ML LIFE INSURANCE CO OF NEW YORK
In addition, no change in Registrant’s internal control over financial reporting (as defined in Rule 15d-15(f) under the Securities Exchange Act of 1934) occurred during the fourth fiscal quarter of 2005 that has materially affected, or is reasonably likely to materially affect, Registrant’s internal control over financial reporting.
No information is required to be disclosed under this item. PART III       Information called for by items 10 through 13 of this part is omitted pursuant to General Instruction I. of Form 10-K.   -23-      PART IV  Item 14.  Principal Accounting Fees and Services  Pre-Approval of Services Provided by the Registrant’s Independent Auditor Consistent with SEC rules regarding auditor independence, the Audit Committee has established a policy governing the provision of audit and non-audit services to the Registrant.   Pursuant to this policy, the Audit Committee will consider annually and, if appropriate approve the provision of all audit services to the Registrant by the independent auditor. The Audit Committee will also consider and, if appropriate, pre-approve the provision by the independent auditor of services that fit within the following categories of permitted non-audit services within a specified dollar limit.        •   Audit service, include audit work performed in the review and preparation of the financial statements, as well as services that generally only the independent auditor can be expected to provide, such as comfort letters, statutory audits, attest services, consents and assistance with the review of documents filed with the SEC.         •   Audit-Related services include accounting consultations relating to actuarial valuations.         •   Tax services include all services performed by the independent auditor's tax personnel.         •   All Other service, include all other miscellaneous services not captured in the other two categories that are not prohibited services, as defined by the SEC, and that the Audit Committee believes will not impair the independence of the independent auditor.   Any proposed engagement of the independent auditor that does not fit within one of the pre-approved categories of service or is not within the established fee limits must be pre-approved by the Audit Committee.   The Audit Committee has delegated pre-approval authority to the Chair of the Audit Committee in time sensitive cases. The exercise of such authority must be reported to the Audit Committee at its next regularly scheduled meeting. The Audit Committee regularly reviews summary reports detailing all services (and related fees and expenses) being provided to the Registrant by the independent auditor.      Fees Paid to the Registrant’s Independent Auditor The following table presents fees for professional services rendered by Deloitte & Touche LLP for the audit of the Registrant’s financial statements for the years ended December 31, 2005 and 2004 and fees billed for other services rendered by Deloitte & Touche LLP during those periods.                              2005    2004        Audit (1)   $ 242,146     $ 207,506     Audit Related (2)     5,272       4,554     Tax (3)     2,636       2,277     All Other (4)     13,531       13,362                           Total   $ 263,585     $ 227,699                                   (1)   Audit Fees included audit work performed in the review and preparation         of the financial statements, as well as, services that generally only         the independent auditor can be expected to provide, such as comfort letters,         statutory audits, attest services, consents and assistance with and review         of documents filed with the Securities and Exchange Commission.       (2)   Audit–Related Fees included accounting consultations relating to actuarial         valuations.             (3)   Tax Fees included all services performed by the independent auditor’s         tax personnel.       (4)   All Other Fees included miscellaneous out-of-pocket expenses.    -24-     PART IV  Item 15.  Exhibits and Financial Statement Schedules.       (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 27, 2006.    b.   Balance Sheets at December 31, 2005 and 2004.    c.   Statements of Earnings for the Years Ended December 31, 2005, 2004 and 2003.    d.   Statements of Comprehensive Income for the Years Ended December 31, 2005, 2004 and 2003.    e.   Statements of Stockholder’s Equity for the Years Ended December 31, 2005, 2004 and 2003.    f.   Statements of Cash Flows for the Years Ended December 31, 2005, 2004 and 2003.    g.   Notes to Financial Statements for the Years Ended December 31, 2005, 2004 and 2003.    (2)   Not applicable.    (3)   The following exhibits are filed as part of this report as indicated below:    -25-                3.1    Certificate of Amendment of the Charter of ML Life Insurance Company of New York. (Incorporated by reference to Exhibit 6(a)(ii) to Post-Effective Amendment No. 10 to ML of New York Variable Annuity Account A’s registration statement on Form N-4, File No. 33-43654, filed December 9, 1996.)    3.2    By-Laws of ML Life Insurance Company of New York. (Incorporated by reference to Exhibit 6(b) to Post-Effective Amendment No. 10 to ML of New York Variable Annuity Account A’s registration statement on Form N-4, File No. 33-43654, filed December 9, 1996.)    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 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).     -26-                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 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.)     -27-                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 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.)    23.1    Written Consent of Deloitte & Touche, LLP, independent registered public accounting firm, is filed herewith.    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.)     -28-                24.2    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.)    24.3    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.)    24.4    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.)    24.5    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.)    24.6    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.)    -29-                24.7    Power of attorney of Richard M. Drew. (Incorporated by reference to Exhibit 24.14 to Annual Report on Form 10-K, File Nos. 33-34562, 33-60288, and 333-48983, filed March 30, 2000.)    24.8    Power of attorney of John C. Carroll, is filed herewith.    24.9    Power of attorney of Paul Michalowski, is filed herewith.    24.10    Power of attorney of Joseph Justice. (Incorporated by reference to ML of New York Variable Annuity Separate Account A’s registration statement on Form N-4, File No. 333-69220, filed September 10, 2001.)    24.11    Power of attorney of Lori M. Salvo. (Incorporated by reference to ML of New York Variable Annuity Separate Account A’s registration statement on Form N-4, File No. 333-69220, filed September 10, 2001.)    24.12    Power of attorney of Deborah J. Adler. (Incorporated by reference to Exhibit 24.13 to Annual Report on Form 10-K, File Nos. 33-34562, 33-60288, and 333-48983, filed March 29, 2004.)     24.13     Power of attorney of Concetta M. Ruggiero. (Incorporated by reference to Exhibit 24.13 to Annual Report on Form 10-K, File Nos. 33-34562, 33-60288, and 333-48983, filed March 29, 2004.)     31.1    Certification by the Chief Executive Officer of the Registrant pursuant to Rule 15d-14(a), is filed herewith.    31.2    Certification by the Chief Financial Officer of the Registrant pursuant to Rule 15d-14(a), is filed herewith.    32.1    Certification by the Chief Executive Officer of the Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, is filed herewith.    32.2    Certification by the Chief Financial Officer of the Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, is filed herewith.    -30-     INDEX TO FINANCIAL STATEMENTS         Independent Auditors’ Report   Balance Sheets at December 31, 2005 and 2004   Statements of Earnings for the Years Ended December 31, 2005, 2004 and 2003   Statements of Comprehensive Income for the Years Ended December 31, 2005, 2004 and 2003   Statements of Stockholder’s Equity for the Years Ended December 31, 2005, 2004 and 2003   Statements of Cash Flows for the Years Ended December 31, 2005, 2004 and 2003   Notes to Financial Statements for the Years Ended December 31, 2005, 2004 and 2003           REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  To the Board of Directors ML Life Insurance Company of New York  We have audited the accompanying balance sheets of ML Life Insurance Company of New York (the “Company”) as of December 31, 2005 and 2004, and the related statements of earnings, comprehensive income, stockholder’s equity, and cash flows for each of the three years in the period ended December 31, 2005. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the financial statements based on our audits.  We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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 ML Life Insurance Company of New York as of December 31, 2005 and 2004, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2005, in conformity with accounting principles generally accepted in the United States of America.  As discussed in Note 1 to the financial statements, in 2004 the Company changed its method of accounting for long-duration contracts to conform to Statement of Position 03-1 “Accounting and Reporting by Insurance Enterprises for Certain Non-Traditional Long-Duration Contracts and for Separate Accounts.”  February 27, 2006          ML LIFE INSURANCE COMPANY OF NEW YORK (A wholly owned subsidiary of Merrill Lynch Insurance Group, Inc.)  BALANCE SHEETS AS OF DECEMBER 31, 2005 AND 2004 (Dollars in thousands, except common stock par value and shares)                           ASSETS   2005     2004       INVESTMENTS:                   Fixed maturity available-for-sale securities, at estimated fair value (amortized cost: 2005 - $165,404 ; 2004 - $177,601)   $ 164,279     $ 179,753     Equity available-for-sale securities, at estimated fair value (cost: 2005 - $702; 2004 - $0)     706       —     Policy loans on insurance contracts, at outstanding loan balances     74,393       76,750                     Total Investments     239,378       256,503     CASH AND CASH EQUIVALENTS     14,650       6,649     ACCRUED INVESTMENT INCOME     3,934       3,919     DEFERRED POLICY ACQUISITION COSTS     23,038       28,132     DEFERRED SALES INDUCEMENTS     601       —     OTHER ASSETS     3,772       5,978     SEPARATE ACCOUNTS ASSETS     946,261       980,398                     TOTAL ASSETS   $ 1,231,634     $ 1,281,579                                          See accompanying notes to financial statements.    (Continued)             ML LIFE INSURANCE COMPANY OF NEW YORK (A wholly owned subsidiary of Merrill Lynch Insurance Group, Inc.)  BALANCE SHEETS (Continued) AS OF DECEMBER 31, 2005 AND 2004 (Dollars in thousands, except common stock par value and shares)                           LIABILITIES AND STOCKHOLDER’S EQUITY   2005     2004       LIABILITIES:                   POLICYHOLDER LIABILITIES AND ACCRUALS:                   Policyholder account balances   $ 168,880     $ 185,538     Future policy benefits     22,546       22,101     Claims and claims settlement expenses     3,329       5,265                     Total Policyholder Liabilities and Accruals     194,755       212,904     OTHER POLICYHOLDER FUNDS     264       1,099     FEDERAL INCOME TAXES – DEFERRED     2,091       3,871     FEDERAL INCOME TAXES – CURRENT     642       734     AFFILIATED PAYABLES – NET     2,869       2,357     OTHER LIABILITIES     863       —     SEPARATE ACCOUNTS LIABILITIES     946,261       980,398                     Total Liabilities     1,147,745       1,201,363                     STOCKHOLDER’S EQUITY:                   Common stock, $10 par value - 220,000 shares authorized, issued and outstanding     2,200       2,200     Additional paid-in capital     52,310       52,310     Retained earnings     30,556       25,088     Accumulated other comprehensive income (loss)     (1,177 )     618                     Total Stockholder’s Equity     83,889       80,216                     TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY   $ 1,231,634       $ 1,281,579                       See accompanying notes to financial statements.          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, 2005, 2004 AND 2003 (Dollars in thousands)                                       2005     2004     2003       REVENUES:                           Policy charge revenue   $ 18,431     $ 18,426     $ 16,388     Net investment income     11,275       11,222       12,775     Net realized investment gains     1,799       127       633                           Total Revenues     31,505       29,775       29,796                           BENEFITS AND EXPENSES:                           Interest credited to policyholder liabilities     8,216       9,096       9,756     Policy benefits (net of reinsurance recoveries: 2005 - $98; 2004 - $1,066; 2003 - $705)     2,501       3,014       4,027     Reinsurance premium ceded     1,845       1,722       1,577     Amortization of deferred policy acquisition costs     7,005       821       4,810     Insurance expenses and taxes     4,699       3,999       3,562                           Total Benefits and Expenses     24,266       18,652       23,732                           Earnings Before Federal Income Tax Provision     7,239       11,123       6,064                           FEDERAL INCOME TAX PROVISION (BENEFIT):                           Current     2,585       2,597       4,510     Deferred     (814 )     662       (2,818 )                         Total Federal Income Tax Provision     1,771       3,259       1,692                           EARNINGS BEFORE CHANGE IN ACCOUNTING PRINCIPLE     5,468       7,864       4,372                           Change in Accounting Principle, Net of Tax     —       (2,032 )     —                           NET EARNINGS   $ 5,468     $ 5,832     $ 4,372                             See accompanying notes to financial statements.          ML LIFE INSURANCE COMPANY OF NEW YORK (A wholly owned subsidiary of Merrill Lynch Insurance Group, Inc.)  STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003 (Dollars in thousands)                                       2005     2004     2003       NET EARNINGS   $ 5,468     $ 5,832     $ 4,372                           OTHER COMPREHENSIVE INCOME (LOSS):                           Net unrealized gains (losses) on available-for-sale securities:                           Net unrealized holding gains (losses) arising during the period     (1,474 )     (2,133 )     1,245     Reclassification adjustment for gains included in net earnings     (1,799 )     (127 )     (321 )                         Total net unrealized gains (losses) on available-for-sale securities     (3,273 )     (2,260 )     924     Adjustments for:                           Policyholder liabilities     512       1,132       864     Deferred federal income taxes     966       395       (626 )                         Total other comprehensive income (loss), net of tax     (1,795 )     (733 )     1,162                           COMPREHENSIVE INCOME   $ 3,673     $ 5,099     $ 5,534                             See accompanying notes to financial statements.          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, 2005, 2004 AND 2003 (Dollars in thousands)                                                                               Accumulated                       Additional             other     Total         Common     paid-in     Retained     comprehensive     stockholder’s         stock     capital     earnings     income (loss)     equity       BALANCE, JANUARY 1, 2003   $ 2,200     $ 52,310     $ 17,384     $ 189     $ 72,083     Net earnings                     4,372               4,372     Other comprehensive income, net of tax                             1,162       1,162                                       BALANCE, DECEMBER 31, 2003     2,200       52,310       21,756       1,351       77,617     Net earnings                     5,832               5,832     Cash dividend paid to parent                     (2,500 )             (2,500 )   Other comprehensive loss, net of tax                             (733 )     (733 )                                     BALANCE, DECEMBER 31, 2004     2,200       52,310       25,088       618       80,216     Net earnings                     5,468               5,468     Other comprehensive loss, net of tax                             (1,795 )     (1,795 )                                     BALANCE, DECEMBER 31, 2005   $ 2,200     $ 52,310     $ 30,556     $ (1,177 )   $ 83,889                                         See accompanying notes to financial statements.          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, 2005, 2004 AND 2003 (Dollars in thousands)                                       2005     2004     2003       Cash Flows From Operating Activities:                           Net earnings   $ 5,468     $ 5,832     $ 4,372     Noncash items included in earnings:                           Change in accounting principle, net of tax     —       2,032       —     Amortization of deferred policy acquisition costs     7,005       821       4,810     Capitalization of policy acquisition costs     (1,911 )     (3,924 )     (2,323 )   Amortization of deferred sales inducements     (28 )     —       —     Capitalization of deferred sales inducements     (573 )     —       —     Amortization of investments     821       622       689     Interest credited to policyholder liabilities     8,216       9,096       9,756     Change in variable contract reserves     285       (188 )     —     Provision (benefit) for deferred Federal income tax     (814 )     662       (2,818 )   (Increase) decrease in operating assets:                           Accrued investment income     (15 )     413       513     Federal income taxes – current     —       —       1,628     Other     2,206       (2,330 )     495     Increase (decrease) in operating liabilities:                           Claims and claims settlement expenses     (1,936 )     1,338       782     Other policyholder funds     (835 )     (1,015 )     1,327     Federal income taxes – current     (92 )     (231 )     965     Affiliated payables – net     512       (480 )     367     Other     863       (28 )     (470 )   Other operating activities:                           Net realized investment gains     (1,799 )     (127 )     (633 )                                                     Net cash and cash equivalents provided by operating activities     17,373       12,493       19,460                                                       Cash Flow From Investing Activities:                           Proceeds from (payments for):                           Sales of available-for-sale securities     36,283       26,368       38,922     Maturities of available-for-sale securities     13,182       26,870       60,331     Purchases of available-for-sale securities     (36,992 )     (53,564 )     (109,475 )   Policy loans on insurance contracts     2,357       4,242       5,611                                                       Net cash and cash equivalents provided by (used in) investing activities   $ 14,830     $ 3,916     $ (4,611 )                                              See accompanying notes to financial statements.    (Continued)             ML LIFE INSURANCE COMPANY OF NEW YORK (a wholly owned subsidiary of Merrill Lynch Insurance Group, Inc.)  STATEMENTS OF CASH FLOWS (Continued) FOR THE YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003 (Dollars in thousands)                                       2005     2004     2003       Cash Flows From Financing Activities:                           Proceeds from (payments for):                           Cash dividend paid to parent   $ —     $ (2,500 )   $ —     Policyholder deposits (excludes internal policy replacement deposits)     35,439       71,983       57,372     Policyholder withdrawals (including transfers from separate accounts)     (59,641 )     (91,581 )     (82,975 )                                                     Net cash and cash equivalents used in financing activities     (24,202 )     (22,098 )     (25,603 )                                                     NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS     8,001       (5,689 )     (10,754 )                               CASH AND CASH EQUIVALENTS:                           Beginning of year     6,649       12,338       23,092                                                       End of year   $ 14,650     $ 6,649     $ 12,338                                                       Supplementary Disclosure of Cash Flow Information:                           Cash paid to affiliates for:                           Federal income taxes    $ 2,677     $ 2,828     $ 1,917     Interest     67       25       18       See accompanying notes to financial statements.          