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, 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 November 8, 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  September 30, 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  a  strategic
review of the Company's  businesses  acquired in connection with the acquisition
of  Transamerica  Corporation  in July  1999  and  that it had  decided  to make
strategic dispositions of these businesses.

       On July 24,  2000,  AEGON  announced  that  general  weakness  within the
commercial  finance  market  had made the  sale of the core  commercial  lending
business  units of the Company less  attractive and that it intended to continue
operating  these units.  Strategic  dispositions of non core units are currently
under consideration.

       On  August  16,  2000,  the  commercial  lending  operation  sold  assets
consisting  of consumer  mortgage  receivables  at their net  carrying  value of
$536.1  million.  On September  28, 2000,  the leasing  operation  sold its tank
container business.  The tank container transaction generated proceeds of $263.7
million and a pretax gain of $5 million ($3.2 million after tax).

       On October 24, 2000,  Leasing's  domestic  products business was sold for
$672.4 million and will result in an after tax gain of approximately $35 million
in the fourth quarter of 2000.

       Proceeds from these asset sales were used to pay down related debt and to
return capital to Transamerica Corporation.

       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>

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

                           CONSOLIDATED BALANCE SHEET

                   (Amounts in millions except for share data)


<CAPTION>

                                                                             September 30,          December 31,
                                                                                 2000                   1999
                                                                            ------------           ------------
<S>                                                                             <C>                    <C>

Assets:
Cash and cash equivalents                                                   $      104.3           $       23.8

Finance receivables                                                              9,026.5                9,434.6
Unearned fees                                                                     (824.3)                (726.0)
Allowance for losses                                                              (157.6)                (144.5)
                                                                            ------------           ------------
                                                                                 8,044.6                8,564.1

Property and equipment,  less  accumulated  depreciation
    of $1,135.8 in 2000 and $1,510 in 1999:
        Land, buildings and equipment                                               41.6                   59.3
        Equipment held for lease                                                 2,060.6                3,020.5
Investments (cost of $80.5 in 2000 and
    $56.7 in 1999)                                                                 146.1                   88.7
Goodwill, less accumulated amortization of
    $182.7 in 2000 and $191.3 in 1999                                              325.9                  409.3
Assets held for sale                                                             2,008.8                   24.5
Other assets                                                                       568.0                  732.6
                                                                            ------------           ------------
                                                                            $   13,299.9           $   12,922.8
                                                                            ============           ============


Liabilities and Stockholder's Equity:
Debt:
        Unsubordinated                                                      $    9,751.3           $    9,295.2
        Intercompany with AEGON affiliates                                         100.0
        Subordinated                                                                84.0                  222.0
                                                                            ------------           ------------

                  Total Debt                                                     9,935.3                9,517.2

Accounts payable and other liabilities                                           1,108.8                1,096.4
Income taxes payable                                                               488.5                  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                                                   1,821.6                1,742.9
    Retained earnings (deficit)                                                    (69.4)                  41.3
    Components of other cumulative
        comprehensive income:
        Net unrealized gain from investments marked to fair value                   42.7                   20.8
        Foreign currency translation adjustments                                   (42.2)                 (13.3)
                                                                            ------------           ------------
                  Total Stockholder's Equity                                     1,767.3                1,806.3
                                                                            ------------           ------------
                                                                            $   13,299.9           $   12,922.8
                                                                            ============           ============

</TABLE>

<PAGE>

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

                      CONSOLIDATED STATEMENT OF OPERATIONS

                          (Dollar amounts in millions)

<CAPTION>

                                                                        Nine months ended                Three months ended
                                                                          September 30,                     September 30,
                                                                      2000             1999              2000          1999
                                                                  ----------        ----------       ----------     ---------
<S>                                                                  <C>               <C>                <C>           <C>

 REVENUES
 Finance charges and other fees                                   $    801.4        $    629.0       $    262.3     $   219.4
 Leasing revenues                                                      511.5             518.0            167.4         173.9
 Gain on sale of business units                                          5.0              15.3              5.0
 Other                                                                 120.3             112.8             39.5          30.6
                                                                  ----------        ----------       ----------     ---------
         Total revenues                                              1,438.2           1,275.1            474.2         423.9

