<PAGE>

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 September 30, 1998

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  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 October 31, 1998: 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  September 30, 1998 and 1997,  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,  1997.  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.

                                    * * * * *

         Effective  January 1, 1998,  the  Company  adopted  the  provisions  of
American  Institute of Certified  Public  Accountants  Statement of Position No.
98-1 which  requires,  among other things,  that payroll  costs  incurred in the
development of computer software systems be capitalized.  The effect of adoption
on consolidated  income for the nine months and three months ended September 30,
1998 was immaterial.

         In June 1998, the Financial Accounting Standards Board issued Statement
No. 133,  Accounting for Derivative  Instruments  and Hedging  Activities.  This
statement   establishes   accounting  and  reporting  standards  for  derivative
contracts,  and for  hedging  activities.  The Company is required to adopt this
statement  as of  January  1,  2000.  The  effect  on  the  Company's  financial
statements of adopting this standard is uncertain at this time.

         The  consolidated  ratios of earnings to fixed charges were computed by
dividing income from continuing operations 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>

                                                               September 30,        December 31,
                                                                   1998                1997
<S>                                                                <C>                  <C>    


Assets:
Cash and cash equivalents                                        $     41.3         $     70.1
Finance receivables                                                 5,586.3            4,333.4
Less unearned fees ($389.5 in 1998 and
        $340.8 in 1997) and allowance for losses                      511.1              430.1
                                                                 ----------         ----------

                                                                    5,075.2            3,903.3
Property and equipment,  less  accumulated
    depreciation of $1,268.5 in 1998 and
    $1,190.5 in 1997:
            Land, buildings and equipment                              37.2               25.1
            Equipment held for lease                                3,031.5            2,996.5
Goodwill, less accumulated amortization of
    $167.8 in 1998 and $156.2 in 1997                                 394.5              423.0
Assets held for sale                                                   25.7              377.8
Net assets of discontinued operations                                  38.7               40.1
Other assets                                                          751.4              889.6
                                                                 ----------         ----------
                                                                 $  9,395.5         $  8,725.5
                                                                 ==========         ==========


Liabilities and Stockholder's Equity:
Debt:
        Unsubordinated                                           $  6,139.7         $  5,341.5
        Suborodinated                                                 537.2              683.7
                                                                 ----------         ----------

                  Total Debt                                        6,676.9            6,025.2

Accounts payable and other liabilities                                885.4            1,034.7
Income taxes payable                                                  436.0              362.4

Stockholder's equity:
    Preferred stock - authorized, 250,000 shares
        without par value: none issues
    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                                      1,378.9            1,300.9
    Retained earnings                                                   4.5
    Component of other cumulative
        comprehensive income:
        Foreign currency translation adjustments                       (0.8)             (12.3)
                                                                 ----------         ----------
                  Total Stockholder's Equity                        1,397.2            1,303.2
                                                                 ----------         ----------
                                                                 $  9,395.5         $  8,725.5
                                                                 ==========         ==========
</TABLE>


<PAGE>

Page 4

<TABLE>

                TRANSAMERICA FINANCE CORPORATION AND SUBSIDIARIES
                             ----------------------

                        CONSOLIDATED STATEMENT OF INCOME

                              (Amounts in millions)

<CAPTION>


                                                                 Nine months ended           Three months ended
                                                                   September 30,                September 30,
                                                               1998            1997         1998           1997
<S>                                                             <C>             <C>          <C>            <C>    

REVENUES
Finance charges and other fees                               $     513.6   $    376.6   $   170.6      $   127.0
Leasing revenues                                                   548.5        565.3       181.5          194.8
Other                                                               71.9         50.5        28.2           14.9
                                                             -----------   ----------   ---------      ---------
        Total revenues                                           1,134.0        992.4       380.3          336.7

EXPENSES
Interest and debt expense                                          279.9        254.2        91.6           87.9
Depreciation on equipment held for lease                           207.1        205.6        70.6           70.4
Salaries and other operating expenses                              452.2        358.4       151.5          118.6
Provision for losses on receivables                                 37.7         10.2        12.7            2.7
                                                             -----------   ----------   ---------      ---------
        Total expenses                                             976.9        828.4       326.4          279.6

