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 June 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 July 31, 1997: 1,464,285.


<PAGE>
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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  June 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 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,
another $189.5  million of real estate  secured  loans,  non real estate secured
loans and foreclosed  properties and other repossessed  assets remain as of June
30, 1997 which will be sold or liquidated separately.

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

                           CONSOLIDATED BALANCE SHEET

                   (Amounts in millions except for share data)


                                                          June 30,  December 31,
                                                            1997         1996
                                                                     (Restated)
Assets:
Cash and cash equivalents ............................. $      75.1 $     429.4

Finance receivables ...................................     4,971.7     8,697.9
         Less unearned fees ($298.0 in 1997 and 
            $437.6 in 1996) and allowance for losses ..       405.1       794.1
                                                          ---------   ---------
                                                            4,566.6     7,903.8

Property and equipment less accumulated depreciation
   of $1,110.5 in 1997 and $1,025.0 in 1996:
         Land, buildings and equipment ................        27.7        75.1
         Equipment held for lease .....................     3,119.2     3,118.5
Goodwill, less accumulated amortization of
   $148.1 in 1997 and $142.2 in 1996...................       361.6       371.1
Assets held for sale, net of valuation allowance ......       189.8        86.5
Other assets ..........................................       542.2       660.7
                                                          ---------   ---------
                                                        $   8,882.2 $  12,645.1
                                                          =========   =========
Liabilities and Stockholder's Equity:
Debt:
         Unsubordinated ............................... $   5,268.0 $   8,974.7
         Subordinated .................................       840.3       904.6
                                                          ---------   ---------
                  Total debt ..........................     6,108.3     9,879.3

Accounts payable and other liabilities ................       840.9       786.7
Income taxes payable ..................................       457.5       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 ...................     1,473.6     1,602.6
         Retained earnings ............................                   117.7
         Net unrealized gain from investments marked
              to fair value ...........................                     2.7
         Foreign currency translation adjustments .....       (12.7)       (3.2)
                                                          ---------   ---------

                  Total stockholder's equity ..........     1,475.5     1,734.4
                                                          ---------   ---------

                                                        $   8,882.2 $  12,645.1
                                                          =========   =========


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<TABLE>
                                     TRANSAMERICA FINANCE CORPORATION AND SUBSIDIARIES

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

                                             CONSOLIDATED STATEMENT OF INCOME
                                                   (Amounts in millions)


<CAPTION>
                                                                            Six months ended                   Three months ended
                                                                               June 30,                             June 30,

                                                                         1997               1996              1997            1996
                                                                                        (Restated)                        (Restated)
<S>                                                                  <C>                 <C>               <C>              <C>     
REVENUES
         Finance charges .....................................       $     491.3         $   606.6         $  221.8         $  303.6
         Leasing revenues ....................................             370.5             328.2            181.6            163.8
         Gain on sale of consumer
              lending branch operations ......................             469.0                              469.0
         Other ...............................................              45.5              36.9             22.5             17.9
                                                                     -----------         ---------         --------         --------
                  Total revenues .............................           1,376.3             971.7            894.9            485.3

EXPENSES
         Interest and debt expense ...........................             268.0             304.6            123.9            150.8
         Depreciation on equipment
              held for lease .................................             135.2             120.9             67.7             60.5
         Salaries and other
              operating expenses .............................             352.4             326.0            173.2            159.0
         Provision for losses
              on receivables and
              assets held for sale ...........................              45.0             101.5              8.6             68.3
                                                                     -----------         ---------         --------         --------
                  Total expenses .............................             800.6             853.0            373.4            438.6

Income before income taxes ...................................             575.7             118.7            521.5             46.7
Income taxes .................................................             234.5              44.0            215.4             18.4
                                                                     -----------         ---------         --------         --------

Net income ...................................................       $     341.2         $    74.7         $  306.1         $   28.3
                                                                     ===========         =========         ========         ========


Ratio of earnings to fixed charges ...........................              3.10              1.38
                                                                     ===========         =========        
</TABLE>


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<TABLE>
                                  TRANSAMERICA FINANCE CORPORATION AND SUBSIDIARIES

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

                                         CONSOLIDATED STATEMENT OF CASH FLOWS
                                                (Amounts in millions)