 EXPENSES
 Interest and debt expense                                             457.9             327.5            158.4         108.4
 Depreciation on equipment held for lease                              226.6             222.4             74.7          75.6
 Salaries and other operating expenses                                 514.8             496.1            165.3         164.5
 Provision for expected losses on disposal of business units           231.6                              153.2
 Provision for losses on receivables                                    83.2              60.2             25.3          20.5
                                                                  ----------        ----------       ----------     ---------
         Total expenses                                              1,514.1           1,106.2            576.9         369.0

 Income (loss) before income taxes                                     (75.9)            168.9           (102.7)         54.9
 Income tax provision (benefit)                                        (21.8)             66.1            (33.3)         21.2
                                                                  ----------        ----------       ----------     ---------

 Net income (loss)                                                $    (54.1)       $    102.8       $    (69.4)    $    33.7
                                                                  ==========        ==========       ==========     =========

 Ratio of earnings to fixed charges                                     0.84              1.49
                                                                        ====              ====

</TABLE>



<PAGE>

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

                      CONSOLIDATED STATEMENT OF CASH FLOWS

                              (Amounts in millions)

<CAPTION>

                                                                                           Nine months ended
                                                                                             September 30,
                                                                                          2000             1999
                                                                                      -----------       ----------
<S>                                                                                      <C>              <C>

OPERATING ACTIVITIES
Net income (loss)                                                                     $     (54.1)      $    102.8
Adjustments to reconcile net income (loss)
     to net cash provided by operating activities:
         Depreciation and amortization                                                      254.9            247.0
         Provision for losses on receivables                                                 83.2             60.2
         Change in accounts payable and other liabilities                                    46.6            145.9
         Change in income taxes payable                                                     (11.5)            52.6
         Realized gains on sale of business units                                            (5.0)           (15.3)
         Provision for expected losses
              on disposal of business units                                                 231.6
         Other                                                                               15.1            (46.2)
                                                                                      -----------       ----------
Net cash provided by operating activities                                                   560.8            547.0

INVESTING ACTIVITIES
Finance receivables originated                                                          (22,230.4)       (19,538.9)
Finance receivables collected and sold                                                   20,637.5         18,301.8
Purchase of property and equipment                                                         (192.0)          (319.5)
Sales of property and equipment                                                              83.4             47.9
Proceeds from sale of consumer mortgage receivables                                         536.1
Proceeds from sale of tank containers                                                       263.7
Proceeds from sale of Transamerica HomeFirst                                                                 200.0
Other                                                                                       (22.7)            74.6
                                                                                      -----------       ----------
Net cash used by investing activities                                                      (924.4)        (1,234.1)

FINANCING ACTIVITIES
Proceeds from debt financing                                                              4,781.9          5,382.9
Payment of debt                                                                          (4,359.9)        (4,612.6)
Capital contribution                                                                        298.1             98.8
Cash dividend paid                                                                          (56.6)          (114.7)
Return of capital                                                                          (219.4)
                                                                                      -----------       ----------

Net cash provided by financing activities                                                   444.1            754.4
                                                                                      -----------       ----------

Increase in cash and cash equivalents                                                        80.5             67.3
Cash and cash equivalents at beginning of year                                               23.8             51.2
                                                                                      -----------       ----------
Cash and cash equivalents at end of period                                            $     104.3       $    118.5
                                                                                      ===========       ==========
</TABLE>






<PAGE>

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

              CONSOLIDATED STATEMENT OF RETAINED EARNINGS (DEFICIT)

                              (Amounts in millions)

<CAPTION>

                                                                     Nine months ended
                                                                       September 30,
                                                                   2000             1999
                                                                ---------         --------
<S>                                                                  <C>             <C>

Retained earnings at beginning of year                          $    41.3         $   48.0
Net income (loss)                                                   (54.1)           102.8
Dividend declared and paid                                          (56.6)          (114.7)
                                                                ---------         --------

Retained earnings (deficit) at end of period                    $   (69.4)        $   36.1
                                                                =========         ========
</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  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  a  strategic
review of the Company's  businesses  acquired in connection with the acquisition
of  Transamerica  Corporation  in July  1999  and  that it had  decided  to make
strategic dispositions of these businesses.