Income before income taxes                                         157.1        164.0        53.9           57.1
Income taxes                                                        59.8         62.9        20.8           22.2
                                                             -----------   ----------   ---------      ---------
                                                                    97.3        101.1        33.1           34.9
Income from continuing operations
Income from discontinued operations                                             276.1                        1.1
                                                             ----------    ----------   ---------     ----------

Net Income                                                   $     97.3    $    377.2   $    33.1      $    36.0
                                                             ==========    ==========   =========      =========

Ratio of earnings to fixed charges                                 1.53          1.60
                                                                   ====          ====


</TABLE>


<PAGE>

Page 5

<TABLE>

                TRANSAMERICA FINANCE CORPORATION AND SUBSIDIARIES
                                -----------------

                      CONSOLIDATED STATEMENT OF CASH FLOWS

                              (Amounts in millions)

<CAPTION>

                                                                                     Nine months ended
                                                                                       September 30,
                                                                                    1998            1997
<S>                                                                                 <C>              <C>    

OPERATING ACTIVITIES
Net income from continuing operations                                           $      97.3     $     101.1
Adjustments to reconcile income from continuing
     operations to net cash provided by operating activities:
         Depreciation and amortization                                                224.6           221.1
         Provision for losses on receivables                                           37.7            10.2
         Amortization of discount on long-term debt                                     9.2             8.8
         Change in accounts payable and other liabilities                            (141.2)          169.8
         Change in income taxes payable                                                78.5            39.8
         Other                                                                        222.4          (256.7)
                                                                                -----------     -----------
Net cash provided by operating activities                                             528.5           294.1

INVESTING ACTIVITIES
Finance receivables originated                                                    (15,918.0)      (16,185.3)
Finance receivables collected                                                      15,342.1        15,967.7
Purchase of property and equipment                                                   (300.9)         (265.9)
Sales of property and equipment                                                        83.7            91.8
Proceeds from the sale of and cash
     transactions with discontinued operations                                          4.4         4,176.2
Purchase of finance receivables from Whirlpool Finance Corporation                   (386.4)
Other                                                                                   (.2)         (246.9)
                                                                                -----------     -----------
Net cash provided (used) by investing activities                                   (1,175.3)        3,537.6

FINANCING ACTIVITIES
Proceeds from debt financing                                                        1,776.4         3,266.7
Payment of debt                                                                    (1,143.6)       (6,608.6)
Capital contributions from parent                                                      78.0
Cash dividends paid                                                                   (92.8)         (859.2)
                                                                                -----------     -----------

Net cash provided (used) by financing activities                                      618.0        (4,201.1)
                                                                                -----------     -----------

Decrease in cash and cash equivalents                                                 (28.8)         (369.4)
Cash and cash equivalents at beginning of year                                         70.1           398.5
                                                                                -----------     -----------
     Cash and cash equivalents at end of period                                 $      41.3     $      29.1
                                                                                ===========     ===========


</TABLE>




<PAGE>

Page 6


<TABLE>

                TRANSAMERICA FINANCE CORPORATION AND SUBSIDIARIES
                                -----------------

                   CONSOLIDATED STATEMENT OF RETAINED EARNINGS

                              (Amounts in millions)

<CAPTION>

                                            Nine months ended
                                              September 30,
                                           1998             1997

<S>                                         <C>            <C>    

Balance at beginning of year             $    0         $  117.7
Net income                                   97.3          377.2
Dividends                                   (92.8)        (494.9)
                                         --------       --------

Balance at end of period                 $    4.5       $    0
                                         ========       ========


</TABLE>





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

<TABLE>

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


                                                 Nine months ended September 30,                   Third Quarter
                                                  Revenues               Income                       Income
                                               1998      1997       1998       1997               1998       1997
<S>                                            <C>        <C>        <C>        <C>               <C>         <C>


