NORTHBROOK LIFE INSURANCE COMPANY
                          LAW AND REGULATION DEPARTMENT
                          3100 Sanders Road , Suite J5B
                         Northbrook, Illinois 60062-7154



CHARLES M. SMITH, JR.                         Writer's Direct Dial 847 402-1790
Assistant Counsel                                       Facsimile: 847 402-3781

                                November 2, 2000

BY EDGAR

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

         Re:      Northbrook Variable Annuity Account II ("Registrant")
                  Post-Effective Amendment No. 29 to Form N-4 Registration
                       Statement Under the Securities Act
                  Amendment No. 36 Under the Investment Company Act
                  File Nos. 33-35412 and  811-06116; CIK No.  0000864922

Commissioners:

         On  behalf  of the  above-named  Registrant  and  pursuant  to Rule 477
promulgated  under the  Securities  Act of 1933,  as amended,  I hereby  request
withdrawal   of   Post-Effective   Amendment   No.  29   ("Amendment")   to  the
above-referenced Form N-4 registration statement  ("Registration  Statement") as
filed with the Securities and Exchange Commission on September 28, 2000.

         As set forth in my September  28, 2000 cover letter for the  Amendment,
Registrant is  withdrawing  this  Amendment to permit an  additional  fund to be
added to the Morgan Stanley Dean Witter Variable Annuity 3 effective November 6,
2000. Registrant intends to re-file this Amendment on November 7, 2000.

         For the foregoing  reasons,  I submit that  withdrawal of the Amendment
would be consistent  with the public  interest and the  protection of investors,
and respectfully  request that the Commission grant this request for withdrawal.
The cooperation of the Commission  staff is greatly  appreciated in this matter.
Please direct any questions or comments to me at the number above.


                                            Very truly yours,


                                            /s/ Charles M. Smith, Jr.
                                            -------------------------
                                            Charles M. Smith, Jr., Esq.
                                            Assistant Counsel


cc:      Ann Vlcek, Esq.
           Securities and Exchange Commission
         Chip Lunde, Esq.
           Freedman,  Levy, Kroll & Simonds