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 March 31, 2000

                          Commission File Number 1-6798

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


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

           Delaware                                             95-10977235
(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)

                                 (415) 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  3 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 April 27, 2000: 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  March  31,  2000 and 1999,  do not  include  complete  financial
information and should be read in conjunction  with the  Consolidated  Financial
Statements  filed with the  Commission on Form 10-K for the year ended  December
31,  1999.  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.

                                    * * * * *

       On  July  21,  1999,  Transamerica  Corporation,  which  owns  all of the
Company's  outstanding  common stock,  completed its merger with a subsidiary of
AEGON N. V.(AEGON), a Netherlands based corporation. As a result, the Company is
now a subsidiary of AEGON.

         On March 1, 2000,  AEGON  announced that it had completed its strategic
review of the Company's  businesses  acquired in connection with the acquisition
of  Transamerica  Corporation  in July  1999  and  that it has  decided  to make
strategic  dispositions of these businesses.  The strategic  dispositions  under
consideration  include  possible  asset or business  unit sales,  in whole or in
part, as well as joint ventures.  AEGON had previously  classified the Company's
businesses as non-core. Investment bankers have been retained to assist AEGON in
the process.

         The  consolidated  ratios of earnings to fixed charges were 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


                TRANSAMERICA FINANCE CORPORATION AND SUBSIDIARIES
                                -----------------
<TABLE>

                           CONSOLIDATED BALANCE SHEET

                   (Amounts in millions except for share data)
<CAPTION>


                                                                               March 31,            December 31,
                                                                                 2000                   1999
                                                                            ------------           ------------
<S>                                                                             <C>                    <C>
Assets:
Cash and cash equivalents                                                   $       69.3           $       23.8
Finance receivables                                                             10,350.8                9,434.6
Less unearned fees ($729.1 in 2000 and
        $726 in 1999) and allowance for losses                                     886.2                  870.5
                                                                            ------------           ------------
                                                                                 9,464.6                8,564.1

Property and equipment,  less  accumulated  depreciation
    of $1,523.2 in 2000 and $1,510 in 1999:
        Land, buildings and equipment                                               55.8                   59.3
        Equipment held for lease                                                 2,976.0                3,020.5
Investments (cost of $65.6 in 2000 and
        $56.7 in 1999)                                                             109.7                   88.7
Goodwill, less accumulated amortization of
        $195.6 in 2000 and $191.3 in 1999                                          404.6                  409.3
Assets held for sale                                                                23.4                   24.5
Other assets                                                                       589.2                  732.6
                                                                            ------------           ------------
                                                                            $   13,692.6           $   12,922.8
                                                                            ============           ============


Liabilities and Stockholder's Equity:
Debt:
        Unsubordinated                                                      $    9,965.4           $    9,295.2
        Subordinated                                                               211.0                  222.0
                                                                            ------------           ------------

                  Total Debt                                                    10,176.4                9,517.2

Accounts payable and other liabilities                                           1,058.9                1,096.4
Income taxes payable                                                               515.5                  502.9

Stockholder's equity:
    Preferred stock - authorized, 250,000 shares
        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                                                   1,878.3                1,742.9
    Retained earnings                                                               37.4                   41.3
    Components of other cumulative
        comprehensive income:
        Net unrealized gain from investments marked to fair value                   28.6                   20.8
        Foreign currency translation adjustments                                   (17.1)                 (13.3)
                                                                            ------------           ------------
                  Total Stockholder's Equity                                     1,941.8                1,806.3
                                                                            ------------           ------------
                                                                            $   13,692.6           $   12,922.8
                                                                            ============           ============
</TABLE>


<PAGE>

Page 4


                TRANSAMERICA FINANCE CORPORATION AND SUBSIDIARIES
                             ----------------------
<TABLE>

                        CONSOLIDATED STATEMENT OF INCOME

                          (Dollar amounts in millions)
<CAPTION>

                                                                       Three months ended
                                                                            March 31,
                                                                      2000             1999
                                                                  ----------        ----------
<S>                                                                    <C>               <C>

