Page 1


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                               ------------------


                                    FORM 10-Q

          ( X ) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                    For Quarterly Period Ended June 30, 1999


                          Commission File Number 1-6798

                               ------------------


                        TRANSAMERICA FINANCE CORPORATION
             (Exact name of registrant as specified in its charter)

                               Delaware 95-1077235

                (State or other jurisdiction of (I.R.S. Employer
               incorporation or organization) Identification No.)


                              600 Montgomery Street
                         San Francisco, California 94111
                    (Address of principal executive offices)
                                   (Zip Code)
                                 (4l5) 983-4000
              (Registrant's telephone number, including area code)




         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X No

          Number of  shares of Common Stock, $10 par  value,  outstanding as  of
close of business on July 28, 1999: 1,464,285.




<PAGE>



Page 2


                        TRANSAMERICA FINANCE CORPORATION

                                    FORM 10-Q

Part I.  Financial Information

Item 1.  Financial Statements.


         The   following   unaudited   consolidated   financial   statements  of
Transamerica  Finance  Corporation  and  Subsidiaries  (the  "Company")  for the
periods  ended June 30, 1999 and 1998,  and the balance sheet as of December 31,
1998  do not  include  complete  financial  information  and  should  be read in
conjunction with the Consolidated Financial Statements filed with the Commission
in the Company's  Annual  Report on Form 10-K for  the year  ended  December 31,
1998.   The  financial  information   presented  in   the  financial  statements
included in this report  reflects  all adjustments,  consisting  only of  normal
recurring  accruals,  which  are, in the opinion of  management, necessary for a
fair statement of results for the interim periods  presented.   Results  for the
interim  periods  are  not  necessarily indicative of the results for the entire
year  for  most  of the  Company's businesses.

                                    * * * * *

         On July  21,  1999,  Transamerica  Corporation,  which  owns all of the
Company's outstanding common stock,  announced that its merger with a subsidiary
of AEGON N.V., a Netherlands  based  international  life  insurance  group,  was
completed. As a result, Transamerica Corporation is now a  direct  subsidiary of
AEGON N.V.

         The  consolidated  ratio of  earnings to fixed charges was  computed by
dividing net income before fixed charges and income taxes by the fixed  charges.
Fixed  charges  consist of  interest  and debt  expense  and  one-third  of rent
expense, which approximates the interest factor.


<PAGE>



Page 3


<TABLE>

                          TRANSAMERICA FINANCE CORPORATION AND SUBSIDIARIES
                                             ---------
                                     CONSOLIDATED BALANCE SHEET

                            (Amounts in millions except for share data)


<CAPTION>
                                                                          June 30,          December 31,
                                                                            1999               1998

<S>                                                                         <C>                  <C>

Assets:
Cash and cash equivalents                                               $      73.0       $      51.2

Finance receivables
         Less unearned fees ($608.8 in 1999 and                             7,555.9           6,943.7
            $521.2 in 1998) and allowance for losses                          736.5             645.3
                                                                        -----------       -----------
                                                                            6,819.4           6,298.4

Property and equipment less accumulated depreciation
  of $1,402.3 in 1999 and $1,300 in 1998:
         Land, buildings and equipment                                         55.3              49.1
         Equipment held for lease                                           3,044.2           3,038.0
Goodwill, less accumulated amortization of
   $181.9 in 1999 and $172.6 in 1998                                          416.2             423.4
Assets held for sale                                                            6.3             180.8
Other assets                                                                  706.7             758.7
                                                                        -----------       -----------
                                                                        $  11,121.1       $  10,799.6
                                                                        ===========       ===========

Liabilities and Stockholder's Equity:
Debt:
         Unsubordinated                                                 $   7,617.9       $   7,365.4
         Subordinated                                                         381.1             433.2
                                                                        -----------       -----------
                  Total debt                                                7,999.0           7,798.6

Accounts payable and other liabilities                                      1,062.4           1,004.1
Income taxes payable                                                          461.5             407.0

