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                       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, 1998


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 April 30, 1998: 1,464,285 shares.



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                        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, 1998 and 1997,  and the balance sheet as of December 31,
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 first quarter consolidated income was immaterial.

         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.



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<TABLE>


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

                           CONSOLIDATED BALANCE SHEET

                                     Assets

<CAPTION>


                                                                 March 31,      December 31,
                                                                    1998             1997

<S>                                                                <C>               <C>   


Cash and cash equivalents                                       $     34.7       $     70.1
Finance receivables                                                5,217.2          4,333.4
Less unearned fees ($378.8 in 1998 and
     $340.8 in 1997) and allowance for losses                        489.7            430.1
                                                                ----------       ----------
                                                                   4,727.5          3,903.3

Property and equipment - less accumulated
    depreciation of $1,153.8 in 1998
    and $1,190.5 in 1997:
    Land, buildings and equipment                                     25.1             25.1
    Equipment held for lease                                       2,977.5          2,996.5
Goodwill, less accumulated amortization of
    $159.6 in 1998 and $156.2 in 1997                                386.9            423.0
Assets held for sale                                                  75.5            377.8
Net assets of discontinued operations                                 50.4             40.1
Other assets                                                         754.3            889.6
                                                                ----------       ----------
                                                                $  9,031.9       $  8,725.5
                                                                ==========       ==========



(Amounts in millions)

</TABLE>



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<TABLE>


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

                     CONSOLIDATED BALANCE SHEET (Continued)

                      Liabilities and Stockholder's Equity


<CAPTION>


                                                              March 31,              December 31, 
                                                                1998                     1997

<S>                                                             <C>                       <C>   
 
Debt:
    Unsubordinated                                            $  5,814.7              $  5,341.5
    Subordinated                                                   582.7                   683.7
                                                              ----------              ----------
           Total debt                                            6,397.4                 6,025.2

  Accounts payable and other liabilities                           860.6                 1,034.7
  Income taxes                                                     407.6                   362.4

 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                                1,339.2                 1,300.9
       Retained earnings                                            27.5
       Component of other cumulative
       comprehensive income:
             Foreign currency translation adjustments              (15.0)                  (12.3)
                                                              ----------              ----------
                                                                 1,366.3                 1,303.2
                                                              ----------              ----------
                                                              $  9,031.9              $  8,725.5
                                                              ==========              ==========


(Amounts in millions except for share data)

</TABLE>


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<TABLE>


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

                        CONSOLIDATED STATEMENT OF INCOME

<CAPTION>


                                                             Three months ended
                                                                 March 31,
                                                             1998           1997

<S>                                                           <C>            <C>    


REVENUES
Finance charges and other fees                           $    167.1     $    123.3
Leasing revenues                                              185.7          189.0
Other                                                          19.5           16.4
                                                         ----------     ----------
                                                              372.3          328.7
EXPENSES
Interest and debt expense                                      94.3           81.9
Depreciation on equipment held for lease                       67.5           67.5
Provision for losses on receivables                            13.6            3.6
Salaries and other operating expenses                         155.2          121.5
                                                         ----------     ----------
                                                              330.6          274.5
                                                         ----------     ----------
                                                               41.7           54.2

Income taxes                                                   14.2           19.1
                                                         ----------     ----------

Income from continuing operations
   and net income                                        $     27.5     $     35.1
                                                         ==========     ==========

Ratio of earnings to fixed charges                             1.41           1.61
                                                               ====           ====


(Amounts in millions)

</TABLE>



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<TABLE>



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

                      CONSOLIDATED STATEMENT OF CASH FLOWS


<CAPTION>


                                                                             Three months ended
                                                                                   March 31,
                                                                             1998           1997

<S>                                                                           <C>            <C>   


OPERATING ACTIVITIES
Income from continuing operations                                        $     27.5     $     35.1
Adjustments to reconcile income from continuing
           operations to net cash provided by
           operating activities:
      Depreciation and amortization                                          72.8           72.8
      Provision for losses on receivables                                    13.6            3.6
      Amortization of discount on long-term debt                              2.9            2.6
      Change in accounts payable and other liabilities                     (166.7)          70.3
      Change in income taxes payable                                         50.1           12.7
      Other                                                                 181.0          (90.9)
                                                                        ---------     ----------
      Net cash provided by operations                                       181.2          106.2


INVESTING ACTIVITIES
    Finance receivables originated                                         (4,791.9)      (4,234.4)
    Finance receivables collected                                           4,582.7        3,851.7
    Purchase of property and equipment                                        (86.9)         (75.9)
    Sales of property and equipment                                            36.3           29.0
    Proceeds from the portfolio sales of and cash
           transactions with discontinued operations                           (7.2)         405.3
    Purchase of finance receivables from
           Whirlpool Financial Corporation                                   (351.9)
    Other                                                                      (2.6)          (6.3)
                                                                          ---------     ----------

