COMPANION LIFE SEPARATE ACCOUNT C
497J, 2000-05-05
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                                                       Mutual of Omaha Companies
                                                    Mutual of Omaha Plaza, 3-Law
                                                     Omaha, Nebraska  68175-1008

May 5, 2000

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:     Rule 497(j) Certification

        Unit Investment Trust: Companion Life Separate Account C
        Depositor:             Companion Life Insurance Company
        Registration:          Post-Effective Amendment to Form N-4,
                               1933 Act Registration No. 333-98062
        Rule 485(b) Effective Date: May 1, 2000

Dear Commissioners:

The  undersigned,  on behalf of the  Depositor and pursuant to Rule 497(j) under
the  Securities  Act  of  1933,  does  hereby  certify,   with  respect  to  the
above-captioned registration, that:

1.   The text of the amendment was filed  electronically with the Securities and
     Exchange Commission on April 26, 2000; and

2.   The form of the  Prospectus  and Statement of Additional  Information  that
     would have been filed by the  Depositor  pursuant to Rule 497(c) in respect
     of the  Registration  would not have differed  from those  contained in the
     Registration filed electronically as described above.

IN WITNESS WHEREOF, the undersigned has executed this Certification  pursuant to
Rule 497(j) on May 5, 2000.

Sincerely,

/s/ Thomas J. McCusker

Thomas J. McCusker
Companion Life Insurance Company
Mutual of Omaha Plaza
Omaha, NE 68175-1008
Telephone:     402-351-5845
Fax:           402-351-4444


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