<CAPTION>
                                                                                                           Six months ended
                                                                                                                June 30,
                                                                                                      1997                  1996
                                                                                                                         (Restated)
<S>                                                                                              <C>                    <C>    
OPERATING ACTIVITIES
         Net income ....................................................................         $     341.2            $     74.7
         Adjustments to reconcile net income to
              net cash provided by operating activities:
                 Gain on sale of Consumer Lending
                    branch operations ..................................................              (275.0)
                  Depreciation and amortization ........................................               147.9                 134.8
                  Provision for losses on receivables
                      and assets held for sale .........................................                44.9                 101.5
                  Change in accounts payable and other
                      liabilities ......................................................               208.7                  64.6
                  Change in income taxes payable .......................................               (44.2)                  1.1
                  Other ................................................................                21.2                   5.4
                                                                                                 -----------            ----------

         Net cash provided by operating activities .....................................               444.7                 382.1


INVESTING ACTIVITIES
         Finance receivables originated ................................................           (10,070.5)             (8,753.7)
         Finance receivables collected and sold ........................................             9,922.9               8,577.0
         Purchase of property and equipment ............................................              (174.8)               (167.7)
         Sales of property and equipment ...............................................                49.3                  44.9
         Proceeds from sale of Consumer Lending branch
              operations to Household International, Inc. ..............................             3,860.0

         Other .........................................................................               (20.9)                 67.0
                                                                                                 -----------            ----------

         Net cash provided (used) by
         investing activities ..........................................................             3,566.0                (232.5)

FINANCING ACTIVITIES
         Proceeds from debt financing ..................................................             2,879.1               2,977.3
         Payments of debt ..............................................................            (6,640.0)             (3,009.7)
         Dividends and capital transactions
            with parent ................................................................              (604.1)                (92.7)
                                                                                                 -----------            ----------

Net cash used by financing activities ..................................................            (4,365.0)               (125.1)
                                                                                                 -----------            ----------
         Increase (decrease) in cash and
              cash equivalents .........................................................              (354.3)                 24.5
         Cash and cash equivalents at beginning
              of year ..................................................................               429.4                   8.0
                                                                                                 -----------            ----------

         Cash and cash equivalents at end of period ....................................         $      75.1            $     32.5
                                                                                                 ===========            ==========

</TABLE>


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                TRANSAMERICA FINANCE CORPORATION AND SUBSIDIARIES

                   CONSOLIDATED STATEMENT OF RETAINED EARNINGS
                              (Amounts in millions)


                                                          Six months ended
                                                              June 30,

                                                          1997         1996
                                                                    (Restated)

Balance at beginning of year ....................      $  117.7        $  272.7
Net income ......................................         341.2            74.7
Dividends .......................................        (458.9)          (92.7)
                                                       --------        --------

Balance at end of period ........................      $  -            $  254.7
                                                       ========        ========


<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>
                                                               Six months ended June 30,                          Second Quarter
                                                       Revenues                        Income                         Income
                                              1997                1996          1997            1996            1997          1996
(Amounts in millions)                                         (Restated)                     (Restated)                   (Restated)


<S>                                         <C>               <C>             <C>             <C>            <C>            <C>     
Consumer lending .....................      $    720.6        $  392.3        $  275.0        $  13.1        $  275.0       $  (4.7)
Commercial lending ...................           239.0           211.6            41.9           32.7            20.7          18.2
Leasing ..............................           408.6           363.8            28.3           37.7            12.5          18.9
Unallocated items ....................             8.1             4.0             2.4           (2.3)            1.1          (0.9)
Amortization of goodwill .............                                            (6.4)          (6.5)           (3.2)         (3.2)
                                            ----------        --------        --------        -------        --------       ------- 
Finance ..............................      $  1,376.3        $  971.7        $  341.2        $  74.7        $  306.1       $  28.3
                                            ==========        ========        ========        =======        ========       =======

</TABLE>



<PAGE>

Page 8

Consumer Lending

         On June 23, 1997,  Transamerica  sold its branch based consumer lending
operation as part of its strategy to redeploy  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  writedowns  of
intangibles and other items. In addition,  another $189.5 million of real estate
secured loans,  non real estate secured loans,  foreclosed  properties and other
repossessed  assets  remain as of June 30, 1997 which will be sold or liquidated
separately.

