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[LOGO] "The Company You Keep" NEW YORK LIFE INSURANCE COMPANY
51 Madison Avenue, New York, NY 10010
(212) 576-4498
Linda M. Reimer
Associate Counsel
May 2, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: The New York Life Insurance and Annuity Corporation
Variable Universal Life Separate Account-II
Certification Pursuant to Rule 497(j) under the Securities Act of 1933
File Nos. 33-64408 and 811-07800
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Commissioners:
On behalf of New York Life Insurance and Annuity Corporation ("NYLIAC"),
in lieu of filing the form of prospectus and Statement of Additional Information
for the NYLIAC Variable Universal Life Separate Account-II (the "Separate
Account"), pursuant to paragraph (b) of Rule 497 under the Securities Act of
1933, we hereby certify that:
(1) the form of prospectus and Statement of Additional Information that
would have been filed under paragraph (b) of Rule 497 does not
differ from that contained in post-effective amendment no. 3 to the
Separate Account's registration statement on Form S-6, the most
recent amendment to the Separate Account's registration statement;
and
(2) the text of post-effective amendment no. 3 to the Separate Account's
registration statement on Form S-6, the most recent amendment to the
Separate Account's registration statement, has been filed with the
Securities and Exchange Commission electronically via EDGAR
transmission, on April 17, 1996.
If you have any questions regarding the foregoing, please contact the
undersigned at (212) 576-4498.
Very truly yours,
/s/ Linda M. Reimer
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Linda M. Reimer
