Northbrook Life Insurance Company
                     Northbrook Variable Annuity Account II

Supplement to:     Morgan Stanley Dean Witter Variable Annuity II
                           Prospectus Dated May 1, 2001

This supplement describes the changes to various names mentioned in your
prospectus. Please keep this supplement for future reference together with your
prospectus.

o    On June 18, 2001,  the Morgan Stanley Dean Witter  Variable  Annuity II was
     renamed  the Morgan  Stanley  Variable  Annuity II. All  references  in the
     current  prospectus to "Morgan Stanley Dean Witter Variable  Annuity II" or
     "Contract" apply to Morgan Stanley Variable Annuity II.

o    On June 18, 2001, Morgan Stanley Dean Witter Variable Investment Series was
     renamed Morgan Stanley Variable  Investment  Series.  All references in the
     current  prospectus  to "Morgan  Stanley  Dean Witter  Variable  Investment
     Series" apply to Morgan Stanley Variable Investment Series.

o    On June 18,  2001,  Morgan  Stanley Dean Witter  Advisors  Inc. was renamed
     Morgan  Stanley  Investment  Advisors  Inc. All  references  in the current
     prospectus to "Morgan  Stanley Dean Witter  Advisors  Inc." apply to Morgan
     Stanley Investment Advisors Inc.

o    On May 1, 2001,  Morgan Stanley Asset Management was renamed Morgan Stanley
     Investment  Management  Inc. All  references  in the current  prospectus to
     "Morgan  Stanley  Asset  Management"  apply to  Morgan  Stanley  Investment
     Management Inc.

o    On April 2, 2001,  Morgan  Stanley Dean Witter  Active  Assets  Account was
     renamed the Morgan  Stanley  Active Assets  Account.  All references in the
     current  prospectus to "Morgan  Stanley Dean Witter Active Assets  Account"
     apply to Morgan Stanley Active Assets Account.

o    Beginning April 2, 2001, Morgan Stanley Dean Witter Financial Advisors will
     be referred to as Morgan Stanley Financial Advisors.  All references in the
     current prospectus to "Morgan Stanley Dean Witter Financial Advisors" apply
     to Morgan Stanley Financial Advisors.

On page 16 of your prospectus, Miller Anderson and Sherrerd, LLP should be
listed as the Investment Advisor for the Mid-Cap Portfolio, a portfolio of The
Universal Institutional Funds, Inc. mutual fund. On August 1, 2001, Miller
Anderson and Sherrerd, LLP will be renamed Morgan Stanley Investments L.P.



June 18, 2001