PFL VARIABLE ANNUITY FUND II
N-30D, 1998-09-10
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            [LETTERHEAD OF PFL LIFE INSUANCE COMPANY APPEARS HERE]


September 10, 1998



VIA EDGAR
 

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Re:  PFL Variable Annuity Fund II
     File No. 811- 02411, CIK 0000078011
     Rule 30b2-1 Filing
 
Commissioners:

As required by Rule 30d-2 under the Investment Company Act of 1940, as amended
(the "Act"), PFL Variable Annuity Fund II, a unit investment trust registered
under the Act, recently mailed to its contract owners the semi-annual report for
the underlying management investment company Lexington Growth & Income Fund,
Inc.  This filing constitutes the filing of that report as required by Rule
30b2-1 under the Act.

Pursuant to Rule 30d-1 under the Act, on August 26, 1998, Lexington Growth &
Income Fund, Inc. filed its semi-annual report with the Commission via EDGAR
(CIK: 59146).  To the extent necessary, that filing is incorporated herein by
reference.

Very truly yours,

PFL Life Insurance Company

/s/  Frank A. Camp

Frank A. Camp
Division General Counsel
Financial Markets Division


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