Commercial lending                          $   511.4   $ 361.4    $  72.3    $  63.1            $  25.3    $  21.2
Leasing                                         608.5     619.0       44.7       45.6               13.5       17.3
Other                                            14.1      12.0       (8.4)       2.0               (1.7)      (0.4)
Amortization of goodwill                                             (11.3)      (9.6)              (4.0)      (3.2)
                                                        -------    -------    -------            -------    -------
Total revenues and income
     from continuing operations             $ 1,134.0   $ 992.4    $  97.3    $ 101.1            $  33.1    $  34.9
                                            =========   =======    =======    =======            =======    =======

</TABLE>

<PAGE>

Page 7

Commercial Lending

         Commercial  lending  net  income  for the first  nine  months and third
quarter of 1998 was $62.6  million and $21.8  million  compared to $55.1 million
and $18.5 million for the comparable periods of 1997. Commercial lending income,
before the amortization of goodwill, for the first nine months and third quarter
of 1998  increased  $9.2 million  (15%) and $4.1 million (19%) from 1997's first
nine  months  and  third  quarter.  Higher  margins  due to higher  average  net
receivables  outstanding  contributed to increased  profits and more than offset
increased operating expenses and provision for losses on receivables.

         Revenues in the first nine months and third  quarter of 1998  increased
$150 million (42%) and $48.5 million (40%) over the corresponding  1997 periods.
Revenues rose in the 1998 periods  principally due to higher servicing and other
income on securitized receivables and higher average net receivables outstanding
attributable to growth.

         Interest expense increased $18.7 million (15%) and $3.7 million (8%) in
the first nine months and third quarter of 1998  primarily due to higher average
debt levels needed to support  receivables  growth and higher  average  interest
rates  during  the first  half of 1998.  Operating  expenses  for the first nine
months and third quarter of 1998 increased $92.1 million (73%) and $29.9 million
(70%)  primarily as a result of higher levels of business volume and outstanding
receivables  and the  integration  of the Whirlpool  Financial  operations.  The
provision for losses on receivables  for the first nine months and third quarter
of  1998  increased  $27.5  million  (268%)  and $10  million  (369%)  from  the
corresponding  1997 periods  principally  as a result of higher credit losses in
the retail  portfolio and additional  provisions in the first and third quarters
of 1998 on the  insurance  premium  finance  portfolio.  Credit  losses,  net of
recoveries, on an annualized basis as a percentage of average commercial finance
receivables  outstanding,  net of unearned finance  charges,  were 0.70% for the
first nine months and 0.73% for the third  quarter of 1998 compared to 0.14% and
0.12% for the comparable periods of 1997.

         Net commercial finance receivables  outstanding  increased $1.1 billion
(32%) from December 31,1997.  The increase in receivables was largely the result
of continued growth in the business credit  portfolio,  the decision not to sell
the  insurance   premium  finance  operation  and   reclassification   of  those
receivables  from  assets  held  for  sale  to  finance  receivables,   and  the
acquisition during the first half of 1998 of the retail finance business and the
remaining  international  assets  from  Whirlpool  Financial  Corporation  which
amounted  to  $387  million  of net  finance  receivables.  This  completed  the
acquisition  of $1.1 billion in net  receivables  and other assets  representing
substantially  all of the inventory and retail  finance  business from Whirlpool
Financial Corporation.  Management has established an allowance for losses equal
to 2.43% of net commercial finance  receivables  outstanding as of September 30,
1998 compared to 2.35% at December 31, 1997.

         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.  Delinquent  receivables were $44.8 million (0.91% of receivables
outstanding) at September 30, 1998 compared to $18 million (0.48% of receivables
outstanding)  at December 31, 1997.  The increase in delinquent  receivables  at
September 30, 1998 was  primarily due to the inclusion of the insurance  premium
finance  receivables  which were  reported  as assets  held for sale at December
31,1997,  and the  receivables of the new retail lending  operation.  Delinquent
insurance premium finance receivables at December 31,1997 were $14.2 million.

