Amendment No. 1 Participation Agreement (BlackRock)

EXHIBIT (8)(f)(1)

Amendment No. 1 Participation Agreement (BlackRock)

AMENDMENT NO. 1 TO PARTICIPATION AGREEMENT
BETWEEN FAM DISTRIBUTORS, INC. AND
ML LIFE INSURANCE COMPANY OF NEW YORK

     THIS AMENDMENT, effective the 4^th day of March, 2005, by and among FAM Distributors, Inc., a Delaware corporation (the “Underwriter”) and ML Life insurance Company of New York, a New York life insurance company (the “Company”);

WITNESSETH:

     WHEREAS, the Underwriter and the Company heretofore entered into a Participation Agreement dated October 11, 2002, (the “Agreement”), with regard to separate accounts established for variable life insurance and/or variable annuity contracts offered by the Company; and

     WHEREAS, the Underwriter and the Company desire to amend Schedule(s) A and B to the Agreement in accordance with the terms of the Agreement.

     NOW, THEREFORE, in consideration of the above premises, the Underwriter and the Company hereby agree:

	1.		Amendment. Schedule(s) A and B to this Agreement are amended in their entirety and are replaced by the Schedule(s) A and B attached hereto.
	2.		Effectiveness. The revised Schedule(s) A and B of the Agreement shall be effective as the date hereof.
	3.		Continuation. Except as set forth above, the Agreement shall remain in full force and effective in accordance with its terms.
	4.		Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original.

(Signatures located on following page)

     IN WITNESS WHEREOF, the Underwriter and the Company have caused the Amendment to be executed by their duly authorized officers effective as of the day and year first above written.

FAM DISTRIBUTORS, INC.				ML LIFE INSURANCE COMPANY OF NEW YORK
By:	/s/ Illegible			By:	/s/ Xxxxxx Xxxxxxxxx
	Name:	Illegible			Name:	Xxxxxx Xxxxxxxxx
	Title:				Title:	VP & Senior Counsel
	Date:				Date:	July 26, 2006

Schedule A

SEPARATE ACCOUNTS UTILIZING THE FUNDS

ML of New York Variable Annuity Separate Account D

CONTRACTS FUNDED BY THE SEPARATE ACCOUNTS

Xxxxxxx Xxxxx XXX Annuity
Contract No. MLNY-VA-006

Xxxxxxx Xxxxx Investor Choice^SM Annuity
Contract No. MLNY-VA-010

As Of March 4, 2005

Schedule B

Designated Portfolios and Class

Xxxxxxx Xxxxx Basic Value Fund, Inc.

Xxxxxxx Xxxxx Xxxx Fund, Inc. — Core Bond Portfolio

Xxxxxxx Xxxxx Fundamental Growth Fund, Inc.

Xxxxxxx Xxxxx Global Allocation Fund, Inc.

Xxxxxxx Xxxxx Ready Assets Trust

Xxxxxxx Xxxxx Index Funds, Inc. — S&P 500 Index Fund

Xxxxxxx Xxxxx Value Opportunities Fund, Inc. (formerly Xxxxxxx Xxxxx Small Cap Value Fund)

Xxxxxxx Xxxxx U.S. Government Fund (formerly Xxxxxxx Xxxxx U.S. Government Mortgage Fund)

Xxxxxxx Xxxxx Low Duration Fund

Xxxxxxx Xxxxx Global SmallCap Fund

Xxxxxxx Xxxxx Large Cap Core Fund

Xxxxxxx Xxxxx Large Cap Growth fund

Xxxxxxx Xxxxx Large Cap Value Fund

Xxxxxxx Xxxxx International Index Fund

Xxxxxxx Xxxxx Small Cap Index Fund

As of March 4, 2005