November 14, 1997



Securities and Exchange Commission
Judiciary Plaza Office Building
450 Fifth Street, N.W.
Washington, D.C.  20549

ATTN:  Document Control *EDGAR*

Ladies/Gentlemen:

         Accompanying this letter is one copy of Form 10-Q, Quarterly Report for
the  quarterly  period  ended  September  30,  1997,  for  Transamerica  Finance
Corporation.

         One  complete  copy of this report is being  forwarded  to the New York
Stock Exchange.

Very truly yours,

Burton E. Broome
Vice President and  Controller


cc:  New York Stock Exchange











<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, 1997


                     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 October 31, 1997: 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, 1997 and 1996,  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,  1996.  The  financial  information  presented in the  financial  statements
included in this report  reflects  all  adjustments,  consisting  only of normal
recurring  accruals,  which are, in the opinion of  management,  necessary for a
fair  statement of results for the interim  periods  presented.  Results for the
interim  periods are not  necessarily  indicative  of the results for the entire
year for most of the Company's businesses.

     On September  18, 1997,  Transamerica  announced a definitive  agreement to
acquire  approximately  $1.23 billion of net receivables and other assets of the
inventory financing,  consumer financing and international  factoring businesses
of Whirlpool Financial  Corporation for a total purchase price of $1.35 billion,
subject  to  final  closing  adjustments.  On  October  16,  1997,  Transamerica
announced  that  it  had  completed  the  acquisition  of  Whirlpool   Financial
Corporation's  inventory  finance  business  in the  United  States,  Canada and
Mexico, as well as its international  factoring business in Argentina,  for $759
million  in  cash.  The  acquisition  of most  of the  remaining  assets  of the
international  factoring  operations  was  completed  by November  3, 1997,  for
approximately  $170 million in cash. The  acquisition  of the consumer  finance
business,  including Whirlpool Financial National Bank, a credit card bank, will
close  separately upon receipt of appropriate  regulatory  approval.  

     On June 23, 1997, the Company's parent, Transamerica Corporation,  sold its
branch based consumer lending  operation as part of its strategy to redeploy its
capital while moving ahead with a plan to build a new,  centralized  real estate
secured lending  operation.  Gross proceeds from the sale were $3.9 billion,  or
$1.1 billion after repayment of associated debt. As a result of the sale, second
quarter  results  included an after tax gain of $275  million  after taking into
account write downs of  intangibles  and other items.  In addition,  real estate
secured loans, non real estate secured loans and foreclosed properties and other
repossessed  assets  with a  carrying  value  of  $171.5  million  remain  as of
September 30, 1997 which will be sold or liquidated separately. In October 1997,
Transamerica  Corporation  completed  the  sale of  another  $158.7  million  of
contractual  finance  receivables and foreclosures in process for gross proceeds
of $117.8 million subject to closing adjustments.

         Effective  June 30, 1997, a merger was  effected  between  Transamerica
Finance Corporation and its immediate parent,  Transamerica Finance Group, Inc.,
in which Transamerica Finance Corporation was the surviving  corporation.  Among
other things,  the merger resulted in the  contribution by Transamerica  Finance
Group,  Inc. of its investment in an insurance  premium  finance  business along
with several other small subsidiaries to the Company. The transfer was accounted
for as a pooling of interest and all periods presented have been restated.

                              * * * * *

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



<PAGE>


Page 3
<TABLE>

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

                   (Amounts in millions except for share data)

<CAPTION>
                                                           September 30,          December 31,
                                                                   1997                   1996

                                                                                    (Restated)
<S>                                                         <C>                    <C>     
Assets:
Cash and cash equivalents                                   $      43.3            $     429.4

Finance receivables                                             4,710.8                8,697.9
         Less unearned fees ($326.2 in 1997 and
            $437.6 in 1996) and allowance for losses              423.9                  794.1

                                                             ----------             ----------
                                                                4,286.9                7,903.8

Property and equipment  less  accumulated  depreciation 
 of $1,146.6 in 1997 and $1,025 in 1996:
         Land, buildings and equipment                             27.5                   75.1
         Equipment held for lease                               3,115.0                3,118.5
Goodwill, less accumulated amortization of
   $151.8 in 1997 and $142.2 in 1996                              364.8                  371.1
Assets held for sale                                              171.5                   86.5
Other assets                                                      574.4                  660.7
                                                             ----------             ---------- 
                                                            $   8,583.4              $12,645.1

                                                             ==========             ==========
Liabilities and Stockholder's Equity:
Debt:
         Unsubordinated                                     $   5,310.1            $   8,974.7
         Subordinated                                             804.9                  904.6

