<PAGE>
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 33-61670
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
