                                  ==========  ============  ============  ============

  Equity securities available for sale:                                                                              
   Common stocks                                                  $   1,766   $       135   $       767   $     1,134
   Non-redeemable preferred stocks                                    1,251         1,149             0         2,400
                                                                  ----------  ------------  ------------  ------------
                 
      Total equity securities available for sale                  $   3,017   $     1,284   $       767   $     3,534
                                                                  ==========  ============  ============  ============
</TABLE>
<TABLE>
<CAPTION>


                                                                                         1994
                                                                                         ----
                                                                                 Gross         Gross       Estimated
                                                                   Amortized   Unrealized    Unrealized       Fair
                                                                     Cost        Gains         Losses        Value
                                                                  ----------  ------------  ------------  -------------
  <S>                                                             <C>         <C>           <C>           <C>
  Fixed maturity securities available for sale:                                                                   
   Corporate debt                                                 $ 215,593   $     1,766   $     9,393   $    207,966
   Mortgage-backed securities                                        77,806           586         4,184         74,208
   U.S. government and agencies                                       4,152           177           425          3,904
                                                                  ----------  ------------  ------------  -------------
    Total fixed maturity securities                                                                               
      available for sale                                          $ 297,551   $     2,529   $    14,002   $    286,078
                                                                  ==========  ============  ============  =============
  
  Equity securities available for sale:                                                                           
   Common stocks                                                  $   2,281   $        72   $     1,165   $      1,188
   Non-redeemable preferred stocks                                    1,706         1,782           375          3,113
                                                                  ----------  ------------  ------------  -------------
      
      Total equity securities available for sale                  $   3,987   $     1,854   $     1,540   $      4,301
                                                                  ==========  ============  ============  =============
</TABLE>
<PAGE>
 
 The  amortized  cost and estimated fair value of fixed  maturity
 securities   available  for  sale  at  December  31,   1995   by
 contractual maturity were:
<TABLE>
<CAPTION>


                                                                        Estimated
                                                     Amortized            Fair
                                                       Cost               Value
                                                    ----------         -----------
  <S>                                               <C>                <C>
  Fixed maturity securities available for sale:                                  
  Due in one year or less                           $  23,816          $   23,917
  Due after one year through five years               117,787             122,853
  Due after five years through ten years               76,228              80,204
  Due after ten years                                  13,225              14,224
                                                    ----------         -----------
                                                      231,056             241,198
  Mortgage-backed securities                           64,347              66,398
                                                    ----------         -----------
    Total fixed maturity securities                                              
      available for sale                            $ 295,403          $  307,596
                                                    =========          ===========
 
 </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  may  differ  from  contractual
 maturities  because  borrowers may have the  right  to  call  or
 prepay   obligations   with  or  without  call   or   prepayment
 penalties.
 
 The  amortized  cost and estimated fair value of fixed  maturity
 securities  available for sale at December 31,  1995  by  rating
 agency equivalent were:
<TABLE>
<CAPTION>


                                                                Estimated
                                             Amortized            Fair
                                               Cost               Value
                                            ----------        ------------
  <S>                                       <C>               <C>
  AAA                                       $  58,094          $   60,123
  AA                                           35,316              36,807
  A                                            67,228              69,893
  BBB                                         122,776             128,606
  Non-investment grade                         11,989              12,167
                                            ----------         -----------
    Total fixed maturity securities                                      
      available for sale                    $ 295,403          $  307,596
                                            ==========         ===========
 </TABLE>
 
 The  Company has recorded certain adjustments to deferred policy
 acquisition   costs  and  policyholders'  account  balances   in
 conjunction  with  adjustments required by  SFAS  No.  115.  The
 Company  adjusts  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. The following reconciles  the
 net unrealized investment gain or (loss) as of December 31:
<PAGE>
 <TABLE>
 <CAPTION>
 