 REVENUES
 Finance charges and other fees                                   $    256.4        $    196.1
 Leasing revenues                                                      170.9             172.0
 Other                                                                  37.2              46.5
                                                                  ----------        ----------
         Total revenues                                                464.5             414.6

 EXPENSES
 Interest and debt expense                                             143.7             109.5
 Depreciation on equipment held for lease                               75.9              72.5
 Salaries and other operating expenses                                 173.2             169.2
 Provision for losses on receivables                                    25.3              20.9
                                                                  ----------        ----------
         Total expenses                                                418.1             372.1

 Income before income taxes                                             46.4              42.5
 Income taxes                                                            9.3              18.1
                                                                  ----------        ----------

 Net income                                                       $     37.1        $     24.4
                                                                  ==========        ==========

 Ratio of earnings to fixed charges                                     1.31              1.37
                                                                        ====              ====
</TABLE>




<PAGE>

Page 5


                TRANSAMERICA FINANCE CORPORATION AND SUBSIDIARIES
                                -----------------
<TABLE>

                      CONSOLIDATED STATEMENT OF CASH FLOWS

                              (Amounts in millions)
<CAPTION>

                                                                                          Three months ended
                                                                                               March 31,
                                                                                          2000             1999
                                                                                      -----------       ----------
<S>                                                                                       <C>              <C>
OPERATING ACTIVITIES
Net income                                                                            $      37.1       $     24.4
Adjustments to reconcile net income
     to net cash provided by operating activities:
         Depreciation and amortization                                                       84.8             80.4
         Provision for losses on receivables                                                 25.3             20.9
         Change in accounts payable and other liabilities                                   (10.8)           (79.1)
         Change in income taxes payable                                                      13.8             18.0
         Other                                                                                5.1             (0.9)
                                                                                      -----------       ----------
Net cash provided by operating activities                                                   155.3             63.7

INVESTING ACTIVITIES
Finance receivables originated                                                           (7,182.0)        (5,716.8)
Finance receivables collected and sold                                                    6,246.8          5,361.9
Purchase of property and equipment                                                          (72.9)          (188.1)
Sales of property and equipment                                                              18.7             11.2
Other                                                                                       129.1             91.1
                                                                                      -----------       ----------
Net cash used by investing activities                                                      (860.3)          (440.7)

FINANCING ACTIVITIES
Proceeds from debt financing                                                              2,690.9          2,250.2
Payment of debt                                                                          (2,034.7)        (1,916.2)
Capital contribution                                                                        135.3             42.5
Cash dividend paid                                                                          (41.0)
                                                                                      -----------       ----------

Net cash provided by financing activities                                                   750.5            376.5
                                                                                      -----------       ----------

Increase (decrease) in cash and cash equivalents                                             45.5             (0.5)
Cash and cash equivalents at beginning of year                                               23.8             51.2
                                                                                      -----------       ----------
Cash and cash equivalents at end of period                                            $      69.3       $     50.7
                                                                                      ===========       ==========
</TABLE>






<PAGE>

Page 6


                TRANSAMERICA FINANCE CORPORATION AND SUBSIDIARIES
                                -----------------
<TABLE>

                   CONSOLIDATED STATEMENT OF RETAINED EARNINGS

                              (Amounts in millions)
<CAPTION>

                                                                    Three months ended
                                                                         March 31,
                                                                   2000             1999
                                                                ---------         --------
<S>                                                                  <C>              <C>
Balance at beginning of year                                    $    41.3         $   48.0
Net income                                                           37.1             24.4
Dividend declared and paid                                          (41.0)
                                                                ---------         --------

Balance at end of period                                        $    37.4         $   72.4
                                                                =========         ========
</TABLE>


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

       On  July  21,  1999,  Transamerica  Corporation,  which  owns  all of the
Company's outstanding stock,  completed its merger with a subsidiary of AEGON N.
V. (AEGON), a Netherlands based corporation.  As a result,  Transamerica Finance
Corporation (the "Company") is now a subsidiary of AEGON.

