Amendment No. 2 to Participation Agreement (MFS)

EXHIBIT (8)(g)(1)

Amendment No. 2 to Participation Agreement (MFS)

AMENDMENT NO. 2 TO PARTICIPATION AGREEMENT

     Pursuant to the Participation Agreement, made and entered into as of the 29th day of November 1996, and amended on May 1, 1997, by and among MFS^® Variable Insurance Trust^sm, ML Life Insurance Company of New York, and Massachusetts Financial Services Company, the parties hereby agree to an amended Schedule A as attached hereto.

     IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to the Participation Agreement to be executed in its name and on its behalf by its duly authorized representative. The Amendment shall take effect as of April 3, 2000.

	ML LIFE INSURANCE COMPANY OF NEW YORK By its authorized officer,
	By:	/s/ [ILLEGIBLE]
	Title: Senior VP.
	Date:
	MFS® VARIABLE INSURANCE TRUSTsm By its authorized officer,
	By:	/s/ Xxxxx X. Xxxxxxxxx, Xx.
		Xxxxx X. Xxxxxxxxx, Xx.
		Assistant Secretary
	Date:
	MASSACHUSETTS FINANCIAL SERVICES COMPANY By its authorized officer,
	By:	/s/ Xxxxxxx X. Xxxxxx
		Xxxxxxx X. Xxxxxx
		Chairman and Chief Executive Officer
	Date:

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As of April 3, 2000

SCHEDULE A

ACCOUNTS, POLICIES AND PORTFOLIOS
SUBJECT TO THE PARTICIPATION AGREEMENT

Name of Separate
Account and Date		Policies Funded		Portfolios
Established by Board of Directors		by Separate Account		Applicable to Policies
ML of New York Variable Annuity Separate Account A (8/14/91)		Xxxxxxx Xxxxx Retirement Plus Xxxxxxx Xxxxx Retirement Power		MFS Emerging Growth Series MFS Research Series MFS Emerging Growth Series MFS Growth with Income Series
ML of New York Variable Life Separate Account II (12/4/91)		Xxxxxxx Xxxxx w Investor Life w Investor Life Plus w Estate Investor I w Estate Investor II		MFS Emerging Growth Series MFS Research Series
ML of New York Variable Life Separate Account (11/19/90)		Prime Plan V, VI, 7 Prime Plan Investor		MFS Emerging Growth Series MFS Research Series

37287