       On July 24,  2000,  AEGON  announced  that  general  weakness  within the
commercial  finance  market  had made the  sale of the core  commercial  lending
business  units of the Company less  attractive and that it intended to continue
operating  these units.  Strategic  dispositions of non core units are currently
under consideration.

         On August 16,  2000,  the  commercial  lending  operation  sold  assets
consisting  of consumer  mortgage  receivables  at their net  carrying  value of
$536.1  million.  On September  28, 2000,  the leasing  operation  sold its tank
container business.  The tank container transaction generated proceeds of $263.7
million and a pretax gain of $5 million ($3.2 million after tax).

       On October 24, 2000,  Leasing's  domestic  products business was sold for
$672.4 million and will result in an after tax gain of approximately $35 million
in the fourth quarter of 2000.

       Proceeds from these asset sales were used to pay down related debt and to
return capital to Transamerica Corporation.



<PAGE>

Page 7


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

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

<CAPTION>

                                                        Nine months ended September 30,               Third Quarter
                                                    Revenues                 Income (loss)            Income (loss)
                                               2000           1999         2000         1999          2000       1999
                                            ----------     ----------    -------      --------     --------   --------

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

Commercial lending *                        $    926.2     $    713.7    $ (45.9)     $   90.1     $  (62.3)  $   34.8
Leasing *                                        512.0          537.7        9.4          20.7         (1.6)       4.5
Other                                                            23.7       (4.3)          5.7         (1.4)      (1.2)
Amortization of goodwill                                                   (13.3)        (13.7)        (4.1)      (4.4)
                                            ----------     ----------    -------      --------     --------   --------
                                            $  1,438.2     $  1,275.1    $ (54.1)     $  102.8     $  (69.4)  $   33.7
                                            ==========     ==========    =======      ========     ========   ========
<FN>

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

Commercial Lending

         The commercial  lending  business makes  commercial loans through three
operations:  distribution  finance,  business  credit  and  equipment  financial
services. Commercial lending results for the first nine months and third quarter
of 2000 were losses of $57.7 million and $65.9 million compared to net income of
$77.9 million and $30.9 million for the  comparable  periods of 1999.  Operating
results,  before the  amortization  of  goodwill,  for the first nine months and
third quarter of 2000 declined $136 million (151%) and $97.1 million (279%) from
comparable prior year periods.

         Operating results for the nine months and third quarter ended September
30, 2000  included a charge of $231.6  million  ($159.2  million  after tax) and
$153.2  million  ($101.2  million after tax) resulting from the decision to exit
the consumer  mortgage and insurance  premium  finance  businesses in the second
quarter,  and  the  retail  finance  and  small  business   administration  loan
businesses in the third quarter.  The provisions are primarily for the write-off
of related  goodwill  and for the  reduction  of the net  carrying  value of the
receivable  portfolios to their estimated  realizable value. The net receivables
of these operations  totaling  $2,043.3 million were reclassified to assets held
for sale.  During the third quarter of 2000,  the commercial  lending  operation
sold assets  consisting of consumer  mortgage  receivables at their net carrying
value of $536.1 million.  Operating  results for the first nine months and third
quarter of 2000 included  after tax gains of $12.3 million and $0.7 million from
the sale of a portion of stock  received from the exercise of stock  warrants by
the business  credit  operation.  Also included in the first nine months of 2000
was a $1.7 million after tax charge resulting from  accelerated  amortization of
premiums  from  unwinding  the  $150  million  retail   revolving   credit  card
securitization.  The higher cost of renewing this securitization program was the
primary  factor which led to the decision to no longer  finance the  receivables
off balance sheet. Operating results for the first nine months and third quarter
of 1999 included  after tax gains of $2.6 million and $0.4 million from the sale
of stock  received  from the exercise of stock  warrants.  Also  included in the
operating  results for the nine months ended  September  30, 1999 were after tax
gains of $1.7 million from the sale and  securitization of inventory  floorplan,
equipment lease finance, and retail revolving credit card receivables. Excluding
the above items, commercial lending operating results, for the first nine months
and third quarter of 2000  increased  $16.9 million (20%) and $3.8 million (11%)
over  the  comparable  prior  year  periods.   Higher  average  net  receivables
outstanding contributed to the growth in operating income.

