FIRST INVESTORS SERIES FUND II, INC.
95 Wall Street
New York, New York 10005
(212) 858-8126
February 2, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC 20549
Re: First Investors Series Fund II, Inc.
File Nos. 33-46924 and 811-6618
Gentlemen:
Pursuant to Rule 497(j) of the Securities Act of 1933, as amended (the
"Act"), First Investors Series Fund II, Inc. (the "Fund") hereby certifies:
(1) The form of Prospectus and Statement of Additional Information that
would have been filed under Rule 497(c) of the Act would not have differed from
that contained in Post-Effective Amendment No. 24 to the Fund's Registration
Statement, the most recent Post-Effective Amendment filed with the Commission;
and
(2) The text of Post-Effective Amendment No. 24 was filed electronically
with the Commission.
Very truly yours,
FIRST INVESTORS SERIES
FUND II, INC.
By: /s/ C. Durso
-----------------
C. Durso, Vice President