                                                       1995        1994   
                                                   ----------  ----------
  <S>                                              <C>         <C>      
  Assets:                                                                
   Fixed maturity securities available for sale    $  12,193   $ (11,473) 
   Equity securities available for sale                  517         314 
   Deferred policy acquisition costs                       0       3,177 
   Federal income taxes - deferred                      (829)      1,812 
                                                   ----------  ----------
                                                      11,881      (6,170) 
                                                   ----------  ----------
  
  Liabilities:                                                           
   Policyholders' account balances                    10,342      (2,807) 
                                                   ----------  ----------
  
  Stockholder's equity:                                                  
   Net unrealized investment gain (loss)           $   1,539   $ (3,363) 
                                                   ==========  ==========
 </TABLE>
 
 
 Proceeds  and  gross realized investment gains and  losses  from
 the  sale  of fixed maturity securities available for  sale  and
 held to maturity for the years ended December 31 were:
 <TABLE>
 <CAPTION>
 
                                              1995        1994        1993
                                            ---------  ----------  ----------
  <S>                                       <C>        <C>         <C>
  Proceeds                                  $ 68,352   $ 123,518   $ 166,033
  Gross realized investment gains              1,605       6,793       4,546
  Gross realized investment losses               620       8,560         438
 
 </TABLE>
 
 The  Company had investment securities of $1,130 and  $982  held
 on  deposit  with insurance regulatory authorities  at  December
 31, 1995 and 1994, respectively.
 
 The  Company's investment in mortgage loans on real  estate  are
 principally  collateralized  by  commercial  real  estate.   The
 Company's  investment in commercial real estate  mortgage  loans
 at  December 31, 1995, as measured by the outstanding  principal
 balance,  are  for properties located in California  ($2,032  or
 50.4%) and Pennsylvania ($2,000 or 49.6%).
 
 The  carrying  value  and  established valuation  allowances  of
 impaired  mortgage loans on real estate as of December 31,  1994
 were  $3,939  and  $1,536, respectively.   The  Company  had  no
 impaired mortgage loans on real estate as of December 31, 1995.
 
 Additional  information on impaired loans for  the  years  ended
 December 31 follows:
 <TABLE>
 <CAPTION>
 
                                                     1995      1994      1993
                                                   --------  --------  --------
  <S>                                              <C>       <C>       <C>
  Average investment in impaired loans             $ 3,650   $ 5,475   $ 5,475
  Investment income recognized (cash basis)            233       275       333
 </TABLE>
<PAGE>
 
 Net  investment income arose from the following sources for  the
 years ended December 31:
<TABLE>
<CAPTION>

                                                1995      1994      1993
                                             --------- ---------- ----------
  <S>                                        <C>       <C>        <C>
  Fixed maturity securities                  $ 25,046   $ 28,255   $ 45,523
  Equity securities available for sale              0          0        113
  Mortgage loans on real estate                   686        975      1,924
  Policy loans                                  3,903      3,680      3,487
  Cash equivalents                              1,103        659        476
                                             --------- ---------- ----------
  Gross investment income                      30,738     33,569     51,523
  Less investment expenses                       (919)      (890)      (862)
                                             --------- ---------- ----------
  Net investment income                      $ 29,819   $ 32,679   $ 50,661
                                             ========= ========== ==========
</TABLE>

 Net  realized  investment gains (losses), including  changes  in
 valuation allowances for the years ended December 31:
 <TABLE>
 <CAPTION>
 
                                                  1995       1994     1993
                                               --------  ---------  --------
  <S>                                          <C>       <C>        <C>
  Fixed maturity securities                    $   985   $ (1,767)  $ 4,108
  Equity securities available for sale            (916)       237     2,081
  Mortgage loans on real estate                   (334)      (688)      (58)
                                               --------  ---------  --------
  Net realized investment gains (losses)       $  (265)  $ (2,218)  $ 6,131
                                               ========  =========  ========
 