Stockholder's equity:
         Preferred stock --authorized, 250,000
              without par value; none issued
         Common stock--authorized, 2,500,000
              shares of $10 par value; issued and
              outstanding 1,464,285 shares                                     14.6              14.6
         Additional paid-in capital                                         1,575.5           1,532.9
         Retained earnings                                                     27.4              48.0
         Component of other cumulative
              comprehensive income:
              Foreign currency translation adjustments                        (19.3)             (5.6)
                                                                        -----------       -----------
                  Total stockholder's equity                                1,598.2           1,589.9
                                                                        -----------       -----------
                                                                        $  11,121.1       $  10,799.6
                                                                        ===========       ===========


</TABLE>


<PAGE>



Page 4


<TABLE>

                                           TRANSAMERICA FINANCE CORPORATION AND SUBSIDIARIES

                                                                 -------

                                                   CONSOLIDATED STATEMENT OF INCOME
                                                         (Amounts in millions)

<CAPTION>


                                                         Six months ended          Three months ended
                                                             June 30,                   June 30,

                                                         1999        1998          1999          1998
<S>                                                      <C>          <C>          <C>            <C>


REVENUES
Finance charges and other fees                         $409.6      $343.0          $213.5       $175.9
Leasing revenues                                        340.8       367.0           170.5        181.3
Other                                                    98.4        43.7            51.3         24.2
                                                       ------      ------          ------       ------

                  Total revenues                        848.8       753.7           435.3        381.4

EXPENSES
Interest and debt expense                               219.1       188.3           109.8         94.0
Depreciation on equipment held for lease                144.4       136.5            72.8         69.0
Salaries and other operating expenses                   331.6       299.7           162.4        145.2
Provision for losses on receivables                      39.7        26.0            18.8         11.7
                                                       ------      ------          ------       ------

                  Total expenses                        734.8       650.5           363.8        319.9
                                                       ------      ------          ------       ------

Income before income taxes                              114.0       103.2            71.5         61.5
Income taxes                                             44.9        39.0            26.8         24.8
                                                       ------      ------          ------       ------

Net income                                             $ 69.1      $ 64.2          $ 44.7       $ 36.7
                                                       ======      ======          ======       ======


Consolidated ratio of earnings
   to fixed charges                                      1.49        1.51
                                                         ====        ====



</TABLE>


<PAGE>



Page 5


<TABLE>


                                       TRANSAMERICA FINANCE CORPORATION AND SUBSIDIARIES
                                                          ---------
                                              CONSOLIDATED STATEMENT OF CASH FLOWS
                                                     (Amounts in millions)

<CAPTION>


                                                                          Six months ended
                                                                              June 30,


<S>                                                                       <C>          <C>
                                                                          1999         1998

OPERATING ACTIVITIES
Net income                                                             $   69.1      $  64.2
Adjustments to reconcile net income
    to net cash provided by operating activities:
        Depreciation and amortization                                     159.7        147.8
        Provision for losses on receivables                                39.7         26.0
        Amortization of discount on long-term debt                          7.4          6.0
        Change in accounts payable and other
             liabilities                                                   78.0       (232.6)
        Change in income taxes payable                                     39.2         64.8
        Other                                                            (104.4)       179.1
                                                                       --------      -------

Net cash provided by operating activities                                 288.7        255.3


INVESTING ACTIVITIES
Finance receivables originated                                        (12,509.4)    (9,819.7)
Finance receivables collected and sold                                 11,951.7     10,066.6
Purchase of property and equipment                                       (241.2)      (165.4)
Sales of property and equipment                                            30.1         66.0
Purchase of finance receivables from
      Whirpool Finance Corporation                                                    (378.4)
Proceeds from sale of Transamerica HomeFirst                              200.0
Other                                                                     130.0         (9.5)
                                                                      ---------     --------

Net cash used by investing activities                                    (438.8)      (240.4)