                                                             ----------             ----------
                  Total debt                                    6,115.0                9,879.3

Accounts payable and other liabilities                            858.6                  786.7
Income taxes payable                                              347.5                  244.7
Stockholder's equity:
         Preferred stock --authorized, 250,000
              without par value; none issued
         Common stock--authorized, 2,500,000
              shares of $10 par value; issued and
              outstanding 1,464,285 shares                         14.6                   14.6
         Additional paid-in capital                             1,255.7                1,602.6
         Retained earnings                                                               117.7
         Net unrealized gain from investments marked 
              to fair value                                                                2.7
         Foreign currency translation adjustments                  (8.0)                  (3.2)
                                                             ----------             ----------
                  Total stockholder's equity                    1,262.3                1,734.4
                                                             ----------             ----------
                                                            $   8,583.4            $  12,645.1
                                                             ==========             ==========
</TABLE>


<PAGE>


Page 4

<TABLE>

                                     TRANSAMERICA FINANCE CORPORATION AND SUBSIDIARIES

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

                                             CONSOLIDATED STATEMENT OF INCOME (LOSS)
                                                   (Dollar amounts in millions)

<CAPTION>
                                                         Nine months ended               Three months ended
                                                             September 30,                    September 30,

                                                     1997             1996            1997             1996
                                                                 (Restated)                       (Restated)
<S>                                           <C>               <C>               <C>              <C> 
REVENUES
         Finance charges                      $     633.5       $   903.1         $  142.2         $ 296.5
         Leasing revenues                           565.3           496.7            194.8           168.5
         Gain on sale of consumer
              lending branch operation              469.0
         Other                                       74.4            52.9             28.9            16.0
                                               ----------        --------          -------          ------
                  Total revenues                  1,742.2         1,452.7            365.9           481.0

EXPENSES
         Interest and debt expense                  362.4           453.6             94.4           149.0
         Depreciation on equipment
              held for lease                        205.6           182.9             70.4            62.0
         Salaries and other
              operating expenses                    490.4           495.7            138.0           169.7
         Provision for losses
              on receivables and
              assets held for sale                   48.0           249.6              3.0           148.1
                                               ----------        --------          -------          ------
                  Total expenses                  1,106.4         1,381.8            305.8           528.8

Income before income taxes                          635.8            70.9             60.1           (47.8)
Income taxes                                        258.6            21.9             24.1           (22.1)
                                               ----------        --------          -------          ------

Net income                                    $     377.2       $    49.0         $   36.0         $ (25.7)
                                               ==========        ========          =======          ======
 
Ratio of earnings to fixed charges                   2.66            1.15
                                                     ====            ====
</TABLE>


<PAGE>



Page 5
<TABLE>

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

                                                                        Nine months ended
                                                                            September 30,
                                                                        1997            1996
                                                                                   (Restated)
<S>                                                              <C>              <C>       
OPERATING ACTIVITIES
         Net income                                              $     377.2      $     49.0
         Adjustments to reconcile net income to
              net cash provided by operating activities:
                 Gain on sale of Consumer Lending
                    branch operation                                  (275.0)
                  Depreciation and amortization                        224.9           205.6
                  Provision for losses on receivables
                      and assets held for sale                          48.0           249.6
                  Change in accounts payable and other
                      liabilities                                      221.0            67.3
                  Change in income taxes payable                        39.8           (24.4)
                  Other                                               (206.3)           33.3
                                                                  ----------       ---------

         Net cash provided by operating activities                     429.6           580.4


INVESTING ACTIVITIES
         Finance receivables originated                            (16,681.0)      (13,769.9)
         Finance receivables collected and sold                     16,819.8        13,541.3
         Purchase of property and equipment                           (268.3)         (391.0)
         Sales of property and equipment                                94.8           160.6
         Proceeds from sale of Consumer Lending branch
              operation to Household International, Inc.             3,860.0

         Other                                                         (27.4)           73.9
                                                                  ----------       ---------

         Net cash provided (used) by
         investing activities                                        3,797.9          (385.1)

FINANCING ACTIVITIES
         Proceeds from debt financing                                3,266.7         4,348.1
         Payments of debt                                           (7,024.2)       (4,409.7)
         Dividends and capital transactions
            with parent                                               (856.1)          (81.4)
                                                                  ----------       ---------

Net cash used by financing activities                               (4,613.6)         (143.0)
                                                                  ----------       ---------
         Increase (decrease) in cash and
              cash equivalents                                        (386.1)           52.3
         Cash and cash equivalents at beginning
              of year                                                  429.4             8.0
                                                                  ----------       ---------

