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[LETTERHEAD OF SUTHERLAND, ASBILL & BRENNAN, L.L.P.]
May 6, 1997
VIA EDGAR TRANSMISSION
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Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: PaineWebber Life Insurance Company
PaineWebber Life Variable Annuity Account
(File No. 33-58808)
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Dear Commissioners:
I hereby certify that pursuant to Rule 497(j) of the Securities Act of
1933, the form of prospectus and statement of additional information dated May
1, 1997 that would have been filed under paragraph (c) of Rule 497 does not
differ from that contained in the most recent amendment of the above-captioned
registration statement filed. In addition, I certify that the text of the
registrant's most recent post-effective amendment was filed electronically via
EDGAR.
If you have any questions regarding this certification, please call the
undersigned at (202) 383-0314.
Sincerely,
/s/ Kimberly J. Smith
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Kimberly J. Smith
cc: Richard J. Tucker
Lloyd F. Bernard
