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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: ML of New York Variable Life Separate Account II
(File No. 33-51794)
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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, 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.