         Cash and cash equivalents at end of period              $      43.3      $     60.3
                                                                  ==========       =========

</TABLE>



<PAGE>




Page 6


                TRANSAMERICA FINANCE CORPORATION AND SUBSIDIARIES

                   CONSOLIDATED STATEMENT OF RETAINED EARNINGS
                                (Amounts in millions)



                                                        Nine months ended
                                                             September 30,

                                                        1997             1996
                                                                      (Restated)

   
Balance at beginning of year .....                    $  117.7         $  272.7
Net income ................................              377.2             49.0
Dividends ..................................            (494.9)           (92.7)
                                                       -------          -------

Balance at end of period ...........                  $   -            $  229.0
                                                       =======          =======



<PAGE>




Page 7



Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations

<TABLE>


                                                                REVENUES AND INCOME BY LINE OF BUSINESS
<CAPTION>

                                          Nine months ended September 30,                        Third Quarter
                                      Revenues                       Income                      Income (Loss)
                                 1997         1996           1997           1996               1997            1996
(Amounts in millions)                    (Restated)                    (Restated)                         (Restated)


<S>                      <C>           <C>             <C>            <C>                  <C>           <C>      
Commercial lending         $    361.4   $    319.7      $    63.1      $   54.5            $   21.2       $   21.8
Consumer lending                749.8        579.2          276.5         (52.6)                1.5          (65.7)
Leasing                         619.0        548.6           45.6          59.7                17.3           22.0
Unallocated items                12.0          5.2            1.9          (2.8)               (0.5)          (0.5)
Amortization of goodwill                                     (9.9)         (9.8)               (3.5)          (3.3)
                            ---------    ---------       --------       -------             -------        -------
                           $  1,742.2   $  1,452.7      $   377.2      $   49.0            $   36.0       $  (25.7)
                            =========    =========       ========       =======             =======        =======

</TABLE>




<PAGE>





Page 8


Commercial Lending

         Commercial  lending  net  income  for the first  nine  months and third
quarter of 1997 was $55.1  million and $18.5  million  compared to $46.3 million
and $19.1 million for the comparable periods of 1996. Commercial lending income,
before the amortization of goodwill, for the first nine months and third quarter
of 1997  increased  $8.6 million (16%) and  decreased  $600,000 (3%) from 1996's
first nine months and third  quarter.  The first nine months  increase  resulted
primarily from (1) the inclusion in the first quarter 1997 of a $3.2 million tax
benefit from the  satisfactory  resolution of prior years' tax matters,  (2) the
inclusion  in the  first  quarter  of 1996  of the  effect  of  after  tax  loss
provisions of $2.5 million on a contested  account and for settlement of a legal
matter and (3) higher average net receivables outstanding in 1997. These factors
more than offset the  inclusion  in the third  quarter of 1996 of a $4.5 million
benefit from the resolution of previously  disputed  issues relating to the 1995
sale of certain  operating  assets.  The decrease in the third quarter  resulted
primarily from the effect of the $4.5 million benefit described above which more
than offset the positive  impact in the third quarter of 1997 of higher  average
net receivables outstanding.

         Revenues in the first nine months and third  quarter of 1997  increased
$41.7 million (13%) and $14.4 million (13%) over the corresponding 1996 periods.
Higher average net receivables  outstanding  more than offset a decline in yield
due to increased competition.

         Interest  expense  increased $20.5 million (19%) and $7.9 million (22%)
in the first nine months and third quarter of 1997  principally  due to a higher
average debt level needed to support receivables growth.  Operating expenses for
the first nine months and third quarter of 1997  increased $7.3 million (6%) and
$3.7 million (9%) primarily as a result of higher levels of business  volume and
outstanding  receivables.  The provision for losses on receivables for the first
nine months and third  quarter of 1997  increased  $2.1  million  (25%) and $2.4
million  (891%) from the  corresponding  1996  periods.  The 1996 first  quarter
included a $2.9 million ($1.7 million after tax) reserve  established on a major
impaired account in the insurance premium finance  portfolio.  The third quarter
increase in the loss provision was primarily  attributable  to the third quarter
1996 reversal of reserves no longer required due to the collection of previously
reserved  receivables  in  the  liquidating  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 0.14% for the
first nine months and 0.12% for the third  quarter of 1997 compared to 0.07% and
0.03% for the comparable periods in 1996.