 </TABLE>
 
 The  following  is a reconciliation of the change  in  valuation
 allowances  which  have been established to reflect  other  than
 temporary  declines  in estimated fair value  of  the  following
 classifications of investments for the years ended December 31:
<TABLE>
<CAPTION> 

                                   Balance at   Additions                Balance at
                                   Beginning    Charged to    Write -       End
                                    of Year     Operations     Downs      of Year
                                   ----------  ------------  ---------  ------------
  <S>                              <C>         <C>           <C>        <C>
  Mortgage loans on real estate                                                     
       1995                        $   1,536   $         0   $  1,536   $         0
       1994                              848           688          0         1,536
       1993                              790            58          0           848
 
 </TABLE>
 
 The  Company held no investments at December 31, 1995 which have
 been non-income producing for the preceding twelve months.
<PAGE>
 
NOTE 4:  FEDERAL INCOME TAXES
 
 The  following is a reconciliation of the provision  for  income
 taxes  based on income before taxes, computed using the  Federal
 statutory tax rate, with the provision for income taxes for  the
 years ended December 31:
 <TABLE>
 <CAPTION>
 
                                                      1995      1994      1993
                                                    --------  --------  --------
  <S>                                               <C>       <C>       <C>
  Provision for income taxes computed at Federal                             
   statutory rate                                   $ 5,334   $ 2,552    $  840
  State corporate income taxes                          (91)        0         0
  Decrease in income taxes resulting from:                                   
     Federal tax rate increase                            0         0      (227)
     Dividend received deduction                        (31)     (670)        0
     Other                                              (34)      (64)      (21)
                                                    --------  --------  --------
       Federal income tax provision                 $ 5,178   $ 1,818    $  592
                                                    ========  ========  ========
</TABLE>

 The  Federal statutory rate for each of the three years  in  the
 period ended December 31, 1995 was 35%.
 
 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 are as follows:
 <TABLE>
 <CAPTION>
 
                                            1995      1994     1993
                                         --------- --------- ---------
  <S>                                    <C>       <C>       <C>
  Deferred policy acquisition cost       $  1,239  $    887  $ (1,184)
  Policyholders' account balances             738       833      (969)
  Investment adjustments                    1,445     1,117      (100)
  Other                                        64      (806)        3
                                         --------- --------- ---------
  Deferred Federal income tax                                        
   provision (benefit)                   $  3,486  $  2,031  $ (2,250)
                                         ========= ========= =========
 </TABLE>
 
 Deferred tax assets and liabilities as of December 31 are
 determined as follows:
<TABLE>
<CAPTION>

                                                           1995          1994   
                                                         ---------     ---------
  <S>                                                    <C>           <C>     
  Deferred tax assets:                                                          
       Policyholders' account balances                   $  8,277      $  9,015 
       Net unrealized investment loss                           0         1,812 
       Investment adjustments                               2,581         4,026 
       Other                                                    2            66 
                                                         ---------     ---------
            Total deferred tax assets                      10,860        14,919 
                                                         ---------     ---------

  Deferred tax liabilities:                                                     
       Deferred policy acquisition costs                    6,409         5,170 
       Net unrealized investment gain                         829             0 
                                                         ---------     ---------
            Total deferred tax liabilities                  7,238         5,170 
                                                         ---------     ---------
            Net deferred tax asset                       $  3,622      $  9,749 
                                                         =========     =========
</TABLE>
 
 The  Company  anticipates that all deferred tax assets  will  be
 realized, therefore no valuation allowance has been provided.
<PAGE>
NOTE 5:  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 $4,415, $4,025 and $5,688 for 1995, 1994 and  1993
respectively.  The Company is allocated interest expense  on  its
accounts  payable  to MLIG which approximates the  daily  Federal
funds rate. Total intercompany interest paid was $88, $50 and $69
for 1995, 1994 and 1993, 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
Company  pays a fee to MLAM for these services through  the  MLIG
service  agreement.  Charges attributable to this  agreement  and
allocated  to  the Company by MLIG were $206, $203 and  $265  for
1995, 1994 and 1993, respectively.