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         Description of Business: 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 is domiciled in the State of New York.          The Company sells non-participating annuity products, including variable annuities, modified guaranteed annuities and immediate annuities. The Company is licensed to sell insurance and annuities 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 broker-dealer subsidiary of Merrill Lynch & Co.          Basis of Reporting: The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and prevailing industry practices, both of which require management to make estimates that affect the reported amounts and disclosure of contingencies in the Financial Statements. Actual results could differ from those estimates.          The significant accounting policies and related judgments underlying the Company’s Financial Statements are summarized below. In applying these policies, management makes subjective and complex judgments that frequently require estimates about matters that are inherently uncertain.          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.          Certain reclassifications and format changes have been made to prior year amounts to conform to the current year presentation.          Revenue Recognition: Revenues for variable annuity contracts consist of policy charges for i) mortality and expense risks, ii) certain benefit guarantees selected by the contract owner, iii) administration fees, iv) annual contract maintenance charges, and v) withdrawal charges assessed on contracts surrendered during the withdrawal charge period.          Revenues for variable life insurance contracts consist of policy charges for i) mortality and expense risks, ii) cost of insurance fees, iii) amortization of deferred sales charges, and iv) withdrawal charges assessed on contracts surrendered during the withdrawal charge period. The Company does not currently manufacture variable life insurance contracts.          Revenues for interest-sensitive annuity contracts (market value adjusted annuities, immediate annuities, and single premium deferred annuities) and interest-sensitive life insurance contracts (single premium whole life insurance) consist of i) investment income, ii) gains (losses) on the sale of invested assets, and iii) withdrawal charges assessed on contracts surrendered during the withdrawal charge period. The Company does not currently manufacture single premium deferred annuities or single premium whole life contracts.          Investments: The Company’s investments in fixed maturity and equity securities are classified as available-for-sale and are carried at estimated fair value with unrealized gains and losses included in stockholder’s equity as a component of accumulated other comprehensive income (loss), net of tax. These changes in estimated fair value are not reflected in the Statements of Earnings until a sale transaction occurs or when declines in fair value are deemed other-than-temporary.          If management determines that a decline in the value of an available-for-sale security is other-than-temporary, the carrying value is adjusted to estimated fair value and the decline in value is recorded as a net realized investment loss. Management makes this determination through a series of discussions with the Company’s portfolio managers and credit analysts,                  information obtained from external sources (i.e. company announcements, ratings agency announcements, or news wire services) and the Company’s ability and intent to hold the investments for a period of time sufficient for a forecasted market price recovery up to or beyond the amortized cost of the investment. The factors that may give rise to a potential other-than-temporary impairment include, but are not limited to, i) certain credit-related events such as default of principal or interest payments by the issuer, ii) bankruptcy of issuer, iii) certain security restructurings, and iv) fair market value less than amortized cost for an extended period of time. In the absence of a readily ascertainable market value, the estimated fair value on these securities represents management’s best estimate and is based on comparable securities and other assumptions as appropriate. Management bases this determination on the most recent information available.          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 investments are determined on the basis of specific identification. Investment transactions are recorded on the trade date.          Certain fixed maturity and equity securities are considered below investment grade. The Company defines below investment grade securities as unsecured debt obligations that have a Standard and Poor’s (or similar rating agency) rating lower than BBB-.          Policy loans on insurance contracts are stated at unpaid principal balances.          Deferred Policy Acquisition Costs (“DAC”): Policy acquisition costs for variable annuities and variable life insurance 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. The impact of these revisions on cumulative amortization is recorded as a charge or credit to current operations, commonly referred to as “unlocking”. 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 DAC.          Policy acquisition costs are principally commissions and a portion of certain other expenses relating to policy acquisition, underwriting and issuance that are primarily related to and vary with the production of new business. Insurance expenses and taxes reported in the Statements of Earnings are net of amounts deferred. Policy acquisition costs can also arise from the acquisition or reinsurance of existing inforce policies from other insurers. These costs include ceding commissions and professional fees related to the reinsurance assumed. 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.          During 1990, the Company entered into an assumption reinsurance agreement with an unaffiliated insurer. The acquisition costs relating to this agreement are being amortized over a twenty-five year period using an effective interest rate of 7.5%. This reinsurance agreement provided for payment of contingent ceding commissions, for a ten year period, based upon the persistency and mortality experience of the insurance contracts assumed. Payments made for contingent ceding commissions were 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 this reinsurance agreement for the years ended December 31:                                        2005     2004     2003       Beginning balance   $ 8,167     $ 8,830     $ 9,703     Interest accrued     613       662       728     Amortization     (1,831 )     (1,325 )     (1,601 )                         Ending balance   $ 6,949     $ 8,167     $ 8,830                                          The following table presents the expected amortization, net of interest accrued, of these deferred acquisition costs over the next five years.      Amortization may be adjusted based on periodic evaluation of the expected gross profits on the reinsured policies.                    2006   $ 815     2007   $ 737     2008   $ 697     2009   $ 686     2010   $ 681              Deferred Sales Inducements: The Company offers a sales inducement whereby the contract owner receives a bonus which increases the initial account balance by an amount equal to a specified percentage of the contract owner’s deposit. This amount may be subject to recapture under certain circumstances. The expense associated with offering this bonus is deferred and amortized over the anticipated life of the related contracts consistent with the amortization of DAC.          Separate Accounts: The Company’s Separate Accounts consist of variable annuities and variable life insurance contracts, of which the assets and liabilities are legally segregated and reported as separate captions in the Balance Sheets. Separate Accounts are established in conformity with New York State Insurance Law and are generally not chargeable with liabilities that arise from any other business of the Company. Separate Accounts assets may be subject to claims of the Company only to the extent the value of such assets exceeds Separate Accounts liabilities. The assets of the Separate Accounts are carried at the daily net asset value of the mutual funds in which they invest.          Absent any contract provision wherein the Company guarantees either a minimum return or account value upon death or annuitization, the net investment income and net realized and unrealized gains and losses attributable to Separate Accounts assets supporting variable annuities and variable life contracts accrue directly to the contract owner and are not reported as revenue in the Statements of Earnings. Mortality, policy administration and withdrawal charges associated with Separate Accounts products are included in policy charge revenue in the Statements of Earnings.          Policyholder Account Balances: The Company’s liability for policyholder account balances represents the contract value that has accrued to the benefit of the policyholder as of the balance sheet date. The liability is generally equal to the accumulated account deposits plus interest credited less policyholders’ withdrawals and other charges assessed against the account balance. Interest-crediting rates for the Company’s fixed rate products are as follows:                  Interest-sensitive life products   4.00%   Interest-sensitive deferred annuities   3.00% - 6.80%            These rates may be changed at the option of the Company after initial guaranteed rates expire, unless contracts are subject to minimum interest rate guarantees.          