May 5, 1997
VIA EDGARLINK
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Transamerica Occidental Life Insurance Company Separate Account Fund B
(File Nos. 2-34221, 811-1902)
Dear Commissioners:
On behalf of Transamerica Occidental Life Insurance Company and
Separate Account Fund B (the "Account"), we are filing a certification pursuant
to paragraph (j) of Rule 497 under the Securities Act of 1933. In this regard,
we certify that the form of Prospectus and Statement of Additional Information
("SAI") for certain contracts offered by the Company through the Account
otherwise required to be filed under paragraph (c) of Rule 497 does not differ
from the form of Prospectus and SAI contained in the Form N-3 registration
statement for the Account (the "Registration Statement"), which was filed
electronically with the Securities and Exchange Commission on April 30 , 1997
via EDGARLINK.
Sincerely,
Regina M. Fink
Counsel
cc: F. Bellamy, Esq.