The  Company  has a general agency agreement with  Merrill  Lynch
Life  Agency Inc. ("MLLA") whereby registered representatives  of
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 $2,424, $5,329 and $4,927 for 1995,
1994   and  1993,  respectively.   Substantially  all  of   these
commissions 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,  1995  and
1994,  the  outstanding balance of these  loans  was  $3,075  and
$4,336,  respectively.   Repayments made on  these  loans  during
1995,   1994,   and   1993  were  $1,261,  $1,214   and   $1,650,
respectively.   Interest was calculated on these loans  at  LIBOR
plus 150 basis points.  Intercompany interest paid on these loans
during 1995, 1994 and 1993 was $359, $302 and $328, respectively.

NOTE 6:  STOCKHOLDER'S EQUITY AND STATUTORY REGULATIONS

At December 31, 1995 and 1994, $58,790 and $42,612, respectively,
of  stockholder's equity 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 1995, 1994 and
1993.  Statutory  capital and surplus at December  31,  1995  and
1994, was $72,113 and $64,913, respectively.

Applicable  insurance  department regulations  require  that  the
Company   report  its  accounts  in  accordance  with   statutory
accounting  practices.  Statutory accounting practices  primarily
differ   from   the  principals  utilized  in  theses   financial
statements  by  charging policy acquisition costs to  expense  as
incurred,  establishing  future  policy  benefit  reserves  using
different  actuarial  assumptions,  not  providing  for  deferred
income  taxes and valuing securities on a different  basis.   The
Company's  statutory  net  income for 1995,  1994  and  1993  was
$3,080, $3,816 and $6,515, respectively.

The  National  Association  of Insurance  Commissioners  ("NAIC")
utilized  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.   As of December 31, 1995, and 1994, based  on  the  RBC
formula, the Company's total adjusted capital level was 709%  and
344%, respectively, of the minimum amount of capital required  to
avoid regulatory action.
 
NOTE  7: 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,
<PAGE>
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>   12
                                   SIGNATURES

                 Pursuant to the requirements of Section 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

                                           ML Life Insurance Company of New York
                                           -------------------------------------
                                           (Registrant)

                                               /s/ Joseph E. Crowne, Jr.
Date: March 26, 1996                       By: 
                                               ---------------------------------
                                               Joseph E. Crowne, Jr.
                                               Chief Financial Officer

                 Pursuant to the requirements of the Securities Exchange Act of
1934, this Report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
                 Signature                             Title                                  Date
                 ---------                             -----                                  ----
                 <S>                                   <C>                                    <C>     
                           *
                 ---------------------------           Chairman of the Board, President       March 26, 1996
                 Anthony J. Vespa                      and Chief Executive Officer            --------------
                                                                                  
                 /s/ JOSEPH E. CROWNE, JR.
                 ---------------------------           Director, Senior Vice President,       March 26, 1996
                 Joseph E. Crowne, Jr.                 Chief Financial Officer, Chief         --------------
                                                       Actuary and Treasurer         

                 /s/ BARRY G. SKOLNICK
                 ---------------------------           Director, Senior Vice President        March 26, 1996
                 Barry G. Skolnick                     and General Counsel*                   --------------
                                                                           
                           *
                 ---------------------------           Director and Senior Vice               March 26, 1996
                 David M. Dunford                      President                              --------------
                                                                
                           *          
                 ---------------------------
                 Gail R. Farkas                        Director and Senior                    March 26, 1996
                                                       Vice President                         --------------

                            *         
                 ---------------------------
                 John C.R. Hele                        Director and Senior                    March 26, 1996
                                                       Vice President                         --------------
                                                                     