         Revenues in the first nine months and third  quarter of 2000  increased
$212.5 million (30%) and $64.5 million (26%) over the corresponding 1999 periods
principally  as a result of  growth  in  average  net  receivables  outstanding.
Revenues  in the first nine  months and third  quarter  of 2000  included  $19.6
million  and $1.2  million of gains on the sale of stock.  Revenues in the first
nine months and third  quarter of 1999  included $4 million and $0.6  million of
gains on the sale of stock.

<PAGE>

Page 8


         Interest expense increased $138.6 million (60%) and $48.9 million (62%)
in the first nine months and third  quarter of 2000 due to higher  average  debt
levels needed to support receivable growth and a higher average interest rate on
borrowings.  Operating  expenses for the first nine months and third  quarter of
2000  increased  $16.8  million (6%) and $5.3  million (6%) over the  comparable
periods in 1999 mainly as a result of higher business volume.  The provision for
losses on  receivables  for the first  nine  months  and third  quarter  of 2000
increased $23 million (38%) and $4.9 million (24%) from the  corresponding  1999
periods  principally  as  a  result  of  increased   delinquent  and  nonearning
receivables.  Credit  losses,  net of  recoveries,  on an annualized  basis as a
percentage of average commercial finance  receivables  outstanding  (adjusted to
include  receivables in assets held for sale),  net of unearned finance charges,
were .52% for the first  nine  months  and .49% for the  third  quarter  of 2000
compared to .80% and .74% for the comparable periods of 1999.

         Net commercial finance  receivables  outstanding at September 30, 2000,
decreased  $506.4  million (6%) from  December  31, 1999.  During the second and
third  quarters of 2000,  the  commercial  lending  operation  reclassified  its
consumer mortgage, retail finance, insurance premium finance, and small business
administration  loan net  receivables  to  assets  held for  sale.  In the third
quarter  of 2000,  the  Company  sold  consumer  mortgage  receivables  at their
carrying  value of $536.1  million.  Excluding  receivables at December 31, 1999
which were  subsequently  reclassified  to assets held for sale,  net commercial
finance receivables at September 30, 2000 increased by $997.7 million (14%) from
December 31, 1999.  Management has  established an allowance for losses equal to
1.92% of net commercial finance receivables outstanding as of September 30, 2000
compared to 1.66% at December 31, 1999. Effective in the second quarter of 2000,
the policies used for the determination of delinquent and nonearning receivables
for the  International  Structured  Finance  receivables were revised to provide
greater   consistency  among  the  Company's   receivable   portfolios.   It  is
management's view that the new methodology provides a better and more meaningful
assessment of the condition of the portfolio.  Delinquent  and  nonearning  data
presented as of December 31, 1999 has been restated.

         Delinquent receivables are defined as instalments for inventory finance
and business credit asset based lending  receivables  more than 60 days past due
and the  outstanding  loan balance for all other  receivables  over 60 days past
due. At September 30, 2000, delinquent receivables were $103.8 million (1.15% of
receivables  outstanding)  compared  to $139.6  million  (1.48%  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 $146.3 million (1.62% of
receivables outstanding) at September 30, 2000 compared to $136.3 million (1.44%
of receivables  outstanding)  at December 31, 1999.  Delinquency  and nonearning
receivables  at  September  30, 2000  exclude  amounts  related to the  consumer
mortgage,   retail  finance,   insurance  premium  finance  and  small  business
administration receivables due to the reclassification to assets held for sale.

         Assets held for sale as of September 30, 2000 totaled  $1,378.2 million
and consisted of retail finance receivables of $974.9 million, insurance premium
finance  receivables  of $320.8  million,  small  business  administration  loan
receivables of $117.6 million,  consumer mortgage  receivables of $72.7 million,
other  repossessed  assets of $12.8 million and a valuation  allowance of $120.6
million. Assets held for sale at December 31,1999 totaled $7.2 million, net of a
$1.7 million valuation  allowance.  Of the finance  receivables held for sale at
September 30, 2000, $72.5 million (4.88% of receivables held for sale) were more
than 60 days past due and $54.8  million  (3.69% of  receivables  held for sale)
were classified as nonearning.



