SEPARATE ACCOUNT VL OF TRANSAMERICA OCCIDENTAL LIFE INS CO
N-30D, 1997-03-06
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March 5, 1997



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

Re:      Transamerica Occidental Life Insurance Company and Transamerica
         Occidental Life Separate Account VL (File No. 33-2022)

Dear Commissioner:

On behalf of  Transamerica  Occidental Life Insurance  Company and  Transamerica
Occidental  Life  Separate  Account VL  ("separate  account"),  incorporated  by
reference is the annual report for the underlying  fund, The Hudson River Trust,
for filing with the Securities and Exchange Commission,  pursuant to Rule 30b2-1
under the Investment Company Act of 1940 ("Act").

         Filer/Entity:              Hudson River Trust
         File #:                    811-04185
         Accession #:               0000950136-97-000178
         CIK #:                     759751
         Filing Date:               02/27/97

This annual  report is for the period  ending December 31,  1996,  and has been
transmitted to contract holders in accordance with Rule 30d-2 under the Act.

If you have any questions regarding this filing, please contact the undersigned
at (213) 742-3126.

Very truly yours,



Susan Vivino
Paralegal

cc:      F. Bellamy, Esq.
         R. Fink, Esq.





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