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Rule 24f-2 Notice for Merrill Lynch Life
Variable Life Separate Account II
File No. 811-6227(1)
1. This Notice is filed for the fiscal year ended December 31, 1993;
2. There were no variable life insurance policies ("policies") which had been
registered under the Securities Act of 1933 other than pursuant to this
section but which remained unsold at the beginning of such fiscal year;
3. There were no policies registered during such fiscal year other than
pursuant to this section;
4. The amount of policies sold during such fiscal year was $13,356,961;
5. The amount of policies sold during such fiscal year in reliance upon
registration pursuant to this section was $13,356,961; and
6. The amount of redemptions made with respect to policies during the fiscal
year was $207,234,801. The filing fee computed in accordance with
paragraph (c) of Rule 24f-2 is $100.(2)
February 28, 1994
Merrill Lynch Life Variable Life
Separate Account II
(Registrant)
By: Merrill Lynch Life Insurance Company
(Depositor)
By: Joseph E.Crowne
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Joseph E. Crowne
Chief Financial Officer
(1)Registration statements under the Securities Act of 1933 to which this Notice
relates are File Nos. 33-43055, 33-43056, 33-43057, 33-43058, 33-43059 and
33-43060.
(2)($13,356,961 - $207,234,801) = ($193,877,840) = Minimum Filing Fee $100
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February 25, 1994
Board of Directors
Merrill Lynch Life Insurance Company
800 Scudders Mill Road
Plainsboro, New Jersey 08536
To the Board of Directors:
This opinion is furnished in connection with the registration of variable
life insurance policies under the Securities Act of 1933 ("1933 Act") pursuant
to the provisions of Rule 24f-2 ("Rule") under the Investment Company Act of
1940. In rendering this opinion, I have reviewed such matters of fact and issues
of law as I have deemed necessary or appropriate.
During the year ended December 31, 1993, Merrill Lynch Life Insurance
Company ("Company") sold $13,356,961 of variable life insurance policies
pursuant to registration statements of the Merrill Lynch Life Variable Life
Separate Account II under the 1933 Act, File Nos. 33-43055, 33-43056, 33-43057,
33-43058, 33-43059 and 33-43060. The registration of the policies so sold is to
be made definite by the filing of a Rule 24f-2 Notice in accordance with the
Rule.
In my opinion, the policies the registration of which is made definite by
the filing of the Notice were legally issued and are legal and binding
obligations of the Company in accordance with their terms.
Very truly yours,
Barry G. Skolnick
General Counsel
