U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold Pursuant to Rule 24f-2
1.) Name and address of issuer:
Separate Account VL of Transamerica Occidental Life
Insurance Company
1150 South Olive Street
Los Angeles, CA 90015
2.) Name of each series or class of funds for which this notice
is filed:
The Hudson River Trust
3.) Investment Company Act File Number: 811-4511
Securities Act File Number: 33-28107
4.) Last day of fiscal year for which this notice
is filed: 12/31/96
5.) Check box if this notice is being filed more
than 180 days after the close of the issuer's
fiscal year for purposes of reporting securities
sold after the close of the fiscal year but
before termination of the issuer's
24f-2 declaration. [ ]
6.) Date of termination of issuer's declaration
under rule 24f-2(a)(1), if applicable: N/A
7.) Number and amount of securities of the the
same class or series which had been registered
under the Securities Act of 1933 other than
pursuant to rule 24f-2 in a prior fiscal year,
but which remained unsold at the beginning of
the fiscal year: N/A
8.) Number and amount of securities registered
during the fiscal year other than pursuant
to rule 24f-2: N/A
9.) Number and aggregate sale price of securities
sold during the fiscal year: 2,097,401.06
10.) Number and aggregate sale price of securities
sold during the fiscal year in reliance upon
registration pursuant to rule 24f-2: 2,097,401.06
11.) Number and aggregate sale price of securities
issued during the fiscal year in connection
with dividend reinvestment plans, if applicable: N/A
12.) Calculation of Registration Fee:
(i) Aggregate sale price of securities sold
during the fiscal year in reliance on
rule 24f-2 (from Item 10): 2,097,401.06
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable): N/A
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable): 2,433,812.09
(iv) Aggregate price of shares redeemed
or repurchased and previously applied
as a reduction to filing fees
pursuant to rule 24e-2 (if applicable): N/A
(v) Net aggregate price of securities sold
and issued during the fiscal year in
reliance on rule 24f-2 [line (i),
plus line (ii), less line (iii),
plus line (iv)] (if applicable): (336,411.03)
(vi) Multiplier prescribed by Section 6(b)
of the Securities Act of 1933
or other applicable law or regulation: 1/3300
(vii) Fee due [line (i) or line (v)
multiplied by line (vi)]: 636
13.) Check box if fees are being remitted to the
Commission's lockbox depository as described
in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a). [ x ]
Date of mailing or wire transfer of filing
fees to the Commission's lockbox depository: 02-27-97
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
By: __________________________________________________
James B. Roszak
President, Life Insurance Division and Chief
Marketing Officer
SEPARATE ACCOUNT VL OF TRANSAMERICA OCCIDENTAL
LIFE INSURANCE COMPANY
By: __________________________________________________
James B. Roszak
President, Life Insurance Division and Chief
Marketing Officer
DATE: February 20, 1997
<PAGE>
February 21, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Commissioners:
I refer to the Form 24f-2 dated February 21, 1997 with respect to the
Registration Statements on Form N-4 relating to variable annuity policies funded
by Separate Account VL of Transamerica Occidental Life Insurance Company (the
"Account"). The initial Registration Statement registered an indefinite number
of securities of the Account pursuant to Rule 24f-2 under the Investment Company
Act of 1940, as amended. The Form 24f-2 makes definite the amount of securities
of the Account which were so registered under the Registration Statements.
I have examined and relied upon copies of the Registration Statements and all
amendments thereto, as well as the Form 24f-2, and I have examined and relied
upon originals, or copies certified to my satisfaction, of such corporate
records, documents, certificates and other instruments as in my judgment are
necessary or appropriate to enable me to render the opinion set forth below.
Based on the foregoing, I am of the opinion that the individual variable annuity
policies funded by the Account and the units of interest thereunder, the
registration of which the Form 24f-2 makes definite in amount, were duly
authorized and legally issued, and are fully-paid and nonassessable.
I hereby consent to the use of this opinion in connection with the filing of the
attached Form 24f-2.
Very truly yours,
David M. Goldstein
Vice President and
Deputy General Counsel
DMG:sv