         Net cash used by investing activities                               (621.5)         (30.6)

FINANCING ACTIVITIES
  Proceeds from debt financing                                                956.8        2,193.3
  Payments of debt                                                           (590.2)      (2,551.4)
  Capital contributions from parent                                            38.3
  Cash dividends paid                                                                        (64.1)
                                                                          ---------     ----------
        Net cash provided (used) by investing activities                      404.9         (422.2)
                                                                          ---------     ----------
 Decrease in cash and cash
    equivalents                                                               (35.4)        (346.6)
  Cash and cash equivalents at beginning
    of year                                                                    70.1          398.5
                                                                          ---------     ----------
  Cash and cash equivalents at end of period                              $    34.7     $     51.9
                                                                          =========     ==========

(Amounts in millions)


</TABLE>

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<TABLE>


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

                   CONSOLIDATED STATEMENT OF RETAINED EARNINGS


<CAPTION>


                                                      Three months ended
                                                           March 31,
                                                   1998                1997

<S>                                                 <C>                 <C>    


Balance at beginning of year                      $               $  117.7
Net income                                            27.5            35.1
Dividends                                                            (64.1)
                                                  --------        --------
Balance at end of period                          $   27.5        $   88.7
                                                  ========        ========


</TABLE>


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

<TABLE>

                     REVENUES AND INCOME BY LINE OF BUSINESS

<CAPTION>

                                            Three months ended March 31,
                                         Revenues                   Income
                                      1998       1997        1998          1997                                       
                                                  (Amounts in millions)
<S>                                    <C>        <C>         <C>           <C>    



Commercial lending                  $  164.6   $  117.4   $   18.0   $   21.2
Leasing                                203.2      207.7       15.6       15.8
Other                                    4.5        3.6       (2.7)       1.3
Amortization of goodwill                                      (3.4)      (3.2)
                                    --------   --------   --------   --------
                                    $  372.3   $  328.7   $   27.5   $   35.1
                                    ========   ========   ========   ========

</TABLE>


Commercial Lending


     Commercial  lending  net  income  for the first  quarter  of 1998 was $15.1
million compared to $18.5 million for the first quarter of 1997. Income,  before
the amortization of goodwill,  for the first quarter of 1998 was $18 million,  a
decrease of $3.2 million (15%) from the first quarter of 1997. Operating results
for the 1998  period  included  a $3.2  million  operating  loss from the retail
businesses  (which consist of the credit card portfolio  acquired from Whirlpool
Financial  Corporation  in 1998 and the retained  residential  mortgage  lending
businesses), a $2.1 million after tax charge for losses and the restructuring of
the insurance premium finance business, and a $2.1 million after tax gain on the
sale and  securitization  of $300  million of floorplan  receivables.  The first
quarter of 1997 operating  results  included a $3.2 million tax benefit from the
resolution  of prior  years'  tax  matters.  A higher  net  margin due to higher
average  receivables  owned and  serviced in the first  quarter of 1998 and a $3
million tax benefit from the resolution of prior year tax matters were offset in
part  by  higher  operating  expenses  and a  higher  provision  for  losses  on
receivables.


         Revenues in the first  quarter of 1998  increased  $47.2  million (40%)
over the first quarter of 1997  principally as a result of growth in average net
receivables outstanding owned and serviced.


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     Interest expense  increased $7.5 million (18%) in the first quarter of 1998
due to a higher  average  interest  rate on  borrowings  and to  higher  average
outstanding  debt as a result of growth in average  net  receivables.  Operating
expenses  rose $34.7  million (80%) in the first quarter of 1998 compared to the
first quarter of 1997 mainly as a result of costs related to the  integration of
the Whirlpool Financial operations and higher business volume. The provision for
losses on  receivables  increased  $10 million due  primarily  to higher  credit
losses  relating  to the retail  portfolio  and  additional  provisions  for the
insurance premium finance  portfolio.  Credit losses,  net of recoveries,  on an
annualized  basis as a percentage of average net  receivables  outstanding  were
0.57% for the first  quarter of 1998  compared to 0.17% for the first quarter of
1997.

         Net  commercial  finance  receivables  outstanding  at March  31,  1998
increased  $858.6  million  (24%)  from  December  31,  1997.  The  increase  in
receivables was largely a result of a decision not to sell the insurance premium
finance operation and the reclassification of those receivables from assets held
for sale to finance  receivables,  and the acquisitions during the first quarter
of 1998 of the retail finance  business and most of the remaining  international
assets from Whirlpool  Financial  Corporation  which amounted to $352 million in
net  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. The total purchase
price was $1.3 billion in cash subject to post closing  adjustments.  During the
first quarter of 1998 the distribution  finance  operation also securitized $300
million of floorplan finance receivables.