</TABLE>
<PAGE>   13
<TABLE>
                 <S>                                   <C>                                    <C>    
                           *          
                 ---------------------
                 Michael P. Cogswell                   Director, Vice                         March 26, 1996
                                                       President and Senior                   --------------
                                                       Counsel             

                           *          
                 ---------------------
                 Francis X. Ervin, Jr.                 Director, Vice President, and          March 26, 1996
                                                       Controller                             --------------
                          *
                 ---------------------                 Director                               March 26, 1996
                 Frederick J.C. Butler                                                        --------------

                            *
                 ---------------------                 Director                               March 26, 1996
                 Robert L. Israeloff                                                          --------------
                                    
                            *
                 ---------------------                 Director                               March 26, 1996
                 Cynthia L. Kahn                                                              --------------
                                
                            *
                 ---------------------                 Director                               March 26, 1996
                 Robert A. King                                                               --------------
                               
                            *
                 ---------------------                 Director                               March 26, 1996
                 Irving M. Pollack                                                            --------------
                                  
                            *
                 ---------------------                 Director                               March 26, 1996
                 William A. Wilde                                                             --------------
                                 
</TABLE>





*Signing in his own capacity and as Attorney-in-Fact.
<PAGE>   14
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT
TO SECTION 12 OF THE ACT.

         No annual report covering the Registrant's last fiscal year or proxy
         material has been or will be sent to Registrant's security holder.
<PAGE>   15
                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
                 Exhibit No.          Description                                    Location
                 -----------          -----------                                    --------
                 <S>                  <C>                                            <C>
                 3.1                  Certificate of Amendment and Restatement       Incorporated by reference to Exhibit 3(a)
                                      of Charter of Royal Tandem Life Insurance      to the Registrant's registration statement
                                      Company.                                       on Form S-1, File No. 33-34562, filed
                                                                                     April 26, 1990.

                 3.2                  By-Laws of Royal Tandem Life Insurance         Incorporated by reference to Exhibit 3(b)
                                      Company.                                       to the Registrant's registration statement
                                                                                     on Form S-1, File No. 33-34562, filed
                                                                                     April 26, 1990.

                 3.3                  Certificate of Amendment of the Charter of     Incorporated by reference to Exhibit 3(c)
                                      ML Life Insurance Company of New York.         to Post-Effective Amendment No. 3 to the
                                                                                     Registrant's registration statement on
                                                                                     Form S-1, File No. 33-34562, filed March
                                                                                     30, 1992.

                 3.4                  By-Laws of ML Life Insurance Company of        Incorporated by reference to Exhibit 3(d)
                                      New York.                                      to Post-Effective Amendment No. 3 to the
                                                                                     Registrant's registration statement on
                                                                                     Form S-1, File No. 33-34562, filed March
                                                                                     30, 1992.

                 4.1                  Modified Guaranteed Annuity Contract.          Incorporated by reference to Exhibit 4(a)
                                                                                     to Pre-Effective Amendment No. 1 to the
                                                                                     Registrant's registration statement on
                                                                                     Form S-1, File No. 33-34562, filed October
                                                                                     16, 1990.
</TABLE>





                                   - E-1 -
<PAGE>   16
<TABLE>
                 <S>                  <C>                                            <C>
                 4.2                  Modified Guaranteed Annuity Contract           Incorporated by reference to Exhibit 4(b)
                                      Application.                                   to Pre-Effective Amendment No. 1 to the
                                                                                     Registrant's registration statement on
                                                                                     Form S-1, File No. 33-34562, filed October
                                                                                     16, 1990.

                 4.3                  Qualified Retirement Plan Endorsement.         Incorporated by reference to Exhibit 4(c)
                                                                                     to Pre-Effective Amendment No. 1 to the
                                                                                     Registrant's registration statement on
                                                                                     Form S-1, File No. 33-34562, filed October
                                                                                     16, 1990.