FINANCING ACTIVITIES
Proceeds from debt financing                                            3,495.1        951.9
Payments of debt                                                       (3,276.0)      (893.3)
Net capital contributions from parent                                      42.5          9.7
Cash dividends paid                                                       (89.7)       (64.2)
                                                                      ---------     --------

Net cash provided by financing activities                                 171.9          4.1
                                                                      ---------     --------

Increase in cash and cash equivalents                                      21.8         19.0
Cash and cash equivalents at beginning of year                             51.2         70.1
                                                                      ---------     --------

         Cash and cash equivalents at end of period                   $    73.0     $   89.1
                                                                      =========     ========


</TABLE>

<PAGE>



Page 6


<TABLE>


                TRANSAMERICA FINANCE CORPORATION AND SUBSIDIARIES

                   CONSOLIDATED STATEMENT OF RETAINED EARNINGS
                              (Amounts in millions)

<CAPTION>


                                           Six months ended
                                                June 30,

                                           1999          1998

<S>                                        <C>            <C>


Balance at beginning of year             $  48.0
Net income                                  69.1      $  64.2
Dividends                                  (89.7)       (64.2)
                                         -------      -------
Balance at end of period                 $  27.4      $  --
                                         =======      =======


</TABLE>



Item 2.   Management's Narrative Analysis of Results of Operations

<TABLE>



                                                   REVENUES AND INCOME BY LINE OF BUSINESS
                                                            (Amounts in millions)

<CAPTION>

                                                         Six months ended June 30,                   Second Quarter
                                                     Revenues                Income(loss)             Income(loss)
                                                1999         1998         1999         1998         1999        1998


<S>                                             <C>          <C>           <C>         <C>           <C>         <C>



Commercial lending                             $ 426.4      $ 340.5     $  47.8       $  47.0      $  29.2    $  29.0
Leasing                                          398.7        404.1        23.7          31.2         10.8       15.6
Other                                             23.7          9.1         6.9          (6.7)         9.3       (4.0)
Amortization of goodwill                                                   (9.3)         (7.3)        (4.6)      (3.9)
                                               -------      -------     -------       -------      -------    -------

                                               $ 848.8      $ 753.7     $  69.1       $  64.2      $  44.7    $  36.7
                                               =======      =======     =======       =======      =======    =======



</TABLE>


<PAGE>



Page 7


Commercial Lending

Commercial Lending comprises the Company's distribution finance, business credit
and equipment finance operations. Commercial  lending  net income for the  first
half and second quarter of 1999 was $39.5 million and $25.1 million  compared to
$40.7 million  and $25.6  million for  the comparable  periods  of 1998.  Income
before the amortization of  goodwill,  for the first half and second  quarter of
1999  increased  $800,000  (2%) and  $200,000 (-%) from  1998's first  half  and
second quarter.

Operating  results for the second  quarter of 1999  included  after tax gains of
$900,000  on the  sale  and  securitization  of  retail  revolving  credit  card
receivables and $300,000 on the sale and  securitization of inventory  floorplan
and  equipment  lease  finance  receivables.  Operating  results  for the second
quarter  of 1998  included  $3.2  million  in  after  tax  gains on the sale and
securitization of inventory  floorplan and equipment lease finance  receivables.
Operating  results  for the six months  ended June 30, 1999  included  after tax
gains of $1.7 million from the sale and  securitization of inventory  floorplan,
equipment lease finance and retail revolving credit card receivables.  Operating
results for the first six  months  of  1998   included   $5.3  million  of after
tax  gains  on  the securitization of inventory  floorplan and  equipment  lease
finance receivables, a first quarter $3 million tax  benefit from the resolution
of prior year tax matters and a first  quarter  $2.1  million  after tax  charge
for losses and the restructuring  of the  insurance  premium  finance  business.
Excluding the above items,  commercial  lending  income before the  amortization
of goodwill for  the first  six  months  and second  quarter of  1999  increased
$5.3 million (13%) and $2.2 million (8%) over the comparable prior year periods.
Higher  average  net  receivables  outstanding  contributed  to  the  growth  in
operating income.

