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:

         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:

         Separate Account C

3.)      Investment Company Act File Number:                           811-2025
         Securities Act File Number:                                    2-36250

4.)      Last day of fiscal year for which this notice
         is filed:                                                     12/31/01

4b.)     Check box if this notice 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):           $1720

         (ii)     Aggregate price of securities redeemed or
                  repurchased during the fiscal year:                $1,248,506

         (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: _________ $________

(iv)     Total available redemption credits (add
                  Items 5(ii) and 5(iii):                            $1,248,506

         (v) Net sales - If Item 5(i) is greater than Item
                  5(iv), subtract Item 5(iv) from Item 5(i):                $0

         (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):                                        $1,248,506

         (vii)    Multiplier for determining registration fee:         .00025

         (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) plus line 7):                                    $0

9.)      Date the registration fee and any interest payment was sent to the
         Commission's lockbox 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/Susan Vivino
                                  Susan Vivino
                            Second Vice President and
                               Assistant Secretary


      SEPARATE ACCOUNT C OF TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY


                               By: /s/Susan Vivino
                                  Susan Vivino
                            Second Vice President and
                               Assistant Secretary

DATE: March 22, 2002