         Net commercial  finance  receivables  outstanding  were $3.9 billion at
September 30, 1997 an increase of $213.8 million (6%) from December 31,1996.  In
1997, the distribution finance operation purchased for cash a portfolio of floor
plan finance  receivables with a total net outstanding  balance of approximately
$115 million and  securitized and sold  approximately  $227 million of a pool of
floor plan finance receivables.  The insurance premium finance operation reduced
the level of pooled  securitized  receivables  by $75 million  ($400  million at
September 30). Management has established an allowance for losses equal to 2.23%
of net  commercial  finance  receivables  outstanding  as of September  30, 1997
compared to 2.22% at December 31, 1996.

         Delinquent receivables 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  over 60 days  past due.
Delinquent receivables were $19.4 million (0.48% of receivables  outstanding) at
September 30, 1997 compared to $17.3 million (0.46% of receivables  outstanding)
at December 31, 1996.


<PAGE>


Page 9


         Nonearning  receivables are defined as balances from borrowers that are
more than 90 days delinquent or sooner if it appears doubtful they will be fully
collectible.  Accrual of finance charges is suspended on nonearning  receivables
until such time as past due amounts are collected.  Nonearning  receivables were
$30.8 million (0.76% of receivables  outstanding) at September 30, 1997 compared
to $21.4 million (0.56% of receivables outstanding) at December 31, 1996.

Consumer Lending

     Consumer  finance net income for the first nine months and third quarter of
1997 was $276.1 million and $1.1 million.  Operating income (excluding  goodwill
amortization)  for the same periods was $276.5  million and $1.5 million.  Third
quarter  earnings  comprise  the results of the  continuing  businesses  and the
liquidating operations.  The branch based consumer lending operation was sold in
the second  quarter of 1997.  Prior to  completing  the sale of the branch based
operation,  the consumer finance  operation  reported  breakeven results for the
1997  periods.  The sale  resulted  in an after tax gain of $275  million  after
taking into account writedowns of intangibles and other items. In the first nine
months and third quarter of 1996, the consumer lending  operation had net losses
of $52.6 million and $65.8 million.

         Revenues  increased  $170.6  million (29%) for the first nine months of
1997 over the  comparable  period of 1996.  This increase was due primarily to a
$469 million pre-tax gain on the sale of the  branch-based  lending  business in
the second quarter of 1997 offset in part by lower finance  charges due to lower
average  receivables  outstanding which resulted  primarily from the sale of the
branch based  consumer  lending  operation  and sale of various loan  portfolios
during the first six  months of 1997.  For the third  quarter  of 1997  revenues
decreased $157.6 million (84%) from the third quarter of 1996. This decrease was
due primarily to lower average receivables  outstanding which resulted primarily
from the  sales of  receivables  during  the first  six  months of 1997,  offset
partially by a $5 million pretax settlement of a claim on a prior year portfolio
acquisition  and by an $8.5  million  pretax  gain on the sale  (with  servicing
rights  retained) of certain  continuing  business loan  portfolios in the third
quarter of 1997.

         Interest  expense for the first nine  months and third  quarter of 1997
decreased  $116.9 million (52%) and $67.7 million (91%) from the comparable 1996
periods. Other operating expenses for the first nine months and third quarter of
1997 decreased  $69.5 million (35%) and $55.7 million (75%) compared to the 1996
periods.  The provision for losses on receivables  for the first nine months and
third quarter of 1997  decreased  $203.7 million (84%) and $147.6 million (100%)
compared to the same periods a year ago. All declines  were due primarily to the
sale on June 23, 1997 of the branch-based lending business.

         Transamerica  has  commenced  building a new  centralized  real  estate
secured lending  operation.  As part of this plan, at September 30, 1997,  there
were $71 million of net  consumer  finance  receivables  relating to  continuing
operations. This was a reduction of $109.4 million from June 30, 1997 reflecting
the sale with servicing  rights retained of $169.5 million of receivables in the
third quarter.

         Delinquent continuing operations finance receivables, which are defined
as  receivables  contractually  past due 60 days or more,  were $6.7  million at
September  30,  1997  (9.13% of finance  receivables  outstanding).  This was an
increase over the $2.9 million  (1.57% of finance  receivables  outstanding)  at
June 30, 1997. The increase reflects a seasoning of a relatively new portfolio.

         For continuing business accounts, accrual of interest and other finance
charges is suspended on accounts that become contractually past due more than 90
days.  At  September  30,  1997 such  nonearning  receivables  amounted  to $4.7
million.  Payments  received on accounts while in non accrual status are applied
to principal and interest income according to the terms of the loan.