Future Policy Benefits: The Company’s liability for future policy benefits consists of liabilities for immediate annuities and liabilities for certain guarantee benefits contained in the variable insurance products the Company manufactures. Liabilities for immediate annuities are equal to the present value of estimated future payments to or on behalf of policyholders, where the timing and amount of payment generally depends on policyholder mortality. Interest rates used in establishing such liabilities range from 3.00% to 8.80%. Liabilities for guarantee benefits for variable annuity and life insurance contracts are discussed in more detail in Note 6 of the Financial Statements.          Claims and Claims Settlement Expenses: Liabilities for claims and claims settlement expenses equal the death benefit (plus accrued interest) for claims that have been reported to the Company but have not settled and an estimate, based upon prior experience, for unreported claims.          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 income tax liability.                  The Company provides for income taxes on all transactions that have been recognized in the financial statements in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 109, Accounting for Income Taxes. Accordingly, deferred taxes are adjusted to reflect the tax rates at which future taxable amounts will likely be settled or realized. The effects of tax rate changes on future deferred tax liabilities and deferred tax assets, as well as other changes in income tax laws, are recognized in net earnings in the period during which such changes are enacted. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized.          The Company is generally subject to taxes on premiums and, in substantially all states, is exempt from state income taxes.          Accounting Pronouncements: In September 2005, the Accounting Standards Executive Committee of the American Institute of Certified Public Accountants issued SOP 05-1, “Accounting by Insurance Enterprises for Deferred Acquisition Costs in Connection With Modifications or Exchanges of Insurance Contracts.” SOP 05-1 provides guidance on accounting by insurance enterprises for deferred acquisition costs on internal replacements of insurance and investment contracts other than those specifically described in SFAS No. 97. The SOP defines an internal replacement as a modification in product benefits, features, rights, or coverages that occurs by the exchange of a contract for a new contract, or by amendment, endorsement, or rider to a contract, or by the election of a feature or coverage within a contract. This SOP is effective for internal replacements occurring in fiscal years beginning after December 15, 2006. The Company will adopt SOP 05-1 on January 1, 2007. The Company is currently assessing the Financial Statement impact related to the adoption of SOP 05-1.          On January 1, 2004, the Company adopted the provisions of Statement of Position (“SOP”) 03-1, “Accounting and Reporting by Insurance Enterprises for Certain Nontraditional Long-Duration Contracts and for Separate Accounts.” SOP 03-1 required the establishment of a liability for contracts that contain death or other insurance benefits using a reserve methodology that was different from the methodology that the Company previously employed. As a result, the Company recorded a $3,120 increase in policyholder liabilities and a $6 decrease in DAC resulting in a charge to earnings of $2,032, net of a federal income tax benefit of $1,094, which was reported as a cumulative effect of a change in accounting principle during 2004. Excluding the cumulative effect of a change in accounting principle during 2004, the changes in policyholder liabilities related to SOP 03-1 did not have a material impact on the company’s Statements of Earnings for the years ended December 31, 2005 and 2004.               NOTE 2. ESTIMATED FAIR VALUE OF FINANCIAL INSTRUMENTS         Financial instruments are carried at fair value or amounts that approximate fair value. The carrying value of financial instruments at December 31 were:                                2005     2004       Assets:                   Fixed maturity securities (1)   $ 164,279     $ 179,753     Equity securities (1)     706       —     Policy loans on insurance contracts (2)     74,393       76,750     Cash and cash equivalents (3)     14,650       6,649     Separate Accounts assets (4)     946,261       980,398                                         Total assets   $ 1,200,289     $ 1,243,550                                         Liabilities:                   Policyholder account balances   $ 168,880     $ 185,538                                   (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 utilizes pricing services and broker quotes. 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, 2005 and 2004, securities without a readily ascertainable market value, having an amortized cost of $27,093 and $31,189, had an estimated fair value of $27,223 and $31,752, respectively.     (2)   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.     (3)   The estimated fair value of cash and cash equivalents approximates the carrying value.     (4)   Assets held in Separate Accounts are carried at the net asset value provided by the fund managers.    NOTE 3. INVESTMENTS         The amortized cost and estimated fair value of investments in fixed maturity securities at December 31 were:                                                2005                 Gross     Gross     Estimated         Amortized     Unrealized     Unrealized     Fair         Cost     Gains     Losses     Value       Fixed maturity securities:                                   Corporate debt securities   $ 151,263     $ 1,052     $ 2,650     $ 149,665     U.S. Government and agencies     7,043       221       —       7,264     Foreign governments     4,499       324       59       4,764     Mortgage-backed securities     2,599       34       47       2,586                                                                     Total fixed maturity securities   $ 165,404     $ 1,631     $ 2,756     $ 164,279                                                                     Equity securities:                                   Non redeemable preferred stock   $ 702     $ 4     $ —     $ 706                                                                                       2004                 Gross     Gross     Estimated         Amortized     Unrealized     Unrealized     Fair         Cost     Gains     Losses     Value       Fixed maturity securities:                                   Corporate debt securities   $ 164,746     $ 2,675     $ 1,371     $ 166,050     U.S. Government and agencies     7,048       508       —       7,556     Foreign governments     4,501       316       22       4,795     Mortgage-backed securities     1,306       56       10       1,352                                                                     Total fixed maturity securities   $ 177,601     $ 3,555     $ 1,403     $ 179,753                                          Estimated fair value and gross unrealized losses by length of time that certain fixed maturity securities have been in a continuous unrealized loss position at December 31 were:                                                                2005         Less than 12 Months     More than 12 Months     Total         Estimated     Unrealized     Estimated     Unrealized     Estimated     Unrealized         Fair Value     Losses     Fair Value     Losses     Fair Value     Losses       Fixed maturity securities:                                                   Corporate debt securities   $ 54,548     $ 874     $ 64,241     $ 1,776     $ 118,789     $ 2,650     Foreign governments     —       —       2,440       59       2,440       59     Mortgage-backed securities     1,469       21       743       26       2,212       47                                                                                                 Total temporarily impaired securities   $ 56,017     $ 895     $ 67,424     $ 1,861     $ 123,441     $ 2,756                                                      Unrealized losses are primarily due to price fluctuations resulting from changes in interest rates and credit spreads. Based on the most recent available information, the Company has the ability and intent to hold the investments for a period of time sufficient for a forecasted market price recovery up to or beyond the amortized cost of the investment.          There were no realized investment losses due to other-than-temporary declines in fair value for the years ended December 31, 2005 and 2004. The Company recorded realized investment losses due to other-than-temporary declines in fair value of $786 for the year ended December 31, 2003.          The amortized cost and estimated fair value of fixed maturity securities at December 31 by contractual maturity were:                                2005         Amortized     Estimated         Cost     Fair Value       Fixed maturity securities:                   Due in one year or less   $ 43,051     $ 42,782     Due after one year through five years     102,664       100,914     Due after five years through ten years     9,708       9,742     Due after ten years     7,382       8,255                           162,805       161,693                         Mortgage-backed securities     2,599       2,586                                         Total fixed maturity securities   $ 165,404     $ 164,279                                                           2004         Amortized     Estimated         Cost     Fair Value       Fixed maturity securities:                   Due in one year or less   $ 12,678     $ 12,751     Due after one year through five years     140,870       141,725     Due after five years through ten years     14,094       14,586     Due after ten years     8,653       9,339                           176,295       178,401                         Mortgage-backed securities     1,306       1,352                                         Total fixed maturity securities   $ 177,601     $ 179,753                              In the preceding tables fixed maturity securities not due at a single maturity date have been included 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 at December 31 by rating agency equivalent were:                                2005         Amortized     Estimated         Cost     Fair Value       AAA   $ 37,172     $ 37,277     AA     28,547       27,906     A     