         Management  has  established  an allowance for losses equal to 2.37% of
net commercial finance receivables  outstanding as of March 31, 1998 compared to
2.35% at December 31, 1997.

     Delinquent  receivables,  which are defined as  instalments  for  inventory
finance and asset based lending  receivables  more than 60 days past due and the
outstanding  loan balance for all other  receivables more than 60 days past due,
were $39.1 million (0.84% of receivables outstanding) at March 31, 1998 compared
to $18 million (0.48% of receivables outstanding) at December 31, 1997.

         Nonearning  receivables,  which are defined as balances from  borrowers
that are over 90 days delinquent or at such earlier time as full  collectibility
becomes doubtful, were $41.8 million (0.90% of receivables outstanding) at March
31,  1998  compared  to $26.4  million  (0.71% of  receivables  outstanding)  at
December 31, 1997.

     The increase in both  nonearning  and  delinquent  receivables at March 31,
1998 was 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 and nonearning insurance premium
finance receivables at December 31, 1997 were $14.2 million and $7.5 million.


Leasing


         In the first quarter of 1998, the leasing operation reported net income
of $15.1 million compared to $15.3 million in the first quarter of 1997. Leasing
income,  before the  amortization  of goodwill,  was $15.6  million in the first
quarter of 1998 compared to $15.8 million in the first quarter of 1997. Earnings
for 1998 were lower as a result of a smaller  fleet size and fewer units on hire
in the rail trailer  business and lower  earnings  from the  structured  finance
business due to  tightening  interest  rate  spreads.  Offsetting  some of these
decreases in earnings were  favorable  results from standard  containers  due to
lower ownership and operating costs resulting from a smaller fleet.

         Revenue for the first  quarter of 1998  decreased  $4.5 million (2%) as
compared  to the  first  quarter  of 1997.  Revenue  decreased  in the  standard
container and rail trailer  businesses  due to lower per diem rates and to fewer
units  on  hire  resulting  from  smaller  fleets.  Partially  offsetting  these
decreases were higher revenues from European trailer due to a larger fleet size.

         Expenses  for the first  quarter of 1998  decreased  $4.2  million (2%)
mainly due to lower  ownership and  operating  costs  associated  with a smaller
fleet of standard containers and rail trailers.

         The  combined   utilization   of  standard   containers,   refrigerated
containers,  domestic  containers,  tank containers and chassis averaged 79% for
the first  quarter of 1998  compared to 78% in the first  quarter of 1997.  Rail
trailer utilization was 79% for the first quarter of 1998 compared to 83% in the
first  quarter  of 1997.  European  trailer  utilization  was 90% for the  first
quarter of 1998 compared to 91% in the first quarter of 1997.

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Other


         Other  operating  results for the first three months of 1998  decreased
$4.0  million  as  compared  to the first  quarter  of 1997.  The  decrease  was
primarily  due  to the  manner  in  which  the  Company  allocates  interest  on
intercompany debt among its subsidiaries.


Discontinued Operations


         In the  first  quarter  of 1998  and  1997  results  from  discontinued
operations were break even.


Comprehensive Income


         In accordance  with Financial  Accounting  Standard No. 130,  Reporting
Comprehensive Income,  comprehensive income for the three months ended March 31,
1998 and 1997 comprised:


<TABLE>

<CAPTION>


                                                      1998              1997
<S>                                                    <C>               <C>    



         Net income                                  $ 27.5            $ 35.1
         Change in foreign currency
                 transaction adjustments               (2.7)             (5.6)
                                                     ------            ------
         Comprehensive income                        $ 24.8            $ 29.5
                                                     ======            ======

</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  Transamerica'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.  The Company does not use derivative financial instruments
for trading or speculative purposes, nor is the Company a party to any leveraged
derivative contracts.

         Derivative financial instruments with a notional amount of $1.2 billion
at March 31, 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 March 31, 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 March 31, 1998 and  December  31, 1997 was a net
benefit of $48.8 million and $39.7 million comprising  agreements with aggregate
gross benefits of $49.8 million and $40.7 million and agreements  with aggregate
gross obligations of $1 million and $1 million.

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

         (a)  Exhibits.

              12       Computation of Ratio Earnings to Fixed Charges
              27       Financial Data Schedule

         (b)  Reports on Form 8-K.

     On  January  16th,  the  Company  reported   effective   January  1,  1998,
principally through its indirect subsidiary  Transamerica  Distribution  Finance
Corporation  that it had completed the acquisition of  substantially  all of the
inventory and retail finance business of Whirlpool  Financial  Corporation for a
total  purchase  price  of  $1.3  billion  in  cash,  subject  to  post  closing
adjustments, which was determined through negotiations with Whirlpool.


                                   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:  May 12, 1998