     Management has established an allowance for losses of $5.7 million equal to
8.05% of net consumer finance  receivables  outstanding at September 30, 1997 on
continuing businesses.  At June 30, 1997 the allowance was $5.2 million or 2.90%
of net consumer finance receivables. The increase in the percent of net consumer

<PAGE>

Page 10

finance  receivables is due primarily to lower  outstandings as a result of the
sale of a portion of the continuing business portfolio during the quarter.

         Assets held for sale at September  30,  1997,  totaled  $171.5  million
reflecting  the net  carrying  value of $208.3  million of  contractual  finance
receivables  of which $139.9  million is 60 days or more past due, $30.4 million
of foreclosures in process and $15.9 million of repossessed assets.  Assets held
for sale at June 30,  1997 were  $189.5  million.  Early in the fourth  quarter,
finance  receivables  and  foreclosures  in process of $158.7 million were sold.
Gross proceeds were $117.8 million  subject to closing  adjustments.  Management
intends to continue its efforts to dispose of this portfolio.

         Factors such as economic conditions,  competition, and the state of the
real  estate  market all affect  trends in  receivable  levels,  credit  losses,
delinquencies, accounts in foreclosure and repossessed assets.

Leasing

         Leasing net income for the first nine months and third  quarter of 1997
was $44 million and $16.8  million  compared to $58.1  million and $21.5 million
for the first nine months and third quarter of 1996. Leasing income,  before the
amortization of goodwill,  was $45.6 million and $17.3 million in the first nine
months and third  quarter of 1997  compared to $59.7  million and $22 million in
the corresponding periods of 1996.

         Leasing income, before the amortization of goodwill, for the first nine
months and third quarter of 1997 decreased  $14.1 million (24%) and $4.7 million
(21%) from the first nine months and third quarter of 1996.  Lower  earnings for
both the first nine  months and third  quarter of 1997  resulted  from lower per
diem rates and lower standard  container  utilization caused by an industry over
capacity  of  equipment,  and from  lower  gains  from  sales  of used  standard
containers.  Partially  offsetting these declines were improved  earnings in the
rail trailer,  refrigerated,  tank and domestic  containers and European trailer
lines, mainly associated with increased on-hire units.

     Revenue for the first nine months and third quarter of 1997 increased $70.4
million  (13%) and $25.6  million  (14%)  versus the first nine months and third
quarter of 1996.  The revenue  increases  were due to a larger  on-hire fleet of
standard, refrigerated and tank containers and chassis primarily associated with
the October 1996  acquisition of Trans Ocean Ltd. which increased the fleet size
approximately  25%.  Revenue also increased due to a larger portfolio of finance
leases and more on-hire  European  trailers.  Partially  offsetting the increase
were lower revenues from  decreased  rental rates and  utilization  for standard
containers  and  refrigerated  containers  primarily  due to an over capacity of
equipment.  The rail trailer  operation  also reported  lower  revenues due to a
smaller fleet size.

     Expenses for the first nine months and third quarter of 1997  increased $85
million  (18%) and $30.6  million  (20%) over the  corresponding  1996  periods,
primarily due to higher  ownership and operating  costs  associated  with larger
fleets of standard and refrigerated containers, chassis and European trailers.

     The  combined  utilization  rate  for  standard  containers,   refrigerated
containers,  domestic  containers,  tank containers and chassis averaged 78% and
79% for the first nine months and third quarter of 1997 compared to 81% for both
the first nine months and third quarter of 1996.  Rail trailer  utilization  was
83% and 84% for the first nine months and third  quarter of 1997 compared to 80%
and 81% for the first nine months and third  quarter of 1996.  European  trailer
utilization  was 91% and 90% for the first nine months and third quarter of 1997
compared to 92% for both the first nine months and third quarter of 1996.

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

Page 11


         Derivative financial instruments with a notional amount of $1.5 billion
at September 30, 1997 and $892.8  million at December 31, 1996 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,  1997,  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. At September 30, 1997
and  December  31,  1996 the fair value of the  Company's  derivative  financial
instruments  was a net benefit of $24.5 million and a net obligation of $800,000
comprising  agreements  with aggregate  gross benefits of $35.4 million and $8.9
million and  agreements  with aggregate  gross  obligations of $10.9 million and
$9.7 million.

     When an asset or liability which is hedged by a derivative contract is sold
or otherwise disposed of, the derivative  contract is either reassigned to hedge
another asset or liability or closed out, and any gain or loss recognized.



<PAGE>


Page 12


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.

                  On July 8th,  Transamerica  reported that it had sold 
                  substantially all of its  real  estate  secured  lending
                  operations  to a  subsidiary  of  Household International.


         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 14, 1997