         Nonearning  receivables are defined as balances from borrowers that are
over 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  included in retail 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 accounts are collected.  Nonearning receivables were $48.7 million (0.99% of
receivables  outstanding) at September 30, 1998 compared to $26.4 million (0.71%
of  receivables  outstanding)  at December 31, 1997.  The increase in nonearning
receivables  at  September  30,1998 was  primarily  due to the  inclusion of the
premium  finance  receivables  which were  reported  as assets  held for sale at
December  31,1997  and the  receivables  of the new  retail  lending  operation.
Nonearning  insurance premium finance  receivables at December 31,1997 were $7.5
million.
<PAGE>

Page 8


Leasing

         Leasing net income for the first nine months and third  quarter of 1998
was $43.2 million and $13 million  compared to $44 million and $16.7 million for
the first nine  months and third  quarter of 1997.  Leasing  income,  before the
amortization of goodwill,  was $44.7 million and $13.5 million in the first nine
months and third quarter of 1998 compared to $45.6 million and $17.3 million for
the corresponding periods of 1997.

         Leasing income, before the amortization of goodwill, decreased $900,000
(2%) and $3.8 million  (22%) for the first nine months and third quarter of 1998
compared  to the  corresponding  periods of 1997.  Lower  earnings  in the third
quarter  of 1998 were  primarily  due to lower per diem  rates and fewer on hire
standard and reefer  containers  due to continued weak demand for this equipment
type.  European  trailer  results  were also  lower due to  increased  operating
expense from a larger rental fleet.  Partially offsetting these decreases was an
increase in chassis  performance  associated  with  demand for chassis  used for
domestic container transportation.

         Revenue for the first nine months and third  quarter of 1998  decreased
$10.5 million (2%) and $6 million (3%) compared to the corresponding  periods of
1997.  Revenue  was  lower  for  standard  containers  due  to a  smaller  fleet
attributable to accelerated equipment disposition and from lower per diem rates.
Rail trailer  revenues were lower due to fewer units on hire associated with the
continued  decline  in the  demand  for this  equipment  type  and  refrigerated
container  revenue  was  lower  due to lower  utilization  and per  diem  rates.
Partially  offsetting these decreases were increased  revenues due to more units
on hire  attributable to larger fleets for tank  containers,  chassis,  domestic
containers and European trailers.

         Expenses for the first nine months and third quarter of 1998  decreased
$9.9  million (2%) and  $300,000  (less than 1%)  compared to the  corresponding
periods for 1997.  Decreases in ownership  expenses for standard  containers and
rail trailers  attributable to smaller fleets were partially offset by increased
ownership  expenses  attributable to larger fleets of tank containers,  chassis,
domestic containers and European trailers.  Selling and administrative  expenses
increased in the 1998 periods  primarily from expansion of the European  trailer
business and increased Year 2000 information technology expenditures.

         The  combined   utilization   of  standard   containers,   refrigerated
containers,  domestic  containers,  tank containers and chassis averaged 79% for
both the first nine months and third quarter of 1998 compared to 78% and 79% for
the first nine months and third quarter of 1997.  Rail trailer  utilization  was
81% and 84% for the first nine months and third  quarter of 1998 compared to 83%
and 84% for the first nine months and third  quarter of 1997.  European  trailer
utilization  was 89% and 86% for the first nine months and third quarter of 1998
compared to 91% and 90% for the first nine months and third quarter of 1997.

Other

         Other  operating  results  for nine  months  and third  quarter of 1998
decreased  $10.4  million and $1.3  million as  compared to the same  periods of
1997. These decreases primarily resulted from the Company's method of allocating
interest expense among its subsidiaries and itself.

Discontinued Operations

         In the first  nine  months  and third  quarter  of 1998,  results  from
discontinued  operations  were break  even.  In the first nine  months and third
quarter of 1997, income from discontinued  operations was $276.1 million,  which
consisted  principally  of net gains from the sale of the branch based  consumer
lending operations.