72,124       71,953     BBB     25,338       24,958     Below investment grade     2,223       2,185                                         Total fixed maturity securities   $ 165,404     $ 164,279                                         Investment grade     99 %     99 %   Below investment grade     1 %     1 %                                 2004         Amortized     Estimated         Cost     Fair Value       AAA   $ 41,191     $ 41,917     AA     35,057       35,057     A     77,483       78,885     BBB     23,870       23,894                                         Total fixed maturity securities   $ 177,601     $ 179,753                                         Investment grade     100 %     100 %                    The Company has recorded certain adjustments to policyholder account balances in conjunction with unrealized holding gains or losses on investments classified as available-for-sale. The Company adjusts those liabilities as if the unrealized holding gains or losses had actually been realized, with corresponding credits or charges reported in accumulated other comprehensive income (loss), net of taxes. The components of net unrealized gains (losses) included in accumulated other comprehensive income (loss) at December 31 were as follows:                                2005     2004       Assets:                   Fixed maturity securities   $ (1,125 )   $ 2,152     Equity securities     4       —     Federal income taxes – deferred     634       —                           (487 )     2,152                                         Liabilities:                   Policyholders’ account balances     690       1,202     Federal income taxes – deferred     —       332                           690       1,534                                         Stockholder’s equity:                   Accumulated other comprehensive income (loss)   $ (1,177 )   $ 618                              Proceeds and gross realized investment gains and losses from the sale of available-for-sale securities for the years ended December 31 were:                                        2005     2004     2003       Proceeds   $ 36,283     $ 26,368     $ 38,922     Gross realized investment gains     2,114       280       2,485     Gross realized investment losses     315       153       1,852              The Company considers fair value at the date of sale to be equal to proceeds received. Proceeds on the sale of available-for-sale securities sold at a realized loss were $17,299, $14,811 and $7,903 for the years ended December 31, 2005, 2004, and 2003, respectively.          The Company had investment securities with a carrying value of $869 and $906 that were deposited with insurance regulatory authorities at December 31, 2005 and 2004, respectively.          Excluding investments in U.S. Government and agencies, the Company is not exposed to any significant concentration of credit risk in its fixed maturity securities portfolio.          Net investment income by source for the years ended December 31 was as follows:                                        2005     2004     2003       Fixed maturity securities   $ 7,411     $ 7,416     $ 8,589     Policy loans on insurance contracts     3,679       3,751       4,004     Cash and cash equivalents     480       265       221     Equity securities     17       —       206     Other     —       129       52                                                       Gross investment income     11,587       11,561       13,072     Less investment expenses     (312 )     (339 )     (297 )                                                     Net investment income   $ 11,275     $ 11,222     $ 12,775                                            Net realized investment gains (losses), for the years ended December 31 were as follows:                                        2005     2004     2003       Fixed maturity securities   $ 1,799     $ 127     $ 460     Equity securities     —       —       173                                                       Net realized investment gains   $ 1,799     $ 127     $ 633                             NOTE 4. DAC         The components of amortization of DAC for the years ended December 31 were as follows:                                        2005     2004     2003       Normal amortization related to life insurance and annuity contracts   $ 3,820     $ 3,788     $ 3,774     Unlocking related to life insurance products     (157 )     —       507     Unlocking related to annuity insurance products     3,342       (2,967 )     529                                                       Total amortization of DAC   $ 7,005     $ 821     $ 4,810                                    During 2005, the Company lowered its future gross profit assumptions on certain life insurance and annuity products resulting from historical surrender experience and reinsurance assumptions.          During 2004, the Company elected to adopt new assumptions for market returns associated with assets held in the Company’s variable annuity separate accounts. If returns over a determined historical period differ from the Company’s long-term assumption, returns for future determined periods are calculated so that the long-term assumption is achieved. This method for projecting market returns is known as reversion to the mean, a standard industry practice. The Company previously established estimates for market returns based on actual historical results and on future anticipated market returns without the use of a mean reversion technique.    NOTE 5. DEFERRED SALES INDUCEMENTS         During May 2005, the Company introduced a new variable annuity product in which certain contracts contain sales inducements. The expense associated with offering the deferred sales inducement and the subsequent capitalization and amortization are recorded as a component of policy benefits in the Statements of Earnings. The deferred sales inducement asset at December 31, 2005 was $601.    NOTE 6. VARIABLE CONTRACTS CONTAINING GUARANTEES         Variable Annuity Contracts Containing Guarantees           The Company issues variable annuity contracts in which the Company may contractually guarantee to the contract owner a guaranteed minimum death benefit (“GMDB”) and/or an optional guaranteed minimum income benefit (“GMIB”). In general, contracts containing GMDB provisions provide a death benefit equal to the greater of the GMDB or the contract value. Depending on the type of contract, the GMDB may equal: i) the contract value on specified contract anniversaries, ii) return of contract deposits, or iii) some combination of these benefits. Each benefit type is reduced for contract withdrawals. In general, contracts containing GMIB provisions provide the option to receive a guaranteed future income stream upon annuitization. There is a waiting period of ten years that must elapse before the GMIB provision can be exercised. The Company began offering GMIB benefits in 2003.                      The Company had the following variable annuity contracts containing guarantees at December 31:                                                2005     2004         GMDB     GMIB     GMDB     GMIB       Net amount at risk (1)   $ 49,572     $ 100     $ 63,233     $ —     Average attained age of contract owners     67       59       67       58     Weighted average period remaining until expected annuitization     n/a       9 yrs       n/a       9 yrs                  (1)   Net amount at risk for GMDB is defined as the current GMDB in excess of the contract owners’ account balance at the balance sheet date.          Net amount at risk for GMIB is defined as the present value of the minimum guaranteed annuity payments available to the contract owner determined in accordance with the terms of the contract in excess of the contract owners’ account balance at the balance sheet date.           The Company records liabilities for contracts containing guarantees as a component of future policy benefits in the Balance Sheets. Changes in these guarantee liabilities are included as a component of policy benefits in the Statements of Earnings. The GMDB liability is determined by projecting future expected guaranteed benefits under multiple scenarios for returns on Separate Accounts assets. The Company uses estimates for mortality and surrender assumptions based on actual and projected experience for each contract type. These estimates are consistent with the estimates used in the calculation of DAC. The Company regularly evaluates the estimates used and adjusts the GMDB and/or GMIB liability balances with a related charge or credit to earnings (“unlocking”), if actual experience or evidence suggests that earlier assumptions should be revised.           The variable annuity liability for each type of guarantee at December 31, 2005 was as follows:                                GMDB     GMIB       Balance at January 1, 2005   $ 2,863     $ 26     Guarantee benefits incurred     1,345       50     Guarantee benefits paid     (892 )     —     Unlocking     (233 )     —                                         Balance at December 31, 2005   $ 3,083     $ 76                              At December 31, contract owners’ account balances by mutual fund class for contracts containing guarantee provisions were distributed as follows:                                                                2005         Money                                       Market     Bond     Equity     Balanced     Other     Total       GMDB only   $ 53,033       117,433       371,277       20,933       161     $ 562,837     GMIB and GMDB (2)     17,093       20,512       79,528       3,815       699       121,647     GMIB only     —       513       1,847       316       114       2,790                                                                                                 Total   $ 70,126       138,458       452,652       25,064       974     $ 687,274                                                                                                           2004         Money                                 Market     Bond     Equity     Balanced     Total       GMDB only   $ 24,189       136,476       410,449       53,533     $ 624,647     GMIB and GMDB (2)     2,516       15,743       59,369       9,746       87,374                                                                                   Total   $ 26,705       152,219       469,818       63,279     $ 712,021                                                     (2)   Certain variable annuity contracts with GMIB provisions include a GMDB provision.           