<PAGE>

Page 9


Leasing

         Leasing  comprises the Company's marine containers and European trailer
operations. Leasing signed agreements in July of 2000 to sell its tank container
and domestic product businesses.  The sale of the tank container business closed
on September 28, 2000 resulting in a gain of $3.2 million after tax. The sale of
the domestic  products business closed on October 24, 2000 and will result in an
after tax gain of  approximately  $35  million  in the  fourth  quarter of 2000.
Leasing had net income for the first nine months of 2000 of $7.8 million and had
a net loss in the third quarter of $2.2 million  compared to net income of $19.2
million and $4.1 million for the comparable prior year periods.

         Operating results,  before the amortization of goodwill,  for the first
nine months of 2000 were income of $9.4 million and a third quarter loss of $1.6
million  compared to income of $20.7 million and $4.5 million for the comparable
prior year periods. Operating results for the first nine months of 2000 included
$9.5  million  in  net  tax  benefits  associated  with a  structured  equipment
financing  of certain  European  trailer  equipment,  a $6.5  million  after tax
valuation  provision on certain European trailer equipment recorded in the third
quarter,  and a $3.2  million  after tax gain on the sale of the tank  container
business  recorded  in the third  quarter.  Results for the first nine months of
1999  included  a $4.9  million  after tax  benefit  from the  termination  of a
leverage  lease.  Excluding  the above  items,  operating  results,  before  the
amortization  of goodwill,  for the first nine months and third  quarter of 2000
were income of $3.2 million and $1.7 million compared to income of $15.8 million
and $4.5 million for the comparable prior year periods.  For both the first nine
months and third quarter of 2000, earnings were negatively impacted year to year
by a  continued  decline  in marine  (special,  dry and  refrigerated)  and tank
containers  per diem  rates and  higher  marine  operating  costs as a result of
higher strategic positioning expenditures.  Lower earnings were also experienced
in rail trailers due to lower rail units on-hire. Additionally, European trailer
experienced  lower  earnings  as a result  of lower per diem  rates  and  higher
operating costs.

         Revenues for the first nine months and third quarter of 2000  decreased
$25.7  million  (5%) and $14.1  million  (8%) versus the  comparable  prior year
periods. Included in the revenues for the first nine months and third quarter of
2000 are a $5 million gain on the sale of the tank container  business and a $10
million  valuation  provision on certain European trailer  equipment.  Excluding
these  items,  revenues  for the first  nine  months  and third  quarter of 2000
decreased $20.7 million (4%) and $9.1 million (5%) versus  comparable prior year
periods. For both the first nine months and third quarter of 2000, 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.  Lower revenue was also
experienced in European  trailer as a result of lower per diem rates.  Partially
offsetting  these decreases were higher revenues from a larger chassis fleet and
more on-hire units.

       Expenses  for the first nine months of 2000  increased  $8.6 million (2%)
over the comparable  prior year period  primarily as a result of the movement of
dry  container  equipment  to meet  anticipated  demand in the Asian  market and
higher ownership costs associated with a larger chassis fleet.  Higher operating
expenses  were  experienced  in European  trailer as a result of a larger fleet.
Expenses  for the third  quarter  of 2000  decreased  $4  million  (2%) over the
comparable prior year period primarily as a result of Leasing's sale of the tank
container business.

         The utilization of marine containers was 77% and 79% for the first nine
months and third  quarter  of 2000  compared  to 74% and 75% for the  comparable
prior year periods.  European trailer  utilization was 82% and 83% for the first
nine months and third quarter 2000 compared to 80% for the comparable prior year
periods. Domestic products utilization was 92% and 91% for the first nine months
and third quarter of 2000 compared to 94% and 93% for the comparable  prior year
periods.

         Assets held for sale at September 30, 2000 totaled $630.6  million,  of
which $606.9 million  related to equipment held for lease,  accounts  receivable
and other assets of the domestic products  business.  Leasing's domestic product
business was sold on October 24, 2000. Assets held for sale at December 31, 1999
totaled $17.3 million.



<PAGE>

Page 10


Other

         The  decline  in the  results  in other  operations  for the first nine
months of 2000  compared to the first nine months of 1999 was primarily due to a
$15.3 million ($11 million after-tax) gain on the sale of Transamerica HomeFirst
in June 1999.

