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[LOGO OF NEW YORK LIFE]
THE COMPANY YOU KEEP<reg-trade-mark> NEW YORK LIFE INSURANCE
COMPANY
51 Madison Avenue,
New York, NY 10010
(212) 576-4498
Linda M. Reimer
Assistant General Counsel
May 2, 1997
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; CIK No. 0000906987
Commissioners:
On behalf of New York Life Insurance and Annuity Corporation ("NYLIAC"),
in lieu of filing the form of prospectus 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 that would have been filed under paragraph
(b) of Rule 497 does not differ from that contained in
post-effective amendment no. 4 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. 4 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 25, 1997.
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
