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[SUTHERLAND, ASBILL & BRENNAN LLP]
May 7, 1998
VIA EDGAR TRANSMISSION
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Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Merrill Lynch Life Variable Life Separate Account II
(File No. 33-43058)
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Commissioners:
On behalf of Merrill Lynch Life Insurance Company (the "Company") and
Merrill Lynch Life Variable Life Separate Account II (the "Account"), pursuant
to Rule 497(j) of the Securities Act of 1933, I hereby certify that the form of
prospectus dated May 1, 1998 that would have been filed pursuant to paragraph
(b) 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.
Please contact the undersigned at (202) 383-0314, or Mary E. Thornton
of our firm at (202) 383-0698, if you have any questions or comments regarding
this letter.
Sincerely,
/s/ KIMBERLY J. SMITH
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Kimberly J. Smith
cc: Edward W. Diffin, Jr., Esq.
Mary E. Thornton, Esq.
