Amendment No. 4 to Participation Agreement (AllianceBernstein)

EXHIBIT (8)(b)(1)

Amendment No. 4 to Participation Agreement (AllianceBernstein)

AMENDMENT TO
PARTICIPATION AGREEMENT

     THIS AGREEMENT, made and entered into as of April 1, 2000 (“Agreement”), by and among ML Life Insurance Company of New York, a New York life insurance company (“Insurer”); Alliance Capital Management L. P., a Delaware limited partnership (“Adviser”), the investment adviser of the Fund referred to below; and Alliance Fund Distributors, Inc., a Delaware corporation (“Distributor”), the Fund’s principal underwriter (collectively, the “Parties”),

WITNESSETH THAT:

     WHEREAS Insurer, the Distributor, and the Adviser have entered into a Participation Agreement, (the “Participation Agreement”) dated as of December 12, 1996, whereby shares of investment portfolios of Alliance Variable Products Series Fund, Inc. (the “Fund”) are made available to serve as the underlying investment medium for variable annuity contracts of Insurer (the “Contracts”); and

     WHEREAS, as of May 1, 1997 Schedule A of the Participation Agreement was amended to provide for the contribution to the Fund of amounts attributable to variable life insurance policies (the “Policies”) of Insurer; and

     WHEREAS, as of June 5, 1998 Schedule A of the Participation Agreement was amended to make shares of an additional investment portfolio of the Fund available to serve as the underlying investment medium for the Contracts; and

     WHEREAS, as of July 22, 1999 Schedule A of the Participation Agreement was amended to make shares of an additional investment portfolio of the Fund available to serve as the underlying investment medium for the Policies; and

     WHEREAS, the Parties now desire to amend Schedule A of the Participation Agreement to make shares of investment portfolios of the Fund available to serve as the underlying investment medium for an additional variable annuity contract of Insurer.

     NOW, THEREFORE, in consideration of the mutual benefits and promises contained herein, the Parties hereby amend Schedule A of the Participation Agreement as reflected in the attached schedule to this Agreement.

     IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed in their names and on their behalf by and through their duly authorized officers signing below.

	ML LIFE INSURANCE COMPANY OF NEW YORK
	By:	/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
		Name:	▇▇▇▇▇ ▇▇▇▇▇▇▇▇
		Title:	Senior Vice President
	ALLIANCE CAPITAL MANAGEMENT L. P.
	By:	Alliance Capital Management Corporation,
		its General Partner
	By:	/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
		Name:	▇▇▇▇ ▇. ▇▇▇▇▇▇
		Title:	President and Chief Operating Officer
	ALLIANCE FUND DISTRIBUTORS, INC.
	By:	/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
		Name:	▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
		Title:	Senior Vice President and Managing Director

As of April 3, 2000

SCHEDULE A

ACCOUNTS, POLICIES AND PORTFOLIOS
SUBJECT TO THE PARTICIPATION AGREEMENT

Name of Separate
Account and Date		Contracts/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)		▇▇▇▇▇▇▇ ▇▇▇▇▇ Retirement Plus ▇▇▇▇▇▇▇ ▇▇▇▇▇ Retirement Power		Premier Growth Portfolio Quasar Portfolio Premier Growth Portfolio Growth & Income Portfolio
ML of New York Variable Life Separate Account II (12/4/91)		▇▇▇▇▇▇▇ ▇▇▇▇▇ Investor Life		Premier Growth Portfolio Quasar Portfolio
		▇▇▇▇▇▇▇ ▇▇▇▇▇ Investor Life Plus
		▇▇▇▇▇▇▇ ▇▇▇▇▇ Estate Investor I
		▇▇▇▇▇▇▇ ▇▇▇▇▇ Estate Investor II
ML of New York Variable Life Separate Account (11/19/90)		Prime Plan V, VI, 7 Prime Plan Investor		Premier Growth Portfolio Quasar Portfolio

AMENDMENT TO

PARTICIPATION AGREEMENT

     THIS AGREEMENT, made and entered into as of April 1, 2000 (“Agreement”), by and among ML Life Insurance Company of New York, a New York life insurance company (“Insurer”); Alliance Capital Management L. P., a Delaware limited partnership (“Adviser”), the investment adviser of the Fund referred to below; and Alliance Fund Distributors, Inc., a Delaware corporation (“Distributor”), the Fund’s principal underwriter (collectively, the “Parties”),

WITNESSETH THAT:

     WHEREAS Insurer, the Distributor, and the Adviser have entered into a Participation Agreement, (the “Participation Agreement”) dated as of December 12, 1996, whereby shares of investment portfolios of Alliance Variable Products Series Fund, Inc. (the “Fund”) are made available to serve as the underlying investment medium for variable annuity contracts of Insurer (the “Contracts”); and

     WHEREAS, as of May 1, 1997 Schedule A of the Participation Agreement was amended to provide for the contribution to the Fund of amounts attributable to variable life insurance policies (the “Policies”) of Insurer; and

     WHEREAS, as of June 5, 1998 Schedule A of the Participation Agreement was amended to make shares of an additional investment portfolio of the Fund available to serve as the underlying investment medium for the Contracts; and

     WHEREAS, as of July 22, 1999 Schedule A of the Participation Agreement was amended to make shares of an additional investment portfolio of the Fund available to serve as the underlying investment medium for the Policies; and

     WHEREAS, the Parties now desire to amend Schedule A of the Participation Agreement to make shares of investment portfolios of the Fund available to serve as the underlying investment medium for an additional variable annuity contract of Insurer.

     NOW, THEREFORE, in consideration of the mutual benefits and promises contained herein, the Parties hereby amend Schedule A of the Participation Agreement as reflected in the attached schedule to this Agreement.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed in their names and on their behalf by and through their duly authorized officers signing below.

	ML LIFE INSURANCE COMPANY OF NEW YORK
	By:	/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
		Name:	▇▇▇▇▇ ▇▇▇▇▇▇▇▇
		Title:	Senior Vice President

	ALLIANCE CAPITAL MANAGEMENT L. P. By: Alliance Capital Management Corporation,        its General Partner
	By:	/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
		Name : ▇▇▇▇ ▇. ▇▇▇▇▇▇
		Title:	President and Chief Operating Officer

	ALLIANCE FUND DISTRIBUTORS, INC.
	By:	/s/ ▇▇▇▇▇▇▇ ▇. Wing
		Name:	▇▇▇▇▇▇▇ ▇. Wing
		Title:	Senior Vice President and Managing Director

As of April 3, 2000

SCHEDULE A

ACCOUNTS, POLICIES AND PORTFOLIOS
SUBJECT TO THE PARTICIPATION AGREEMENT

Name of Separate
Account and Date		Contracts/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)		▇▇▇▇▇▇▇ ▇▇▇▇▇ Retirement Plus ▇▇▇▇▇▇▇ ▇▇▇▇▇ Retirement Power		Premier Growth Portfolio Quasar Portfolio Premier Growth Portfolio Growth & Income Portfolio
ML of New York Variable Life Separate Account II (12/4/91)		▇▇▇▇▇▇▇ ▇▇▇▇▇ Investor Life		Premier Growth Portfolio Quasar Portfolio
		▇▇▇▇▇▇▇ ▇▇▇▇▇ Investor Life Plus
		▇▇▇▇▇▇▇ ▇▇▇▇▇ Estate Investor I
		▇▇▇▇▇▇▇ ▇▇▇▇▇ Estate Investor II
ML of New York Variable Life Separate Account (11/19/90)		Prime Plan V, VI, 7 Prime Plan Investor		Premier Growth Portfolio Quasar Portfolio