Rule 24f-2 Notice
For
AIG LIFE INSURANCE COMPANY
VARIABLE ACCOUNT II
FILE NO.33-90684
Fiscal period for which notice is filed 12/31/95
Securities registered and unsold at the beginning
of the fiscal year 0
Securities registered during this year other than
pursuant to Rule 24f-2 0
Sale price of accumulation units sold during fiscal
year ending December 31, 1995 $133,550
Aggregate sale price of accumulation units sold during
the fiscal year ending December 31, 1995 $133,550
Redemption price of accumulation units redeemed
during the fiscal year ending December 31, 1995 $24,302
Total amount upon which fee calculation is based $109,248
Fee submitted (1/32 of 1% of total amount) $100.00
AIG LIFE INSURANCE COMPANY
VARIABLE ACCOUNT II
BY JOHN COLEMAN
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JOHN COLEMAN
ASSISTANT CONTROLLER
February 26, 1996
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DE 20549
Re: AIG Life Insurance Company
Variable Account II; Registration Number 33-90684
Gentlemen:
I am Assistant Secretary and Associate Counsel for AIG Life Insurance Company
(the "Company"), a Delaware stock life insurance corporation. In connection
with the offering of Variable Life Insurance Policies (the "Policies") of
Variable Account II (the "Account"), a segregated investment account of the
Company, I have examined such records and documents and have made such further
investigation and examination as I deemed necessary for the purpose of this
opinion.
It is my opinion that the Policies, the registration of which is made definite
by the accompanying Rule 24f-2 Notice of the Account, were legally issued,
fully paid and non-assessable by the Account to the extent set forth in the
Account's prospectus forming part of its Registration Statement on Form S-6
filed under the Securities Act of 1933 as Registration Number 33-90684.
I hereby consent to the filing of this opinion with said Rule 24f-2 Notice.
Sincerely,
Kenneth D. Walma
Kenneth D. Walma
Assistant Secretary and Associate Counsel