Revenues in the first half and second  quarter of 1999  increased  $85.9 million
(25%) and $45.1 million (26%) over the corresponding 1998 periods. Revenues rose
principally  as a result of growth in average net  receivables  outstanding  and
higher servicing and other income on securitized receivables.

Interest  expense  increased  $32 million  (32%) and $16.7  million (33%) in the
first half and second quarter of 1999 over the comparable periods of 1998 due to
higher  average  debt  levels  needed to support  receivables  growth. Operating
expenses  for the first six months and second  quarter of 1999  increased  $37.9
million  (26%) and $22.1  million  (32%)  over the  corresponding  1998  periods
primarily as a result of costs  related to product line  expansion and servicing
of  receivables.  The provision for losses on receivables for the first half and
second quarter of 1999 increased $10.1 million (41%) and $5.9 million (51%) from
the corresponding  1998  periods.  The increase was attributable to  receivables
growth  and  higher credit  losses.  Credit  losses,  net of  recoveries,  on an
annualized  basis as a  percentage of  average  commercial  finance  receivables
outstanding,  net of unearned finance charges, were 0.93% for the first half and
0.85% for  the  second  quarter of  1999  compared to 0.68%  and  0.79%  for the
comparable periods of 1998.

Net commercial finance receivables outstanding at June 30,1999, increased $444.8
million  (8%)  from  December  31,  1998.  During  the first  half of 1999,  the
commercial lending operation securitized $400 million of inventory floorplan and
equipment lease finance  receivables and $150 million of retail revolving credit
card  receivables.  Management has  established an allowance for losses equal to
1.83% of net  commercial  finance  receivables  outstanding  as of June 30, 1999
compared to 1.99% at December 31, 1998.

Delinquent  receivables  are  defined as  the  instalment  balance for inventory
finance and business credit asset based lending  receivables  more  than 60 days
past due and the receivable balance for all other  receivables over 60 days past
due.  At  June 30, 1999, delinquent  receivables  were  $71.6  million (1.10% of
receivables  outstanding)  compared  to  $98.6  million  (1.63%  of  receivables
outstanding)  at  December 31, 1998.  The  decline  occurred  primarily  in  the
equipment leasing portfolio.


<PAGE>

Page 8


Nonearning receivables are defined as balances from borrowers that are more than
90 days  delinquent  for non credit card  receivables or at such earlier time as
full collectibility becomes doubtful. Nonearning receivables on revolving credit
card accounts are defined as balances from  borrowers in bankruptcy and accounts
for which full collectibility  is  doubtful.   Accrual  of  finance  charges  is
suspended  on nonearning  receivables  until such  time as past due  amounts are
collected.  Nonearning  receivables  were  $64.7  million (0.99% of  receivables
outstanding) at June 30, 1999 compared to  $65.7 million  (1.09% of  receivables
outstanding) at December 31, 1998.

Leasing

Leasing comprises  the Company's marine  container, structured finance, domestic
products, tank containers and European  trailer operations. Leasing  net  income
for  the  first  half and  second  quarter of 1999  was $22.7 million  and $10.2
million  compared  to  $30.2  million  and $15  million for  the first  half and
second quarter of 1998.

Leasing  income,  before the  amortization  of goodwill,  for the first half and
second  quarter of 1999,  decreased  $7.5 million  (24%) and $4.8 million  (31%)
versus the first half and second quarter of 1998. Earnings in 1999 were lower in
both periods as a  result of fewer marine  container  units on  hire and  higher
operating costs which were partially  offset by improved  earnings from a larger
portfolio of finance  leases and in  the six month  period by  the $4.9  million
first quarter benefit from the termination of a tax-based leveraged lease.

