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                                May 2, 1994



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

     Re:     ML of New York Variable Life Separate Account II
             Registration Number 33-43057

To The Commission:

     I hereby certify that pursuant to Rule 497(j) under the Securities Act of
1933, the form of prospectus dated May 1, 1994 that would have been filed under
paragraph (c) of Rule 497 does not differ from that contained in the most recent
amendment to the registration statement.

     The text of the most recent amendment has been filed electronically.

                                          Very truly yours,


                                          /s/ Shelley K. Parker
                                          Shelley K. Parker, Vice President
                                          ML Life Insurance Company of New York



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