Merrill Lynch Life Insurance Company
800 Scudders Mill Road
Plainsboro, New Jersey 08536

July 11, 1994

Re: Merrill Lynch Life Variable Life Separate Account II
    1933 Act File Number: 33-43058

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

Dear Sirs:

On behalf of Merrill Lynch Life Insurance Company we hereby withdraw, pursuant 
to Rule 477, the Post-Effective Amendment No. 4 to the Registration
Statement on Form S-6, filed on May 13, 1994 under Rule 486(a).  This request 
is being made since we have not yet received the necessary exemptive relief 
(File No. 812-8924) to add the additional investment options to the filing.  

We plan to refile to coordinate the effectiveness of this filing with receipt
of the exemptive relief. 

Very truly yours,

Edward W. Diffin, Jr.