       On March 1, 2000,  AEGON  announced  that it had  completed its strategic
review of the Company's  businesses  acquired in connection with the purchase of
Transamerica  Corporation in July 1999 and that it has decided to make strategic
dispositions of these businesses. The strategic dispositions under consideration
include  possible asset or business unit sales,  in whole or in part, as well as
joint  ventures.  AEGON had previously  classified  the Company's  businesses as
non-core. Investment bankers have been retained to assist AEGON in the process.


       The following table sets forth revenues and income by line of business:

<TABLE>

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

                                                         Three months ended March 31,
                                                    Revenues                     Income
                                               2000          1999          2000         1999
                                            ----------     --------      ---------    --------
<S>                                              <C>          <C>           <C>           <C>

Commercial lending *                        $    292.1     $  225.4      $  34.1      $   21.9
Leasing *                                        172.4        184.0          9.6           9.7
Other                                                           5.2         (2.3)         (2.5)
Amortization of goodwill                                                    (4.3)         (4.7)
                                            ----------     --------      -------      --------
                                            $    464.5     $  414.6      $  37.1      $   24.4
                                            ==========     ========      =======      ========

<FN>

*    Effective January 1, 2000, Leasing's Structured Finance operation,  renamed
     International  Equipment  Finance,  is included with  Commercial  Lending's
     Equipment Financial Services operation.  1999 amounts have been restated to
     conform to the 2000 presentation.
</FN>
</TABLE>



<PAGE>

Page 7


Commercial Lending

         The commercial  lending  business makes  commercial loans through three
operations:  distribution  finance,  business  credit  and  equipment  financial
services;  commercial  lending also makes consumer loans to facilitate  sales by
manufacturers  and dealers of consumer  durable  goods.  Commercial  Lending net
income for the first quarter of 2000 was $30.4 million compared to $17.7 million
for the first quarter of 1999. Income, before the amortization of goodwill,  was
$34.1  million in the first  quarter of 2000.  This  represented a $12.2 million
(56%) increase from the first quarter of 1999 income of $21.9 million. Operating
results for 2000  included  after tax gains of $5.8  million  from the sale of a
portion of stock  received  from the exercise of stock  warrants by the business
credit  operation.  Operating  results  for 1999  included  after  tax  gains of
$500,000 on the sale and  securitization  of inventory  floorplan  and equipment
lease finance receivables.  Excluding the above items, commercial lending income
before the amortization of goodwill  increased $6.9 million (32%) over the first
quarter of 1999. Higher average net receivables  outstanding  contributed to the
growth in operating income.

         Revenues in the first  quarter of 2000  increased  $66.7  million (30%)
over the first quarter of 1999  principally as a result of growth in average net
receivables  outstanding.  Revenues in the first  quarter of 2000  included $9.2
million of gains on the sale of stock.

         Interest expense  increased $39.1 million (53%) in the first quarter of
2000 as compared to the comparable 1999 period due to a higher average  interest
rate on borrowings  and due to higher  average  outstanding  debt as a result of
growth in average net  receivables  outstanding.  Operating  expenses  rose $4.5
million (5%) mainly as a result of costs related to higher  business  volume and
servicing of receivables. The provision for losses on receivables increased $4.4
million (21%) due to growth in receivables. Credit losses, net of recoveries, on
an annualized basis as a percentage of average net receivables  outstanding were
0.55% for the first  quarter of 2000  compared to 0.90% for the first quarter of
1999.

         Net receivables outstanding at March 31, 2000, increased $913.1 million
(10%) from  December 31, 1999 due to  continued  growth in each  business  unit.
Management  has  established  an  allowance  for  losses  equal  to 1.63% of net
receivables  outstanding  as of March 31, 2000 compared to 1.66% at December 31,
1999.

         Delinquent  receivables  are  defined  as the  instalment  balance  for
inventory  finance,  business  credit  asset  based  lending  and  international
equipment  finance  receivables  more than 60 days past due, and the receivables
balance  for all other  receivables  over 60 days past due.  At March 31,  2000,
delinquent  receivables  were $118.4 million (1.14% of receivables  outstanding)
compared to $105.9 million (1.12% of  receivables  outstanding)  at December 31,
1999.

