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

4a.) Last day of fiscal year for which this notice is filed: 12/31/98

4b.) Check box if this Form is being filed late
     (more than 90 calendar days after the end
     of the issuer's fiscal year)                                [      ]

4c.) Check box if this is the last time the issuer will
     be filing this Form                                          [      ]

5.) Calculation of registration fee:

     (i)  Aggregate sale price of securities sold during the
          fiscal year pursuant to Section 24(f):                 $2,217,614

     (ii) Aggregate price of securities redeemed or repurchased
          during the fiscal year:                                $1,649,253

     (iii)Aggregate price of securities redeemed or repurchased during any prior
          fiscal  year  ending no earlier  than  October  11, 1995 that were not
          previously used to reduce registration fees payable to the Commission:
          $0

     (iv) Total available redemption credits (add Items 5(ii)
          and 5(iii):                                                $1,649,253

     (v)  Net sales - if Item 5(i) is greater  than Item  5(iv),  subtract  Item
          5(iv) from Item 5(i): $568,361

     (vi) Redemption  credits  available for use in future years -- if Item 5(i)
          is less than Item 5(iv), subtract Item 5(iv) from Item 5(i):   $0

     (vii)     Multiplier for determining registration fee            .000278

     (viii)    Registration fee due (multiply Item 5(v) by
          Item 5(vii) - (Enter "0" if no fee is due):                  $158

6.)  Prepaid Shares

     If the  response  to item 5(i) was  determined  by  deducting  an amount of
     securities that were  registered  under the Securities Act of 1933 pursuant
     to Rule 24e-2 as in effect  before  (effective  date of  rescission of Rule
     24e-2),  then  report the amount of  securities  (number of shares or other
     units) deducted here: ___________.  If there is a number of shares or other
     units that were registered  pursuant to Rule 24e-2 remaining  unsold at the
     end of the fiscal year for which this Form is filed that are  available for
     use by the issuer in future fiscal years, then state that number here:
     ------------------.

7.)  Interest due -- if this Form is being filed more than 90 days after the end
     of the issuer's fiscal year $7.84

8.)  Total of the amount of the registration fee due plus any interest due (line
     5(viii) plus line 7): $165.84

9.)  Date  the  registration  fee  and  any  interest  payment  was  sent to the
     Commission's lockbox depository:

     Method of Delivery:

     [  X ]  Wire Transfer
     [      ]  Mail or other means



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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:  /s/David M. Goldstein
                  David M. Goldstein
                  Vice President and Deputy General Counsel




         SEPARATE ACCOUNT VL OF
         TRANSAMERICA OCCIDENTAL  LIFE INSURANCE COMPANY


          By:  /s/David M. Goldstein
                  David M. Goldstein
                     Vice President and Deputy General Counsel




DATE:     March 24, 2000




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March 24, 2000


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

Commissioners:

I refer to the Amended Form 24f-2 for fiscal year ended December 31, 1998, dated
March 26, 1999 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 Amended
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 Amended 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 Amended Form 24f-2 makes definite in amount, were duly
authorized and legally issued, and are fully-paid and non-assessable.

I hereby consent to the use of this opinion in connection with the filing of the
attached Amended Form 24f-2.

Very truly yours,

/s/David M. Goldstein

David M. Goldstein
Vice President and
Deputy General Counsel



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