At December 31, 2005, $1,488 of contract owner’s account balances did not contain any guarantee provisions. At December 31, 2004, all contract owners’ account balances contained guarantee provisions.          Variable Life Contracts Containing Guarantees          The Company has issued variable life contracts in which the Company contractually guarantees to the contract owner a GMDB. In general, contracts containing GMDB provisions provide a death benefit equal to the amount specified in the contract regardless of the level of the contract’s account value.          The Company records liabilities for contracts containing guarantees as a component of future policy benefits. Changes in these guarantee liabilities are included as a component of policy benefits in the Statements of Earnings. The variable life GMDB liability at December 31, 2005 and 2004 was $205 and $191, respectively. The variable life GMDB liability is set as a percentage of asset-based fees and cost of insurance charges deducted from contracts that include a GMDB provision. The percentage is established based on the Company’s estimate of the likelihood of future GMDB claims.          At December 31, contract owners’ account balances by mutual fund class for contracts containing GMDB provisions were distributed as follows:                                2005     2004       Balanced   $ 102,463     $ 104,748     Equity     83,953       88,514     Bond     35,692       38,075     Money market     33,530       35,725     Other     1,861       1,315                                         Total   $ 257,499     $ 268,377                       NOTE 7. FEDERAL INCOME TAXES         The following is a reconciliation of the provision for income taxes based on earnings before Federal income taxes, computed using the Federal statutory tax rate, versus the reported provision for income taxes for the years ended December 31:                                        2005     2004     2003       Provision for income taxes computed at Federal statutory rate   $ 2,533     $ 3,893     $ 2,123     Increase (decrease) in income taxes resulting from:                           Dividend received deduction     (772 )     (622 )     (243 )   Foreign tax credit     10       (12 )     (188 )                                                     Federal income tax provision   $ 1,771     $ 3,259     $ 1,692                                            The Federal statutory rate for each of the three years ended December 31 was 35%.          The Company provides for deferred income taxes resulting from temporary differences that arise from recording certain transactions in different years for income tax reporting purposes than for financial reporting purposes. The sources of these differences and the tax effect of each were as follows:                                        2005     2004     2003       DAC (1)   $ (1,401 )   $ 1,414     $ (508 )   Policyholder account balances (1)     (316 )     (733 )     (2,308 )   Deferred sales inducements     210       —       —     Investment adjustments     693       (19 )     (2 )                                                     Deferred Federal income tax provision (benefit)   $ (814 )   $ 662     $ (2,818 )                                       (1)   The 2004 amounts exclude deferred tax benefits related to the adoption of SOP 03-1 (see Note 1 to the Financial Statements).           Deferred tax assets and liabilities at December 31 were as follows:                                2005     2004       Deferred tax assets:                   Policyholder account balances   $ 3,067     $ 2,751     Investment adjustments     772       1,465     Net unrealized investment loss on investment securities     634       —                     Total deferred tax assets     4,473       4,216                                         Deferred tax liabilities:                   DAC     6,354       7,755     Deferred sales inducements     210       —     Net unrealized investment gain on investment securities     —       332                     Total deferred tax liabilities     6,564       8,087                                         Net deferred tax liability   $ 2,091     $ 3,871                              The Company anticipates that all deferred tax assets will be realized; therefore no valuation allowance has been provided.    NOTE 8. 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 single life policies and joint life policies.           Indemnity reinsurance agreements do not relieve the Company from its obligations to contract owners. 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 $112 that can be drawn upon for delinquent reinsurance recoverables.                     As of December 31, 2005, the Company had the following life insurance inforce:                                                                                        Percentage                 Ceded to     Assumed             of amount         Gross     other     from other     Net     assumed to         amount     companies     companies     amount     net       Life insurance inforce   $ 622,008     $ 83,655     $ 2,158     $ 540,511       0.4 %            In addition, the Company seeks to limit its exposure to guaranteed features contained in certain variable annuity contracts. Specifically, the Company reinsures certain GMIB and GMDB provisions to the extent reinsurance capacity is available in the marketplace. As of December 31, 2005, 83% and 6% of the account value for variable annuity contracts containing GMIB and GMDB provisions, respectively, were reinsured.    NOTE 9. RELATED PARTY TRANSACTIONS         The Company and MLIG are parties to a service agreement whereby MLIG has agreed to provide certain accounting, 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 allocated to the Company by MLIG pursuant to the agreement were $3,954, $3,616 and $3,441 for 2005, 2004 and 2003, respectively. Charges attributable to this agreement are included in insurance expenses and taxes, except for investment related expenses, which are included in net investment income. The Company is allocated interest expense on its accounts payable to MLIG that approximates the daily Federal funds rate. Total intercompany interest incurred was $67, $25 and $18 for 2005, 2004 and 2003, respectively. Intercompany interest is included in net investment income.          The Company and Merrill Lynch Investment Managers, L.P. (“MLIM”) are parties to a service agreement whereby MLIM has agreed to provide certain invested asset management services to the Company. The Company pays a fee to MLIM for these services through the MLIG service agreement. Charges attributable to this agreement and allocated to the Company by MLIG were $155, $169 and $171 for 2005, 2004 and 2003, respectively.          MLIG has entered into an agreement with Roszel Advisors, LLC (“Roszel”), a subsidiary of MLIG, with respect to administrative services for the MLIG Variable Insurance Trust (“the Trust”). Certain Separate Accounts of the Company may invest in the various mutual fund portfolios of the Trust in connection with variable annuity contracts the Company has inforce. Under this agreement, Roszel pays MLIG an amount equal to a percentage of the assets invested in the Trust through the Separate Accounts. Revenue attributable to this agreement is included in policy charge revenue. The Company received from MLIG its allocable share of such compensation in the amount of $205, $180 and $101 during 2005, 2004 and 2003, 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 $2,042, $3,304 and $2,267 for 2005, 2004 and 2003, respectively. Certain commissions were capitalized as DAC and are being amortized in accordance with the accounting policy discussed in Note 1 to the Financial Statements. Charges attributable to this agreement are included in insurance expenses and taxes, net of amounts capitalized.          While management believes that the service agreements referenced above are calculated on a reasonable basis, they may not necessarily be indicative of the costs that would have been incurred with an unrelated third party. Affiliated agreements generally contain reciprocal indemnity provisions pertaining to each party’s representations and contractual obligations thereunder.               NOTE 10. STOCKHOLDER’S EQUITY AND STATUTORY REGULATIONS         During 2005 and 2003, the Company did not pay a dividend. During 2004, the Company paid an ordinary cash dividend of $2,500 to MLIG. Pending regulatory approval, the Company intends to pay a cash dividend during 2006.          Applicable insurance department regulations require that the Company report its accounts in accordance with statutory accounting practices. Statutory accounting practices differ from principles utilized in these financial statements as follows: policy acquisition costs are expensed as incurred, policyholder liabilities are established using different actuarial assumptions, provisions for deferred income taxes are limited to temporary differences that will be recognized within one year, and securities are valued on a different basis.          The Company’s statutory financial statements are presented on the basis of accounting practices prescribed or permitted by the New York Insurance Department. The State of New York has adopted the National Association of Insurance Commissioners (“NAIC”) statutory accounting practices as a component of prescribed or permitted practices by the State of New York.          Statutory capital and surplus at December 31, 2005 and 2004, was $43,307 and $32,680, respectively. At December 31, 2005 and 2004, approximately $4,111 and $3,048, respectively, of stockholder’s equity was available for distribution to MLIG that does not require approval by the New York Insurance Department.          The Company’s statutory net income for 2005, 2004 and 2003 was $10,662, $7,141 and $6,567, respectively.          The NAIC utilizes the Risk Based Capital (“RBC”) adequacy monitoring system. The RBC calculates the amount of adjusted capital that a life insurance company should have based upon that company’s risk profile. As of December 31, 2005, and 2004, based on the RBC formula, the Company’s total adjusted capital level was well in excess of the minimum amount of capital required to avoid regulatory action.    