Revenue for the first half and second  quarter of 1999  decreased  $5.4  million
(1%) and 5.1  million  (3%)  versus the first  half and second  quarter of 1998.
Trade imbalances  between Asia, the United States and Europe, and an over supply
of container equipment negatively affected  container on-hire  levels and rental
rates.  Weak  economic  conditions in Europe had a negative impact on short term
trailers on hire.  Partially  offsetting these  decreases were increased revenue
from a  larger  portfolio of  finance  leases and in the six month period by the
first  quarter  favorable termination of a  tax-based leverage lease agreement.

Expenses for the first half and second  quarter of 1999  increased  $6.7 million
(2%) and $3.1 million (2%) over the  corresponding  1998 periods,  mainly due to
strategic  positioning  expenditures during the first half associated  with  the
movement of dry  container  equipment  to meet  anticipated  demand in the Asian
market.  Operating  costs  during the first half and  second  quarter  increased
primarily  due to higher  storage and repair  activity.  Additionally,  interest
expense was higher  primarily  due to the growth in the finance  lease  business
while lower year 2000 conversion  costs led to lower selling and  administrative
expenses in both the six months and second  quarter of 1999 compared to the same
periods in 1998.

The combined  utilization of dry containers,  special  containers,  refrigerated
containers,  domestic  containers,  tank containers and chassis averaged 76% and
75% for the first half and second  quarter of 1999  compared to 79% for both the
first half and second quarter of 1998. Rail trailer utilization was 81% for both
the first half and second  quarter of 1999 compared to 79% and 80% for the first
half and second quarter of 1998.  European trailer  utilization was 80% for both
the first half and second  quarter of 1999 compared to 90% and 91% for the first
half and second quarter of 1998.


Other

         The favorable  results in other operations  were  primarily  due to  an
$11 million  after tax gain on the sale of Transamerica  HomeFirst in June 1999,
and improved  operating results at Transamerica  HomeFirst in the period leading
up to its sale  compared  to the first half and second quarter of 1998.


<PAGE>



Page 9


Comprehensive Income

         In accordance with Statement of Financial Accounting Standards No. 130,
Reporting Comprehensive Income, comprehensive income for  the periods  indicated
comprised (amounts in millions):

<TABLE>
<CAPTION>

                                                     Six months ended June 30,               Three months ended June 30,
                                                       1999           1998                     1999              1998
<S>                                                    <C>             <C>                      <C>               <C>



Net income                                           $ 69.1          $ 64.2                   $ 44.7             $ 36.7
Other comprehensive income, net of tax:
    Foreign currency translation adjustments          (13.7)            2.1                      3.7                4.8
                                                     ------          ------                   ------             ------
Comprehensive income                                 $ 55.4          $ 66.3                   $ 48.4             $ 41.5
                                                     ======          ======                   ======             ======

</TABLE>


Derivatives

         The  operations  of the Company  are  subject to risk of interest  rate
fluctuations  to the extent  that there is a  difference  between the cash flows
from the  Company's  interest-earning  assets and the cash flows  related to its
liabilities  that mature or are  repriced in  specified  periods.  In the normal
course of its operations, the Company hedges some of its interest rate risk with
derivative financial instruments.  These derivatives comprise primarily interest
rate swap agreements.

         Derivative financial instruments with a notional amount of $2.4 billion
at June 30, 1999 and $1.6 billion at December 31, 1998 and  designated as hedges
of the Company's liabilities were outstanding.

         While  the   Company  is  exposed  to  credit  risk  in  the  event  of
nonperformance by the other party,  nonperformance is not anticipated due to the
credit rating of the counterparties.  At June 30, 1999, the derivative financial
instruments  discussed  above were issued by financial  institutions  rated A or
better by one or more of the major credit rating agencies. The fair value of the
Company's  liability  hedges at June 30,  1999 and  December  31, 1998 was a net
benefit of $9.2 million and $59.9 million  comprising  agreements with aggregate
gross benefits of $15.2 million and $62.2 million and agreements  with aggregate
gross obligations of $6 million and $2.3 million.

