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[Sutherland, Asbill & Brennan, L.L.P.]
May 6, 1997
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: ML of New York Variable Life Separate Account II (File No.
33-51794)
Commissioners:
On behalf of ML Life Insurance Company of New York (the
"Company") and ML of New York 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, 1997 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.
