<PAGE>
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24F-2
READ INSTRUCTIONS AT END OF FORM BEFORE PREPARING FORM
PLEASE PRINT OR TYPE.
================================================================================
1. Name and address of issuer: MASSACHUSETTS MUTUAL VARIABLE LIFE SEPARATE
ACCOUNT II
1295 STATE STREET
SPRINGFIELD, MA 01111-0001
- --------------------------------------------------------------------------------
2. Name of each series or class of funds for which this notice is filed:
MASSACHUSETTS MUTUAL VARIABLE LIFE SEPARATE ACCOUNT II (SEGMENT RELATING TO
SECURITIES ACT FILE NUMBER 33-31348)
- --------------------------------------------------------------------------------
3. Investment Company Act File Number: 811-4030
Securities Act File Number: 33-31348
- --------------------------------------------------------------------------------
4. Last day of fiscal year for which this notice is filed: DECEMBER 31, 1995
- --------------------------------------------------------------------------------
5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purposes of reporting securities sold after
the close of the fiscal year but before termination of the issuer's 24f-2
declaration. [_]
NOT APPLICABLE
- --------------------------------------------------------------------------------
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6):
NOT APPLICABLE
- --------------------------------------------------------------------------------
7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to rule 24f-
2 in a prior fiscal year, but which remained unsold at the beginning of the
fiscal year.
NUMBER OF SECURITIES: 0
- --------------------------------------------------------------------------------
8. Number and amount of securities registered during the fiscal year other than
pursuant to rule 24f-2:
NUMBER OF SECURITIES: 0
- --------------------------------------------------------------------------------
9. Number and aggregate sale price of securities sold during the fiscal year:
AGGREGATE SALE PRICE: $320,813
- --------------------------------------------------------------------------------
10. Number and aggregate sale price of securities sold during the fiscal year in
reliance upon registration pursuant to rule 24f-2:
AGGREGATE SALE PRICE: $320,813
- --------------------------------------------------------------------------------
11. Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable (See
Instruction B.7):
AGGREGATE SALE PRICE: $0
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal year in
reliance on rule 24f-2 (from Item 10):
$ 320,813
--------
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable):
+ 0
---------
(iii) Aggregate price of shares redeemed or repurchased during the fiscal
year (if applicable):
- 424,475
---------
(iv) Aggregate price of shares redeemed or repurchased and previously
applied as a reduction to filing fees pursuant to rule 24e-2 (if
applicable):
+ 0
---------
(v) Net aggregate price of securities sold and issued during the fiscal
year in reliance on rule 24f-2 [line (i), plus line (ii), less line
(iii), plus line (iv)] (if applicable):
(103,662)
---------
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of 1933 or
other applicable law or regulation (see Instruction C.6):
x 1/2900
---------
(vii) Fee due [line (i) or line (v) multiplied by line (vi)] 0
=========
INSTRUCTION: Issuers should complete lines (ii), (iii), (iv), and (v) only if
the form is being filed within 60 days after the close of the
issuer's fiscal year. See Instruction C.3.
- --------------------------------------------------------------------------------
13. Check box if fees are being remitted to the Commission's lockbox depository
as described in section 3a of the Commission's Rules of Informal and Other
Procedures (17 CFR 202.3a). [_]
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
NOT APPLICABLE
- --------------------------------------------------------------------------------
SIGNATURE
This report has been signed below by the following person on behalf of the
issuer and in the capacity and on the date indicated.
By (Signature and Title)* /s/ THOMAS F. ENGLISH
-----------------------------------------
THOMAS F. ENGLISH
SECOND VICE PRESIDENT AND ASSOCIATE
GENERAL COUNSEL
Date FEBRUARY 19, 1996
------------------------------
* Please print the name and title of the signing officer below the signature.
================================================================================
<PAGE>
[LETTER HEAD OF MASSMUTUAL APPEARS HERE]
February 19, 1996
Securities and Exchange Commission
Document Control - Room 1004
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC 20549
Ladies & Gentlemen:
Mass Variable Life Separate Account I ("Separate Account I") is a separate
investment account established by Mass Life Insurance Company of New York ("Mass
Life of New York"), a wholly-owned subsidiary of Massachusetts Mutual Life
Insurance Company ("MassMutual") on May 16, 1984 in accordance with the
provisions of Section 227 of the New York Insurance Law. Separate Account I is
succeeded by Massachusetts Mutual Variable Life Separate Account II ("Separate
Account II"), which was established by MassMutual on October 8, 1988 in
accordance with the provisions of Section 132G of Chapter 175 of the
Massachusetts General Laws. Under Massachusetts law, both Separate Account II
and MassMutual are subject to regulation by the Massachusetts Division of
Insurance.
Separate Account II is preparing to file a Rule 24f-2 Notice (the "Notice") with
the Commission pursuant to Rule 24f-2 (the "Rule") under the Investment Company
Act of 1940, as amended, making definite registration of $320,813 of an
aggregate amount of Separate Account II securities (the "Securities") sold in
reliance upon the Rule during Separate Account II's fiscal year ended December
31, 1995. As Attorney for MassMutual, I have acted as counsel to Separate
Account II. I am familiar with the action taken by the Board of Directors of
MassMutual to authorize the issuance of Separate Account II contracts and have
examined such documents as I deem necessary for the purpose of this opinion.
I assume that appropriate action has been taken to register or qualify the sale
of the Securities under any applicable state or federal laws regulating
offerings and sales of securities and that the notice will be timely filed. I
also assume that Separate Account II or its authorized
<PAGE>
Securities and Exchange Commission
February 19, 1996
Page 2
agent received the authorized payment of the Securities in accordance with the
terms described in Separate Account II's Registration Statement on Form S-6
(File No. 33-31348, the successor to File No. 2-91284) under the Securities Act
of 1933, and that the Notice for Separate Account II was timely filed.
Based on the foregoing I am of the opinion that the Securities were validly
issued, fully paid and non-assessable.
I consent to this opinion accompanying the Notice when filed with the
Commission.
Sincerely,
/s/ James M. Rodolakis
James M. Rodolakis
Attorney
