AIG Life Insurance Company
One Alico Plaza
P.O. Box 667
Wilmington, DE 19899-0667
302 594-2987
March 30, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: AIG Life Insurance Company
Variable Account II
File No. 33-98604
Gentlemen:
Please note that the filing fee has been remitted under Registration Number
33-98604.
Sincerely,
Edward Bacon /s/
- ----------------
Director Variable Accounting
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AIG Life Insurance Company
One Alico Plaza
P.O. Box 667
Wilmington, DE 19899-0667
302 594-2987
March 30, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: AIG Life Insurance Company
Variable Account II
File No. 33-98604
Gentlemen:
I am Associate General 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 33-98604.
I hereby consent to the filing of this opinion with said Rule 24f-2 Notice.
Sincerely,
/s/Kenneth D. Walma
Kenneth D. Walma
Associate General Counsel
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Rule 24f-2 Notice
For
AIG LIFE INSURANCE COMPANY
VARIABLE ACCOUNT II
FILE NOS. 33-90684
Fiscal period for which notice is filed 12/31/97
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, 1997 $ 5,752,788
Aggregate sale price of accumulation units sold during the fiscal year ended
December 31, 1997 $ 5,752,788
Redemption price of accumulation units redeemed during the fiscal year ending
December 31, 1997 $952,446
Total amount upon which fee calculation is based $4,800,342
Fee submitted (.000295) $1,416
AIG LIFE INSURANCE COMPANY
VARIABLE ACCOUNT II
BY HOWARD GUNTON
/s/Howard Gunton
HOWARD GUNTON
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