                 4.4                  IRA Endorsement.                               Incorporated by reference to Exhibit 4(d)
                                                                                     to Pre-Effective Amendment No. 1 to the
                                                                                     Registrant's registration statement on
                                                                                     Form S-1, File No. 33-34562, filed October
                                                                                     16, 1990.

                 4.5                  Company Name Change Endorsement.               Incorporated by reference to Exhibit 4(e)
                                                                                     to Post-Effective Amendment No. 3 to the
                                                                                     Registrant's registration statement on
                                                                                     Form S-1, File No. 33-34562, filed March
                                                                                     30, 1992.

                 4.6                  IRA Endorsement, MLNY009.                      Incorporated by reference to Exhibit
                                                                                     4(d)(2) to Post-Effective Amendment No. 1
                                                                                     to the Registrant's registration statement
                                                                                     on Form S-1, File No. 33-60288, filed
                                                                                     March 31, 1994.

                 4.7                  Modified Guaranteed Annuity Contract MLNY-     Incorporated by reference to Exhibit
                                      AY-991/94.                                     4(a)(2) to Post-Effective Amendment No. 3
                                                                                     to the Registrant's 
</TABLE>





                                   - E-2 -
<PAGE>   17


<TABLE>
                 <S>                  <C>                                            <C>
                                                                                     registration statement on Form S-1, File No.
                                                                                     33-60288, filed December 7, 1994.

                 4.8                  Qualified Retirement Plan Endorsement          Incorporated by reference to Exhibit
                                      MLNY-AYQ-991/94.                               4(c)(2) to Post-Effective Amendment No. 3
                                                                                     to the Registrant's registration statement
                                                                                     on Form S-1, File No. 33-60288, filed
                                                                                     December 7, 1994.

                 10.1                 General Agency Agreement between Royal         Incorporated by reference to Exhibit 10(a)
                                      Tandem Life Insurance Company and Merrill      to Pre-Effective Amendment No. 1 to the
                                      Lynch Life Agency Inc.                         Registrant's registration statement on
                                                                                     Form S-1, File No. 33-34562, filed October
                                                                                     16, 1990.

                 10.2                 Investment Management Agreement by and         Incorporated by reference to Exhibit 10(b)
                                      between Royal Tandem Life Insurance            to Pre-Effective Amendment No. 1 to the
                                      Company and Equitable Capital Management       Registrant's registration statement on
                                      Corporation.                                   Form S-1, File No. 33-34562, filed October
                                                                                     16, 1990.

                 10.3                 Shareholders' Agreement by and among The       Incorporated by reference to Exhibit 10(c)
                                      Equitable Life Assurance Society of the        to Pre-Effective Amendment No. 1 to the
                                      United States and Merrill Lynch & Co.,         Registrant's registration statement on
                                      Inc. and Tandem Financial Group, Inc.          Form S-1, File No. 33-34562, filed October
                                                                                     16, 1990.

                 10.4                 Service Agreement by and between Royal         Incorporated by reference to Exhibit 10(d)
                                      Tandem Life Insurance Company and Tandem       to Pre-Effective Amendment No. 1 to the
                                      Financial Group, Inc.                          Registrant's registration statement on
                                                                                     Form S-1, File No. 33-34562, filed October
                                                                                     16, 1990.
</TABLE>





                                   - E-3 -
<PAGE>   18
<TABLE>
                 <S>                  <C>                                            <C>
                 10.5                 Service Agreement by and between Tandem        Incorporated by reference to Exhibit 10(e)
                                      Financial Group, Inc. and Merrill Lynch &      to Pre-Effective Amendment No. 1 to the
                                      Co., Inc.                                      Registrant's registration statement on
                                                                                     Form S-1, File No. 33-34562, filed October
                                                                                     16, 1990.

                 10.6                 Form of Investment Management Agreement by     Incorporated by reference to Exhibit 10(f)
                                      and between Royal Tandem Life Insurance        to Post-Effective Amendment No. 1 to the
                                      Company and Merrill Lynch Asset                Registrant's registration statement on
                                      Management, Inc.                               Form S-1, File No. 33-34562, filed March
                                                                                     7, 1991.

