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FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form
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1. Name and address of issuer: Massachusetts Mutual Variable Life
Separate Account II
1295 State Street
Springfield, MA 01111-0001
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2. The name of each series or class of securities for which this Form is filed
(If the Form is being filed for all series and classes of securities of the
issuer, check the box but do not list the series or classes): [_]
Massachusetts Mutual Variable Life Separate Account II (segment related to
Securities Act File Number 33-31348)
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3. Investment Company Act File Number: 811-4030
Securities Act File Number: 33-31348
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4(a).Last day of fiscal year for which this Form is filed: December 31, 1998
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4(b). [_] Check box if this Form is being filed late (i.e., .more than 90
calendar days after the end of the issuer's fiscal year).
(See Instruction A.2))
Note: If the Form is being filed late, interest must be paid on the registration
fee due.
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4(c). [_] Check box if this is the last time the issuer will be filing this Form
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5. Calculation of registration fee:
(i) Aggregate sale price of securities sold
during the fiscal year pursuant to
section 24(f): $ 212,933
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(ii) Aggregate price of securities redeemed
or repurchased during the fiscal year: $ 461,583
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(iii) Aggregate price of securities redeemed
or repurchased during any prior fiscal
year ending no earlier than October 11,
1995 that were not previously used to
reduce registration fees payable to the
Commission. $ 309,383
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(iv) Total available redemption credits
[add items 5(ii) and 5(iii) -$ 770,966
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(v) Net sales - if Items 5(i)
is greater than Item 5(iv)
[subtract Item 5(iv) from Item 5(i)]:
$
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(vi) Redemption credits available for use in $ (558,033)
future years - if Item 5(i) is less ---------
than Item 5(iv) [subtract Item 5(iv)
from Item 5(i)]: $ 558,033
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(vii) Multiplier for determining registration
fee(See Instruction C.9): x .000278
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(viii) Registration fee due [multiply Item 5(v)
by Item 5(vii] (enter "0" if no fee
is due): =$
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6. Prepaid Shares
If the response to Item 5(i) was determined by deducting an amount of
securities that were registered under the Securities Act of 1933 pursuant
to rule 24e-2 as in effect before October 11, 1997, then report the amount
of securities (number of shares or other units) deducted here:____________
If there is a number of shares or other units that were registered pursuant
to rule 24e-2 remaining unsold at the end of the fiscal year for which this
form is filed that are available for use by the issuer in future fiscal
years, then state that number here:____________
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7. Interest due - If this form is being filed more than 90 days after the end
of the issuer's fiscal year(see Instruction D): +$ 0
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8. Total of the amount of the registration fee due plus any interest due [line
5(viii) plus line 7]: =$ 0
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9. Date the registration fee and any interest payment was sent to the
Commission's lockbox depository:
Method of Delivery:
[_] Wire Transfer
[_] Mail or other means
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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/ Stephen R. Bosworth
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Stephen R. Bosworth
Vice President and
Associate General Counsel
Date March 22, 1999
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* Please print the name and title of the signing officer below the signature.
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