NOTE 11. 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 contract owners from loss (within specified limits) as a result of the insolvency of an insurer. At the time an insolvency occurs, the guaranty association assesses the remaining members of the association an amount sufficient to satisfy the insolvent insurer’s contract owner 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.               NOTE 12. SEGMENT INFORMATION         In reporting to management, the Company’s operating results are categorized into two business segments: Life Insurance and Annuities. The Company’s Life Insurance segment consists of variable life insurance and interest-sensitive life insurance contracts. The Company currently does not manufacture, market, or issue life insurance contracts. The Company’s Annuity segment consists of variable annuity and interest-sensitive annuity contracts. The accounting policies of the business segments are the same as those described in the summary of significant accounting policies. All revenue and expense transactions are recorded at the contract level and accumulated at the business segment level for review by management. The “Other” category, presented in the following segment financial information, represents net revenues and earnings on invested assets that do not support life or annuity policyholder liabilities.          The following tables summarize each business segment’s contribution to the consolidated amounts, for the years ended December 31.                                        Life Insurance         2005     2004     2003       Policy charge revenue   $ 7,346     $ 7,624     $ 7,605     Net interest spread (1)     1,045       552       485     Net realized investment gains     —       —       —                                                       Net revenues     8,391       8,176       8,090                                                       Policy benefits     1,365       1,705       2,114     Reinsurance premium ceded     1,439       1,479       1,562     Amortization of DAC     1,476       1,130       1,632     Insurance expenses and taxes     1,311       1,269       1,219                                                       Net benefits and expenses     5,591       5,583       6,527                                                       Earnings before federal income tax provision     2,800       2,593       1,563                                                       Federal income tax provision     700       520       306                                                       Earnings before change in accounting principle     2,100       2,073     $ 1,257                                                       Change in accounting principle, net of tax     —       (115 )     —                                                       Net earnings   $ 2,100     $ 1,958     $ 1,257                                                       Balance Sheet Information:                                                       Total assets   $ 359,982     $ 380,257     $ 397,569     DAC     7,655       9,119       10,179     Policyholder liabilities and accruals     85,973       90,451       93,172     Other policyholder funds     431       449       677                                                   Annuities         2005     2004     2003       Policy charge revenue   $ 11,085     $ 10,802     $ 8,783     Net interest spread (1)     1,055       707       1,697     Net realized investment gains     1,799       113       633                                                       Net revenues     13,939       11,622       11,113                                                       Policy benefits     1,136       1,309       1,913     Reinsurance premium ceded     406       243       15     Amortization of DAC     5,529       (309 )     3,178     Insurance expenses and taxes     3,388       2,730       2,343                                                       Net benefits and expenses     10,459       3,973       7,449                                                       Earnings before federal income tax provision     3,480       7,649       3,664                                                       Federal income tax provision     736       2,431       1,093                                                       Earnings before change in accounting principle     2,744       5,218       2,571                                                       Change in accounting principle, net of tax     —       (1,917 )     —                                                       Net earnings   $ 2,744     $ 3,301     $ 2,571                                                       Balance Sheet Information:                                                       Total assets   $ 837,047     $ 875,359     $ 831,328     DAC     15,383       19,013       14,856     Policyholder liabilities and accruals     108,782       122,453       127,096     Other policyholder funds     (167 )     650       1,437                                                   Other         2005     2004     2003       Policy charge revenue   $ —     $ —     $ —     Net interest spread (1)     959       867       837     Net realized investment gains     —       14       —                                                       Net revenues     959       881       837                                                       Earnings before federal income tax provision     959       881       837                                                       Federal income tax provision     335       308       293                                                       Net earnings   $ 624       573     $ 544                                                       Balance Sheet Information:                                                       Total assets   $ 34,605     $ 25,963     $ 22,863                   (1)   Management considers investment income net of interest credited to policyholder liabilities in evaluating results.           The following table summarizes the Company’s total revenues by contract type for the years ended December 31:                                        2005     2004     2003       Life Insurance:                           Variable life   $ 8,346     $ 8,134     $ 8,041     Interest-sensitive whole life     45       42       49                                                       Total Life Insurance     8,391       8,176       8,090                                                       Annuities:                           Variable annuities     11,658       11,325       9,587     Interest-sensitive annuities     2,281       297       1,526                                                       Total Annuities     13,939       11,622       11,113                                                       Other     959       881       837                                                       Net Revenues   $ 23,289     $ 20,679     $ 20,040                             * * * * * *         SIGNATURES       Pursuant to the requirements of Section 13 or 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)     Date: March 27, 2006   By:  /s/ Joseph E. Justice  Joseph E. Justice 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.                 Signature     Title     Date      /s/ Barry G. Skolnick  Barry G. Skolnick    Director, Senior Vice President, and General Counsel*    March 27, 2006      /s/ Joseph E. Justice  Joseph E. Justice    Director, Senior Vice President, Chief Financial Officer, and Treasurer    March 27, 2006      *  Deborah J. Adler    Chairman of the Board, President, Chief Executive Officer, and Chief Actuary    March 27, 2006                            *  Frederick J. C. Butler    Director    March 27, 2006      *  John C. Carroll    Director and Senior Vice President    March 27, 2006      *  Richard M. Drew    Director    March 27, 2006      *  Robert L. Israeloff    Director    March 27, 2006      *  Robert A. King    Director    March 27, 2006      *  Paul Michalowski    Director and Vice President    March 27, 2006      *  Irving M. Pollack    Director    March 27, 2006      *  Concetta M. Ruggiero    Director and Senior Vice President    March 27, 2006      *  Lori M. Salvo    Director, Vice President,  Chief Compliance Officer, Senior Counsel, Director of Compliance, and Secretary    March 27, 2006      *  Cynthia Kahn Sherman    Director    March 27, 2006      /s/ Elizabeth Garrison  Elizabeth Garrison    Vice President and Controller    March 27, 2006          *Signing in his own capacity and as Attorney-in-Fact.              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               EXHIBIT INDEX                 Exhibit No.   Description   Location            3.1    Certificate of Amendment of the Charter of ML Life Insurance Company of New York    Incorporated by reference to Exhibit 6(a)(ii) to Post-Effective Amendment No. 10 to ML of New York Variable Annuity Account A’s registration statement on Form N-4, File No. 33-43654, filed December 9, 1996.    3.2    By-Laws of ML Life Insurance Company of New York    Incorporated by reference to Exhibit 6(b) to Post-Effective Amendment No. 10 to ML of New York Variable Annuity Account A’s registration statement on Form N-4, File No. 33-43654, filed December 9, 1996.    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.     E-1                    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-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    Incorporated 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.              E-2                    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 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.     E-3                    10.11    Mortgage Loan Servicing Agreement between ML Life Insurance Company of New York and Merrill Lynch & Co., Inc.    Incorporated by reference to Exhibit 10(k) to the Registrant’s registration statement on Form S-1, File No. 33-60288, filed March 29, 1995.    23.1   Written Consent of Deloitte & Touche LLP, independent registered public accounting firm   Exhibit 23.1        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 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.     E-4                    24.3    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.    