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[SUTHERLAND ASBILL & BRENNAN LLP LETTERHEAD]
May 4, 2000
VIA EDGAR TRANSMISSION
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, 2000 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
Kimberly J. Smith
cc: Edward W. Diffin, Jr., Esq.
Mary E. Thornton, Esq
