TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY
1150 SOUTH OLIVE STREET
SUITE T-2100
LOS ANGELES, CA  90015        
                              





                                November 8, 1996


VIA EDGARLINK

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

                  Re:      Transamerica Occidental Separate Account C
                           File No. 2-36250

Dear Commissioners:

                  On behalf of Transamerica  Occidental  Life Insurance  Company
(the  "Company")  and  Separate  Account  C (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 deferred variable annuity contracts
offered by the Company through the Account otherwise  required to be filed under
paragraph  (c) of Rule 497 would not have  differed  from the form of prospectus
and  SAI  contained  in  Post-Effective   Amendment  No.  45  to  the  Form  N-4
registration  statement  for the Account  (the  "Registration  Statement").  The
Registration Statement was filed electronically with the Securities and Exchange
Commission on November 5, 1996 via EDGARLINK.

                                   Sincerely,



                                            /s/ Regina M. Fink
                                            Regina M. Fink, Esq.




cc:      Frederick R. Bellamy, Esq.
         Mary Jane Wilson-Bilik, Esq.