24.4    Power of attorney of Robert A. King    Incorporated by reference to Exhibit 24(j) to Post-Effective Amendment No. 1 the Registrant’s registration statement on Form S-1, File No. 33-60288, filed March 31, 1994.    24.5    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.    24.6    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.    24.7    Power of attorney of Richard M. Drew    Incorporated by reference to Exhibit 24.14 to Annual Report on Form 10-K, File Nos. 33-34562, 33-60288, and 333-48983, filed March 30, 2000.    24.8    Power of attorney of John C. Carroll    Exhibit 24.8    24.9    Power of attorney of Paul Michalowski    Exhibit 24.9    24.10    Power of attorney of Joseph Justice    Incorporated by reference to ML of New York Variable Annuity Separate Account A’s registration statement on Form N-4, File No. 333-69220, filed September 10, 2001.    24.11    Power of attorney of Lori M. Salvo    Incorporated by reference to ML of New York Variable Annuity Separate Account A’s registration statement on Form N-4, File No. 333-69220, filed September 10, 2001.    24.12    Power of attorney of Deborah         J. Adler   Incorporated by reference to Exhibit 24.13 to Annual Report on Form 10-K, File Nos. 33-34562, 33-60288, and 333-48983, filed March 29, 2004.             24.13    Power of attorney of Concetta         M. Ruggiero    Incorporated by reference to Exhibit 24.14 to Annual Report on Form 10-K, File Nos. 33-34562, 33-60288, and 333-48983, filed March 29, 2004.             31.1    Certification by the Chief Executive Officer of the Registrant pursuant to Rule 15d-14(a).    Exhibit 31.1   31.2    Certification of the Chief Financial Officer of the Registrant pursuant to Rule 15d-14(a).    Exhibit 31.2   32.1    Certification by the Chief Executive Officer of the Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.      Exhibit 32.1   32.2    Certification by the Chief Financial Officer of the Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.   Exhibit 32.2    E-5      EX-23.1 2 w18064exv23w1.htm EXHIBIT 23.1    exv23w1      Exhibit 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  We consent to the incorporation by reference in Registration Statement No. 333-48983 on Form S-3 of our report on the financial statements dated February 27, 2006, (which report expresses an unqualified opinion and includes an explanatory paragraph for the change in accounting method in 2004 for long-duration contracts to conform to Statement of Position 03-1 “Accounting and Reporting by Insurance Enterprises for Certain Non-Traditional Long Duration Contracts and for Separate Accounts”) relating to the financial statements and financial statement schedules of ML Life Insurance Company of New York for the year ended December 31, 2005.  /s/ DELOITTE & TOUCHE LLP  New York, New York March 28, 2006         EX-24.8 3 w18064exv24w8.htm POWER OF ATTORNEY    exv24w8       Exhibit 24.8  POWER OF ATTORNEY       KNOW ALL MEN BY THESE PRESENTS, that John C. Carroll, a member of the Board of Directors of ML Life Insurance Company of New York (the “Company”), whose signature appears below, constitutes and appoints Barry G. Skolnick, Frances Grabish and Kirsty Lieberman, respectively, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for his and in his name, place and stead, in any and all capacities, to sign any and all Registration Statements and Amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, under the Investment Company Act of 1940, where applicable, and the Securities Act of 1933, respectively, with the Securities Exchange Commission, for the purpose of registering any and all variable life and variable annuity separate accounts (collectively “Separate Accounts”), of the Company that may be established in connection with the issuance of any and all variable life and variable annuity contracts funded by such Separate Accounts, granting unto said attorney-in-fact and agent, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done.  Effective Date: January 6, 2006                     /s/ John C. Carroll                John C. Carroll     State of New Jersey County of Mercer       On the 3rd day of February, 2006 before me came John C. Carroll, Director of ML Life Insurance Company of New York, to me known to be said person and he signed the above Power of Attorney on behalf of ML Life Insurance Company of New York.                     /s/ Denise A. Marshall           [SEAL]    Notary Public     Denise A. Marshall Notary Public of New Jersey My Commission Expires Feb. 24, 2006          EX-24.9 4 w18064exv24w9.htm POWER OF ATTORNEY    exv24w9       Exhibit 24.9  POWER OF ATTORNEY       KNOW ALL MEN BY THESE PRESENTS, that Paul Michalowski, a member of the Board of Directors of ML Life Insurance Company of New York (the “Company”), whose signature appears below, constitutes and appoints Barry G. Skolnick, Frances Grabish and Kirsty Lieberman, respectively, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for his and in his name, place and stead, in any and all capacities, to sign any and all Registration Statements and Amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, under the Investment Company Act of 1940, where applicable, and the Securities Act of 1933, respectively, with the Securities Exchange Commission, for the purpose of registering any and all variable life and variable annuity separate accounts (collectively “Separate Accounts”), of the Company that may be established in connection with the issuance of any and all variable life and variable annuity contracts funded by such Separate Accounts, granting unto said attorney-in-fact and agent, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done.  Effective Date: January 6, 2006                     /s/ Paul Michalowski                Paul Michalowski     State of New Jersey County of Mercer       On the 3rd day of February, 2006 before me came Paul Michalowski, Director of ML Life Insurance Company of New York, to me known to be said person and he signed the above Power of Attorney on behalf of ML Life Insurance Company of New York.                     /s/ Denise A. Marshall           [SEAL]    Notary Public     Denise A. Marshall Notary Public of New Jersey My Commission Expires Feb. 24, 2006          EX-31.1 5 w18064exv31w1.htm EXHIBIT 31.1    exv31w1       Exhibit 31.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER I, Deborah J. Adler, certify that:  1.     I have reviewed this annual report on Form 10-K of ML Life Insurance Company of New York;   2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;   3.     Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;   4.     The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:         (a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;         (b)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and         (c)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and   5.     The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):         (a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and         (b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.                 Dated: March 28, 2006            /s/ DEBORAH J. ADLER  Deborah J. Adler Chairman of the Board, President, Chief Executive Officer and Chief Actuary             EX-31.2 6 w18064exv31w2.htm EXHIBIT 31.2    exv31w2       Exhibit 31.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER I, Joseph E. Justice, certify that:        1.     I have reviewed this annual report on Form 10-K of ML Life Insurance Company of New York;        2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;        3.     Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;        4.     The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:        (a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;         (b)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and         (c)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and   5.     The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):         (a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and         (b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.                     Dated:    March 27, 2006               /s/ JOSEPH E. JUSTICE  Joseph E. Justice Senior Vice President and Chief Financial Officer             EX-32.1 7 w18064exv32w1.htm EXHIBIT 32.1    exv32w1      Exhibit 32.1  CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002  In connection with the Annual Report of ML Life Insurance Company of New York (the “Company”) on Form 10-K for the period ended December 31, 2005 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Deborah J. Adler, Chairman of the Board, President, Chief Executive Officer and Chief Actuary of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:       (1)   The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and         (2)   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.        /s/ DEBORAH J. ADLER                       Deborah J. Adler Chairman of the Board, President, Chief Executive Officer and Chief Actuary   Dated: March 28, 2006  A signed original of this written statement required by Section 906 has been provided to ML Life Insurance Company of New York and will be retained by ML Life Insurance Company of New York and furnished to the Securities and Exchange Commission or its staff upon request.        EX-32.2 8 w18064exv32w2.htm EXHIBIT 32.2    exv32w2      Exhibit 32.2  CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002  In connection with the Annual Report of ML Life Insurance Company of New York (the “Company”) on Form 10-K for the period ended December 31, 2005 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Joseph E. Justice, Senior Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:       (1)   The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and         (2)   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.        /s/ JOSEPH E. JUSTICE                           Joseph E. Justice Senior Vice President and Chief Financial Officer   Dated: March 27, 2006  A signed original of this written statement required by Section 906 has been provided to ML Life Insurance Company of New York and will be retained by ML Life Insurance Company of New York and furnished to the Securities and Exchange Commission or its staff upon request.        -----END PRIVACY-ENHANCED MESSAGE-----