<PAGE>
Rule 24f-2 Notice for ML of New York
Variable Life Separate Account II
File No. 811-7152 (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
$2,646,293;
5. The amount of policies sold during such fiscal year in reliance upon
registration pursuant to this section was
$2,646,293; and
6. The amount of redemptions made with respect to policies during the fiscal
year was none. The filing fee computed in accordance with paragraph (c) of
Rule 24f-2 is $963.07.(2)
February 28, 1994
ML of New York Variable
Life Separate Account II
(Registrant)
By: ML Life Insurance Company of New York
(Depositor)
By: Joseph E.Crowne
-------------------------------------
Joseph E. Crowne
Chief Financial Officer
(1) Registration statements under the Securities Act of 1933 to which this
Notice relates are File Nos. 33-51702, 33-51794, 33-61670 and 33-61672.
(2) ($2,792,901 - $0) X .000344 = $963.07
<PAGE>
February 25, 1994
Board of Directors
ML Life Insurance Company of New York
16th Floor
717 Fifth Avenue
New York, New York 10022
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, ML Life
Insurance Company of New York ("Company") sold $2,646,293
of variable life insurance policies pursuant to registration
statements of the ML of New York Variable Life Separate
Account II under the 1933 Act, File Nos. 33-51702, 33-51794,
33-61670 and 33-61672. 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
BS:ddv
