AMENDMENT NO. 1 TO PARTICIPATION AGREEMENT BETWEEN WANGER ADVISORS TRUST, COLUMBIA MANAGEMENT DISTRIBUTORS, INC. AND ML LIFE INSURANCE COMPANY OF NEW YORK

EXHIBIT (8)(o)(1)

AMENDMENT NO. 1 TO PARTICIPATION AGREEMENT (XXXXXX/COLUMBIA)

AMENDMENT NO. 1 TO PARTICIPATION AGREEMENT

BETWEEN XXXXXX ADVISORS TRUST, COLUMBIA MANAGEMENT

DISTRIBUTORS, INC. AND ML LIFE INSURANCE COMPANY OF NEW YORK

THIS AMENDMENT, effective as of 27th day of April, 2007, by and among Xxxxxx Advisors Trust, a Massachusetts business trust corporation (the “Fund”), Columbia Management Distributors, Inc. (the “Underwriter”), Xxxxxx Advisors Trust, a Massachusetts Corporation, and ML Life Insurance Company of New York, a New York life insurance company (the “Company”);

WITNESSETH:

WHEREAS, the Fund, the Underwriter and the Company heretofore entered into a Participation Agreement dated March 4, 2005, as amended (the “Agreement”), with regard to separate accounts established for variable life insurance and/or variable annuity contracts offered by the Company; and

WHEREAS, the Fund, the Underwriter, and the Company desire to amend Schedule A to the Agreement in accordance with the terms of the Agreement.

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

1. Amendment.

(a) Schedule A to the Agreement is amended in its entirety and is replaced by the Schedule A attached hereto;

(b) Article IX Notices. of the Agreement is hereby amended as follows:

If to the Company:		Xxxxx X. Xxxxxxxx, Esquire
		Senior Vice President & General Counsel
		1700 Xxxxxxx Xxxxx Drive, 3rd Floor
		Xxxxxxxxxx, New Jersey 08534

2. Effectiveness. The revised Schedule A 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 Fund, 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.

XXXXXX ADVISORS TRUST						ML LIFE INSURANCE COMPANY OF NEW YORK
By:		/s/ Xxxxxxx X. McQuard				By:		/s/ Xxxxxx Xxxxxxxxx
Name:		Xxxxxxx X. McQuard				Name:		Xxxxxx Xxxxxxxxx
Title:		President				Title:		Vice President & Senior Counsel
Date:		March 26, 2007				Date:		3-30-07
COLUMBIA MANAGEMENT DISTRIBUTORS, INC.
By:		/s/ Xxxxxxx X. Xxxxx
Name:		Xxxxxxx X. Xxxxx
Title:		President
Date:		3/26/07

Schedule A

Separate Account

ML Life of New York Variable Annuity Separate Account A

Portfolio

Xxxxxx U.S. Smaller Companies - Class I

Xxxxxx International Small Cap – Class     

Contract

Xxxxxxx Xxxxx Investor Choice - Investor Series

(Form MLNY-VA-010 and state variations thereof)