         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 $168.7 million (1.63% of
receivables  outstanding) at March 31, 2000 compared to $136.7 million (1.45% of
receivables outstanding) at December 31, 1999.



<PAGE>

Page 8


Leasing

         Leasing comprises the Company's marine  containers,  domestic products,
tank  containers,  and  European  trailer  operations.  Net income for the first
quarter of 2000 was $9.1 million  compared to $9.2 million in the first  quarter
of 1999.  Income,  before the amortization of goodwill,  was $9.6 million in the
first  quarter of 2000  compared to $9.7  million in the first  quarter of 1999.
Operating results for 2000 included $9.5 million in net tax benefits  associated
with a structured  equipment  financing of certain European  Trailer  equipment.
Results for the first quarter of 1999  included a $4.9 million  benefit from the
termination of a leverage lease.  Excluding the above items,  operating  income,
before goodwill  amortization,  was $100,000 in the first quarter of 2000 versus
$4.8 million in the first  quarter of 1999.  Earnings were  negatively  impacted
year  to  year  due  to  a  continued  decline  in  marine  (special,   dry  and
refrigerated)  and tank  container  per-diem  rates.  Lower  earnings  were also
experienced  in  special  containers  due to  fewer  on-hire  units  and in rail
trailers due to lower rail units on-hire and total fleet size.

         Revenues for the first  quarter of 2000  decreased  $11.6  million (6%)
versus the first quarter of 1999. The continued  trade  imbalance  between Asia,
Europe and the United  States and an oversupply  of marine  container  equipment
continued to negatively impact per diem rates and revenues.  Lower revenues were
also  experienced  in special  containers due to lower demand for this equipment
type and in rail trailers due to a continuing  decline in the rail units on-hire
and total fleet size.  Partially  offsetting  these were higher  revenues from a
larger  chassis fleet and more on-hire  units.  Expenses for 2000 increased $3.7
million (2%) from 1999 as a result of more  strategic  positioning  expenditures
associated  with the movement of dry  container  equipment  to meet  anticipated
demand in the Asian market and higher  ownership costs  associated with a larger
chassis fleet.

         The  utilization of marine  containers was 76% for the first quarter of
2000 compared to 75% in the first quarter of 1999. Domestic products utilization
was 93% for the first  quarter of 2000  compared to 91% in the first  quarter of
1999. Tank container  utilization was 81% for the first quarter of 2000 compared
to 77% in the first quarter of 1999.  European  trailer  utilization was 80% for
both the first quarter of 2000 and the first quarter of 1999.

Comprehensive Income

         In accordance  with Financial  Accounting  Standard No. 130,  Reporting
Comprehensive Income,  comprehensive income for the three months ended March 31,
2000 and 1999 comprised (amounts in millions):
<TABLE>
<CAPTION>

                                                               Three months ended
                                                                    March 31,
                                                            2000                1999
                                                          --------           ---------
<S>                                                           <C>                 <C>

 Net income                                               $   37.1           $    24.4
 Other comprehensive income, net of tax:
     Change in net unrealized gains from
         investments marked to fair value                      7.8
     Foreign currency translation adjustments                 (3.8)              (17.4)
                                                          --------           ---------
 Comprehensive income                                     $   41.1           $     7.0
                                                          ========           =========
</TABLE>



<PAGE>

Page 9


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 $2.7 billion
at March 31, 2000 and $2.8 billion at December 31, 1999 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 March 31, 2000, 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 March 31, 2000 and  December  31, 1999 was a net
obligation  of $32.5  million  and  $20.6  million  comprising  agreements  with
aggregate gross obligations of $43 million and $28.2 million and agreements with
aggregate gross benefits of $10.5 million and $7.6 million.


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

(a)      Exhibits.

                12     Computation of 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)




George B. Sundby
Senior Vice President and Chief Financial Officer
(Chief Accounting Officer)

Date:    April 28, 2000