Year 2000 Issue

         The Company has developed a plan to modify its  information  systems to
ensure  the  readiness  of our  business  applications,  operating  systems  and
hardware on mainframes,  servers and personal computers, and wide and local area
networks to recognize  the Year 2000.  The plan also  addresses  non-information
technology  embedded  software  and  equipment,  the  readiness  of key business
partners, and updating business continuity plans.

         The project has four phases:  (1) problem  determination,  (2) planning
and resource acquisition, (3) remediation and (4) testing and acceptance. During
phase one, the Company determined the size and scope of the problem and prepared
an inventory of the hardware,  software,  interfaces and other items that may be
affected.  In  addition,  software  code was  scanned  and  third  parties  were
contacted  to  determine  the status of their  efforts.  During  phase two,  the
Company assessed the risks and decided whether to fix, replace, discard, or test
the items  identified  in the  inventory,  prepared a project plan and allocated
appropriate  resources as necessary.  Phase three covers  remediation where date
occurrences  in  internally  maintained  systems are analyzed and  corrected and
software  and  hardware are replaced  where  necessary.  In addition,  operating
systems  that  interface  with  outside  parties are examined in more detail and
modified  if  required.  Phase  four  includes  testing  and  acceptance  of all
software, hardware, third party interfaces and related items to ensure they will
work in a number of different Year 2000 scenarios.


<PAGE>



Page 10


         The most  significant  categories of outside parties to the Company are
financial  institutions,  software  vendors,  third party service  providers and
utility  providers  (gas,  electric  and   telecommunications).   The  Company's
assessment  of its key business  partners  continues.  Surveys have been mailed,
follow up contacts are underway and  strategies  are being  developed to address
issues as they are  identified.  This effort is  expected to continue  well into
1999.

         Following is the status of the Company's Year 2000  compliance  efforts
for critical systems at each of its business segments.

         The commercial lending operation had completed substantially all of the
remediation  and testing  phases as of June 30,  1999.  The  commercial  lending
operating systems in Europe were fully tested and implemented in July 1999.

         The leasing  operation had completed the remediation and testing phases
as of June 30, 1999.

         The projected  total cost  associated  with required  modifications  to
become ready for the Year 2000 is  approximately  $11  million.  These costs are
being expensed as incurred and funded through operations. At this time there can
be no assurance that these estimates will not be exceeded and actual results may
differ  significantly  from those projected.  Some factors that may cause actual
expenditures to differ include the  availability  and cost of trained  personnel
and the ability to locate and  correct  all  relevant  computer  problems.  This
estimate  includes internal costs, but excludes the costs to upgrade and replace
systems in the normal  course of  business.  The total  amount  expended  on the
project through June 30, 1999, was $9.8 million. The Company does not expect the
project to have a significant  effect on its  financial  condition or results of
operations.

         The Company believes it will achieve Year 2000 readiness;  however, the
size and complexity of its systems and the need for them to interface with other
systems  internally  and with those of  customers,  vendors,  partners and other
outside  parties,  creates  the  possibility  that  some of  these  systems  may
experience Year 2000 problems.  Specific  factors that give rise to this concern
include  a  possible  loss of  qualified  resources,  failure  to  identify  and
remediate all affected systems, noncompliance by third parties whose systems and
operations interface with the Company's systems and other similar uncertainties.
The  Company  is   developing   contingency   plans  to  minimize  any  possible
disruptions.


<PAGE>



Page 11


Item 6. Exhibits and Reports on Form 8-K.

        (a)  Exhibits.

             12  Computation of Consolidated Ratio of Earnings to Fixed Charges.

             27  Financial Data Schedule.

        (b)  Reports on Form 8-K.

             None.


                                   Signatures

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.

TRANSAMERICA FINANCE CORPORATION
(Registrant)




Burton E. Broome
Vice President and Controller



Date:    July 28, 1999