NORTHBROOK LIFE INSURANCE COMPANY
LAW AND REGULATION DEPARTMENT
3100 Sanders Road
Northbrook, Illinois 60062
Charles M. Smith, Jr. Direct Dial: 847-402-1790
Assistant Counsel Facsmile: 847-402-3781
December 7, 2000
BY EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Northbrook Variable Annuity Account II ("Registrant")
Post-Effective Amendment No. 29 to Form N-4 Registration
Statement Under the Securities Act
Amendment No. 36 Under the Investment Company Act
File Nos. 33-35412 and 811-06116; CIK No. 0000864922
Commissioners:
On behalf of the above-named Registrant and pursuant to Rule 477
promulgated under the Securities Act of 1933, as amended, I hereby request
withdrawal of Post-Effective Amendment No. 29 ("Amendment") to the
above-referenced Form N-4 registration statement ("Registration Statement") as
filed with the Securities and Exchange Commission on November 8, 2000. We are
requesting withdrawal because Registrant has decided to defer the offering of
the option described in the Amendment for the time being.
For the foregoing reason, I submit that withdrawal of the Amendment would
be consistent with the public interest and the protection of investors, and
respectfully request that the Commission grant this request for withdrawal. The
cooperation of the Commission staff is greatly appreciated in this matter.
Very truly yours,
/s/ Charles M. Smith, Jr.
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Charles M. Smith, Jr., Esq.
Assistant Counsel
