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 VA-5 OF TRANSAMERICA OCCIDENTAL LIFE INSURANCE COMPANY

3.)      INVESTMENT COMPANY ACT FILE NUMBER:                           811-8158
         SECURITIES ACT FILE NUMBER:                                   33-71746

4A.)     LAST DAY OF FISCAL YEAR FOR WHICH THIS NOTICE
         IS FILED:                                                     12/31/99

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):          $8,095,911

         (II)     AGGREGATE PRICE OF SECURITIES REDEEMED OR
                  REPURCHASED DURING THE FISCAL YEAR:            $13,638,274

         (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): $13,638,274

(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): $5,542,363

(VII) MUILTIPLIER FOR DETRMINING REGISTRATION FEE: .000264

(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 24E-2 AS IN EFFECT BEFORE (EFFECTIVE DATE OF RESCISION
         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 EH 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/David M. Goldstein
                           DAVID M. GOLDSTEIN
                           VICE PRESIDENT AND
                           DEPUTY GENERAL COUNSEL



                  SEPARATE ACCOUNT VA-5 OF TRANSAMERICA OCCIDENTAL
                  LIFE INSURANCE COMPANY


                  BY:     /s/David M. Goldstein
                           DAVID M. GOLDSTEIN
                           VICE PRESIDENT AND
                           DEPUTY GENERAL COUNSEL



DATE:    MARCH 23, 2000











MARCH 24, 2000


SECURITIES AND EXCHANGE COMMISSION
450 FIFTH STREET, N.W.
JUDICIARY PLAZA
WASHINGTON, D.C. 20549

COMMISSIONERS:

I REFER TO THE FORM 24F-2 DATED MARCH 23, 2000 WITH RESPECT TO THE  REGISTRATION
STATEMENTS ON FORM N-4 RELATING TO VARIABLE  ANNUITY POLICIES FUNDED BY SEPARATE
ACCOUNT VA-5 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 NON-ASSESSABLE.

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