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: 12/31/05

4b.  Check box if this notice is being filed late (more than 90 calendar days
     after the end of 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): $1,346,433

(ii) Aggregate  price of securities  redeemed or  repurchased  during the fiscal
     year: $1,918,630

(iii) Aggregate price of securities redeemed or repurchased during any prior
     fiscal year $3,765,177 ending no earlier than October 11, 1995 that were
     not previously used to reduce registration fees payable to the Commission:

(iv) Total available redemption credits (add Items 5(ii) and 5(iii): $5,683,807

(v)  Net sales - If Item 5(i) is greater than Item 5(iv), subtract Item 5(iv)
     from Item 5(i):

(vi) Redemption credits available for use in future years - If Item 5(i) is less
     than $4,337,374 Item 5(iv), subtract Item 5(iv) from Item 5(i):

(vii) Multiplier for determining registration fee: .000107

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

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 243-2 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:

8.   Total of the amount of the registration fee due plus any interest due (line
     5(viii) $0 plus line 7):

9.   Date the registration fee and any interest payment was sent to the
     Commission's lock-box depository:

         Method of Delivery:
         [  ] Wire Transfer
         [  ] Mail or other means

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
                           General Counsel and Senior Vice President


                             SEPARATE ACCOUNT VL OF
                 TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY


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

DATE: March 31, 2006