Comprehensive Income

         In accordance  with Financial  Accounting  Standard No. 130,  Reporting
Comprehensive Income,  comprehensive income (loss) for the nine months and third
quarter ended September 30, 2000 and 1999 comprised (amounts in millions):
<TABLE>
<CAPTION>

                                                                Nine months ended              Three months ended
                                                                  September 30,                   September 30,
                                                            2000                1999            2000        1999
                                                          --------           ---------       ---------    --------
<S>                                                           <C>                <C>              <C>         <C>

 Net income (loss)                                        $  (54.1)          $   102.8       $   (69.4)   $   33.7
 Other comprehensive income, net of tax:
     Unrealized gains arising during
         the period from
         investments marked to fair value                     34.2                 2.6            19.3         0.4
     Reclassification adjustment for realized (gains)
         losses included in net income (loss)                (12.3)               (2.6)           (0.7)       (0.4)
     Foreign currency translation adjustments                (28.9)               (5.2)          (10.3)        8.5
                                                          --------           ---------       ---------    --------
 Comprehensive income (loss)                              $  (61.1)          $    97.6       $   (61.1)   $   42.2
                                                          ========           =========       =========    ========
</TABLE>

Derivatives

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

         Derivative financial instruments with a notional amount of $2.2 billion
at September  30, 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 September  30, 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 September 30, 2000 and December 31,
1999  was  a net  obligation  of  $0.6  million  and  $20.6  million  comprising
agreements with aggregate  gross  obligations of $10.1 million and $28.2 million
and agreements with aggregate gross benefits of $9.5 million and $7.6 million.

New Accounting Standard

         In June 1998, the Financial Accounting Standards Board issued Statement
of  Financial   Accounting   Standards  No.  133,   "Accounting  for  Derivative
Instruments  and Hedging  Activities"  ("FAS No. 133").  FAS No. 133 establishes
accounting  and  reporting  standards   requiring  all  derivative   instruments
(including  certain  derivative  instruments  embedded  in other  contracts)  be
recorded in the balance  sheet as either an asset or  liability  measured at its
fair value.  FAS No. 133 requires that changes in a  derivative's  fair value be
recognized  currently in earnings unless specific hedge accounting  criteria are
met. Special  accounting for qualifying  hedges allows a derivative's  gains and
losses to offset the related results of the hedged item in the income statement.


<PAGE>

Page 11


         The  Company  will adopt FAS No. 133 on January 1, 2001.  There are two
areas where the adoption of FAS No. 133 will impact the Company.  First, we have
derivatives,  mostly  interest  rate swaps,  which are used in  connection  with
managing the interest rate risk of our debt portfolio.  We believe substantially
all of our debt related  derivatives will qualify as hedges. In adopting FAS No.
133,  the Company  may elect not to  designate  some or all of its  instruments,
which are ineligible for the "short cut method", as hedges in order to avoid the
onerous  requirement to continually assess the effectiveness of the hedges. This
would require these instruments to be marked to market through  earnings.  We do
not expect  adoption  of FAS No. 133 to have a material  impact on  earnings  or
equity  with  respect  to these  instruments.  Second,  under FAS No.  133 stock
warrants that we receive in connection with our technology  finance business may
be  considered  derivatives  under FAS No. 133,  which would  require  that such
instruments  be recorded on the balance  sheet and marked to market  through the
income statement.

         A  detailed  analysis  of each  stock  warrant  is being  performed  to
determine if the numerous  requirements  of FAS No. 133 have been met to qualify
the  instrument as a  derivative.  We are also  pursuing  strategies,  including
exercise of the warrant before the initial public  offering of the issuer of the
warrant,  which would minimize the  volatility  that FAS No. 133 may have on our
earnings. Based on our analysis to date of the Company's warrant and derivatives
portfolios,  had we adopted FAS No. 133 at  September  30,  2000,  the  positive
cumulative  effect of this change in accounting  on earnings  would have been in
the range of $10 million to $25 million after tax. However,  the final impact of
adoption of FAS No. 133 with respect to these instruments will be dependent upon
conditions  in the equity and debt markets at the time of  adoption,  as well as
the outcome with  respect to the  aforementioned  strategies  we are pursuing to
minimize volatility.


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)




Rosario A. Perrelli
Executive Vice President and Chief Financial Officer
(Chief Accounting Officer)

Date:    November 9, 2000