February 26, 1997
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 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 /s
___________________
Kenneth D. Walma
Assistant Secretary and Associate Counsel
KW/kr
Rule 24f-2
Notice For
AIG LIFE INSURANCE COMPANY VARIABLE
ACCOUNT II
FILE NOS. 33-90684
Fiscal period for which notice is filed
12/31/96
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, 1996
$1,986,093
Aggregate sale price of accumulation units sold
during the fiscal year ending December 31, 1996
$1,986,093
Redemption price of accumulation units redeemed
during the fiscal year ending December 31, 1996
$261,403
Total amount upon which fee calculation is based
$1,724,690
Fee submitted (1/33 of 1% of total amount)
$523
AIG LIFE INSURANCE COMPANY
VARIABLE ACCOUNT II
BY HOWARD GUNTON /s
__________________________
HOWARD GUNTON
VICE PRESIDENT AND COMPTROLLER