<PAGE>

Page 9

Comprehensive Income

         In accordance  with Financial  Accounting  Standard No. 130,  Reporting
Comprehensive  Income,  comprehensive income for the nine months ended September
30, 1998 and 1997 comprised:

<TABLE>
<CAPTION>

                                                               Nine months ended        Three months ended
                                                                 September 30,             September 30,
                                                               1998         1997         1998        1997
<S>                                                            <C>           <C>          <C>         <C>    

Net Income                                                   $  97.3     $  377.2      $  33.1     $  36.0
Other comprehensive income, net of tax:
    Unrealized gains (losses) from investments
    marked to fair value:
        Unrealized holding gains (losses) on
        fixed maturities arising during period                                            --          --
        Less:  reclassification adjustment
        for gains included in net income                                     (2.7)                    --
    Foreign currency translation adjustments                    11.5         (4.8)         9.4         4.7
                                                             -------     --------      -------     -------
Comprehensive income                                         $ 108.8     $  369.7      $  42.5     $  40.7
                                                             =======     ========      =======     =======
</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 $1.4 billion
at September  30, 1998 and $1.3 billion at December 31, 1997 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 September  30, 1998,  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 September 30, 1998 and December 31,
1997 was a net benefit of $94 million and $39.7  million  comprising  agreements
with aggregate  gross benefits of $97.3 million and $40.7 million and agreements
with aggregate gross obligations of $3.3 million and $1 million.

Year 2000 Issue

         The Company  has  developed  a plan to modify its  information  systems
technology to recognize the Year 2000. The Company's project to address the Year
2000  issue  includes  ensuring  the  readiness  of its  business  applications,
operating  systems and hardware on mainframes,  personal  computers and wide and
local  area   networks.   The  project   also   addresses   issues   related  to
non-information technology embedded software and equipment, the readiness of key
business partners and updating business continuity plans.

         External consultants with expertise in reviewing project management and
oversight  activities for Year 2000 remediation  plans were engaged to conduct a
review of the Company's Year 2000  readiness  plans during the second quarter of
1998.  The Company has also engaged  experts to assist in developing  work plans
and cost estimates and to complete remediation activities.

         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.  Software code was scanned.  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  then,  if  necessary,  prepared  a  project  plan and  allocated
appropriate resources.  Phase three covers remediation where date occurrences in
internally maintained systems are analyzed and corrected.  Software and hardware
are replaced  where  necessary.  Operating  systems that  interface with outside
parties  are  examined  in more  detail and  modified  if  required.  Phase four
includes  testing and acceptance of 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 is in the preliminary  stages.  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 a significant portion of
the remediation phase as of September 30, 1998. It expects the remaining work to
be concluded by the end of 1998. As of September 30, 1998, testing had commenced
and is expected to be  substantially  finished  by March  1999.  The  commercial
lending  operations  systems in Europe,  which affects a small percentage of the
business, will be remediated and tested in 1999.

     The leasing operation had significantly  completed the remediation phase as
of September 30, 1998.  Testing was well underway as of September 30, 1998,  and
is expected to be substantially completed by the end of 1998. In addition to the
systems being remediated,  the customer service,  fleet management and equipment
repair and maintenance system is scheduled for replacement in 1999.

         The projected  total cost  associated  with required  modifications  to
become ready for the Year 2000 is between $7 million and $10  million,  which is
being  expensed as incurred.  At this time there can be no assurance  that these
estimates  will not be exceeded.  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  September
30, 1998,  was $4.6  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 its customers, vendors, partners, and other
outside parties,  create the possibility that some of its 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 potential disruptions to
operations,  especially  from  externally  interfaced  systems over which it has
limited or no control.

Euro Conversion

         The Company  conducts  business in a number of the  European  countries
that are converting to a common currency, the "euro," as of January 1, 1999. The
Company  has  evaluated  the  potential  impact  of the Euro  conversion  on its
operations.   Its  evaluation   considered   competitive   position,   potential
information  technology and currency risks,  derivative and financial instrument
exposure,  continuity of contracts and taxation. As a result of this evaluation,
the Company is in the process of upgrading those  information  systems necessary
to support  transactions  denominated in the euro. The Company derived  revenues
from the group of eleven  countries  converting to the euro of $65.7 million and
$21.8 million for the nine and three month periods ended  September 30, 1998 and
had total assets in these countries of $424.5 million at September 30, 1998. The
Company does not anticipate that the euro conversion will have a material impact
on its financial condition or results of operations.

<PAGE>

Page 11


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)




Burton E. Broome
Vice President and Controller
(Chief Accounting Officer)

Date:    November 13, 1998