NORTHBROOK LIFE INSURANCE COMPANY
LAW AND REGULATION DEPARTMENT
3100 Sanders Road , Suite J5B
Northbrook, Illinois 60062-7154
CHARLES M. SMITH, JR. Writer's Direct Dial 847 402-1790
Assistant Counsel Facsimile: 847 402-3781
November 2, 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 September 28, 2000.
As set forth in my September 28, 2000 cover letter for the Amendment,
Registrant is withdrawing this Amendment to permit an additional fund to be
added to the Morgan Stanley Dean Witter Variable Annuity 3 effective November 6,
2000. Registrant intends to re-file this Amendment on November 7, 2000.
For the foregoing reasons, 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.
Please direct any questions or comments to me at the number above.
Very truly yours,
/s/ Charles M. Smith, Jr.
-------------------------
Charles M. Smith, Jr., Esq.
Assistant Counsel
cc: Ann Vlcek, Esq.
Securities and Exchange Commission
Chip Lunde, Esq.
Freedman, Levy, Kroll & Simonds