                 10.7                 Assumption Reinsurance Agreement between       Incorporated by reference to Exhibit 10(g)
                                      Merrill Lynch Life Insurance Company,          to Post-Effective Amendment No. 3 to the
                                      Tandem Insurance Group, Inc. and Royal         Registrant's registration statement on
                                      Tandem Life Insurance Company and Family       Form S-1, File No. 33-34562, filed March
                                      Life Insurance Company.                        30, 1992.


                 10.8                 Indemnity Agreement between ML Life            Incorporated by reference to Exhibit 10(h)
                                      Insurance Company of New York and Merrill      to Post-Effective Amendment No. 3 to the
                                      Lynch Life Agency, Inc.                        Registrant's registration statement on
                                                                                     Form S-1, File No. 33-34562, filed March
                                                                                     30, 1992.

                 10.9                 Amended General Agency Agreement between       Incorporated by reference to Exhibit 10(i)
                                      ML Life Insurance Company of New York and      to Post-Effective Amendment No. 3 to the
                                      Merrill Lynch Life Agency, Inc.                Registrant's registration statement on
                                                                                     Form S-1, File No. 33-34562, filed March
                                                                                     1992.
</TABLE>





                                   - E-4 -
<PAGE>   19
<TABLE>
                 <S>                  <C>                                            <C>
                 10.10                Amended Management Agreement between ML        Incorporated by reference to Exhibit 10(j)
                                      Life Insurance Company of New York and         to the Registrant's registration statement
                                      Merrill Lynch Asset Management, Inc.           on Form S-1, File No. 33-60288, filed
                                                                                     March 30, 1993.

                 10.11                Mortgage Loan Servicing Agreement between      Incorporated by reference to Exhibit 10(k)
                                      ML Life Insurance Company of New York and      to the Registrant's registration statement
                                      Merrill Lynch & Co., Inc.                      on Form S-1, File No. 33-60288, filed
                                                                                     March 29, 1995.

                 25.1                 Power of attorney of Frederick J.C.            Incorporated by reference to Exhibit 25(a)
                                      Butler.                                        to Post-Effective Amendment No. 1 to the
                                                                                     Registrant's registration statement on
                                                                                     Form S-1, File No. 33-60288, filed March
                                                                                     31, 1994.

                 25.2                 Power of attorney of Michael P. Cogswell.      Incorporated by reference to Exhibit 25(b)
                                                                                     to Post-Effective Amendment No. 1 to the
                                                                                     Registrant's registration statement on
                                                                                     Form S-1, File No. 33-60288, filed March
                                                                                     31, 1994.

                 25.3                 Power of attorney of Sandra K. Cox.            Incorporated by reference to Exhibit 25(c)
                                                                                     to Post-Effective Amendment No. 1 to the
                                                                                     Registrant's registration statement on
                                                                                     Form S-1, File No. 33-60288, filed March
                                                                                     31, 1994.

                 25.4                 Power of attorney of Joseph E. Crowne.         Incorporated by reference to Exhibit 25(d)
                                                                                     to Post-Effective Amendment No. 1 to the
                                                                                     Registrant's registration statement on
                                                                                     Form S-1, File No. 33-60288, filed March
                                                                                     31, 1994.
</TABLE>





                                   - E-5 -
<PAGE>   20
<TABLE>
                 <S>                  <C>                                            <C>
                 25.5                 Power of attorney of David M. Dunford.         Incorporated by reference to Exhibit 25(e)
                                                                                     to Post-Effective Amendment No. 1 to the
                                                                                     Registrant's registration statement on
                                                                                     Form S-1, File No. 33-60288, filed March
                                                                                     31, 1994.

                 25.6                 Power of attorney of John C.R. Hele.           Incorporated by reference to Exhibit 25(f)
                                                                                     to Post-Effective Amendment No. 1 to the
                                                                                     Registrant's registration statement on
                                                                                     Form S-1, File No. 33-60288, filed March
                                                                                     31, 1994.

                 25.7                 Power of attorney of Robert L. Israeloff.      Incorporated by reference to Exhibit 25(g)
                                                                                     to Post-Effective Amendment No. 1 to the
                                                                                     Registrant's registration statement on
                                                                                     Form S-1, File No. 33-60288, filed March
                                                                                     31, 1994.

                 25.8                 Power of attorney of Allen N. Jones.           Incorporated by reference to Exhibit 25(h)
                                                                                     to Post-Effective Amendment No. 1 to the
                                                                                     Registrant's registration statement on
                                                                                     Form S-1, File No. 33-60288, filed March
                                                                                     31, 1994.

                 25.9                 Power of attorney of Cynthia L. Kahn.          Incorporated by reference to Exhibit 25(i)
                                                                                     to Post-Effective Amendment No. 1 to the
                                                                                     Registrant's registration statement on
                                                                                     Form S-1, File No. 33-60288, filed March
                                                                                     31, 1994.
</TABLE>





                                   - E-6 -
<PAGE>   21
<TABLE>
                 <S>                  <C>                                            <C>
                 25.10                Power of attorney of Robert A. King.           Incorporated by reference to Exhibit 25(j)
                                                                                     to Post-Effective Amendment No. 1 the
                                                                                     Registrant's registration statement on
                                                                                     Form S-1, File No. 33-60288, filed March
                                                                                     31, 1994.

                 25.11                Power of attorney of Irving M. Pollack.        Incorporated by reference to Exhibit 25(k)
                                                                                     to Post-Effective Amendment No. 1 to the
                                                                                     Registrant's registration statement on
                                                                                     Form S-1, File No. 33-60288, filed March
                                                                                     31, 1994.

                 25.12                Power of attorney of Barry G. Skolnick.        Incorporated by reference to Exhibit 25(l)
                                                                                     to Post-Effective Amendment No. 1 to the
                                                                                     Registrant's registration statement on
                                                                                     Form S-1, File No. 33-60288, filed March
                                                                                     31, 1994.

                 25.13                Power of attorney of William A. Wilde.         Incorporated by reference to Exhibit 25(m)
                                                                                     to Post-Effective Amendment No. 1 to the
                                                                                     Registrant's registration statement on
                                                                                     Form S-1, File No. 33-60288, filed March
                                                                                     31, 1994.

                 25.14                Power of attorney of Anthony J. Vespa.         Incorporated by reference to Exhibit 25(n)
                                                                                     to Post-Effective Amendment No. 1 to the
                                                                                     Registrant's registration statement on
                                                                                     Form S-1, File No. 33-60288, filed March
                                                                                     31, 1994.
</TABLE>





                                   - E-7 -
<PAGE>   22
<TABLE>
                 <S>                  <C>                                            <C>
                 25.15                Power of attorney of Francis X. Ervin, Jr.     Incorporated by reference to Exhibit 24(f)
                                                                                     to Post-Effective Amendment No. 5 to the
                                                                                     Registrant's registration statement on
                                                                                     Form S-1, File No. 33-60288, filed March
                                                                                     26, 1996.

                 25.16                Power of Attorney of                           Incorporated by reference to Exhibit 24(g)
                                      Gail R. Farkas                                 to Post-Effective Amendment No. 5 to the
                                                                                     Registrant's registration statement on
                                                                                     Form S-1, File No. 33-60288, filed March
                                                                                     26, 1996.

                 99.1                 Preliminary prospectus contained in Post-      Exhibit 99.1
                                      Effective Amendment No. 5 to the
                                      Registrant's registration statement, filed
                                      March 26, 1996, pursuant to the Securities
                                      Act of 1933, File No. 33-60288.
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