         Prior to completing the sale of the operations  discussed  above,  loan
loss reserves were adjusted to offset operating  results  including any gains or
losses from asset sales.  Accordingly,  except for the $275 million gain on sale
included in second quarter results,  no income or loss from the consumer lending
operations  was reported for the first half and second  quarter of 1997.  In the
first half and second  quarter of 1996, the consumer  lending  operation had net
income of $13.1 million and a net loss of $4.7 million.

         Revenues increased $328.3 million (84%) for the first half of 1997 over
the comparable period of 1996. For the second quarter of 1997 revenues increased
$373.7 million (193%) over the second quarter of 1996. Both increases  reflected
the $469 million pretax gain on the sale of the  branch-based  lending  business
which  was  offset  in  part by  lower  finance  charges  due to  lower  average
receivables outstanding which resulted primarily from the sale of the operations
and sales of various loan portfolios during the first six months of 1997.

         Interest  expense  for  the  first  half  and  second  quarter  of 1997
decreased  $49.2 million (33%) and $35.1 million (47%) from the comparable  year
ago periods.  Other operating  expenses for the first half and second quarter of
1997 decreased  $13.8 million (11%) and $5.9 million (10%) from the same periods
a year ago. The provision for losses on receivables for the first six months and
second  quarter of 1997  decreased  $56.2  million (60%) and $62.3 million (93%)
compared to the same periods a year ago. All declines  were due primarily to the
impact  of  downsizing  operations  and  the  sale of the  branch-based  lending
business.

         As previously discussed,  Transamerica intends to continue operating in
the  consumer  lending  business and is building a new  centralized  real estate
secured  lending  operation.  As part of this plan,  at June 30, 1997 there were
$180.4  million of net  consumer  finance  receivables  relating  to  continuing
operations. The decrease of $3.7 billion in receivables from December 31,1996 is
due primarily to the sale of the branch-based  lending business and the sales of
various loan portfolios.

         Delinquent  finance  receivables,  which  are  defined  as  receivables
contractually  past due 60 days or more,  were $2.9  million at June 30, 1997 of
continuing operations receivables (1.57% of finance receivables outstanding).

         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 June 30, 1997 such nonearning receivables amounted to $55,000. 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 equal to 2.90% of
net consumer  finance  receivables  outstanding  at June 30, 1997 on  continuing
businesses.

<PAGE>
Page 9

         Retained  assets from the sold operation held for sale at June 30, 1997
totaled  $189.5  million  reflecting the net carrying value of $225.5 million of
contractual  finance receivables of which $143.8 million is 60 days or more past
due,  $35.8 million of  foreclosures  in process and $26 million of  repossessed
assets.

         Factors  such as economic  conditions,  competition,  and, for accounts
secured by real estate,  the state of the real estate market,  all affect trends
in receivable levels credit losses,  delinquencies,  accounts in foreclosure and
repossessed assets. Management intends to continue its efforts to dispose of its
liquidating portfolio.

Commercial Lending

         Commercial  lending net income for the first half and second quarter of
1997 was $36.6  million and $18.1  million  compared to $27.3  million and $15.5
million for the comparable periods of 1996.  Commercial  lending income,  before
the  amortization  of  goodwill,  for the first half and second  quarter of 1997
increased  $9.2 million  (28%) and $2.5 million (14%) from 1996's first half and
second quarter. The first half increase resulted primarily from i) the inclusion
in the first quarter of 1997 of a $3.2 million tax benefit from the satisfactory
resolution  of prior years' tax matters,  ii) 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 iii) higher average
net  receivables  outstanding.  The  increase  in the  second  quarter  resulted
primarily from higher average net receivables outstanding.

         Revenues in the first half and second quarter of 1997  increased  $27.4
million  (13%) and $14.6  million  (14%) over the  corresponding  1996  periods.
Higher  average net  receivables  outstanding  attributable  to growth more than
offset a decline in yield due to increased competition.

         Interest  expense  increased $12.6 million (18%) and $6.7 million (18%)
in the first half and second  quarter of 1997  primarily due to a higher average
debt level  needed to support  receivables  growth.  Operating  expenses for the
first six months and second  quarter of 1997  increased $3.7 million (5%) and $1
million  (3%)  primarily  as a result of higher  levels of  business  volume and
outstanding  receivables.  The provision for losses on receivables for the first
half and second  quarter of 1997  decreased  $300,000  (4%) and  increased  $2.6
million  (186%) 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 second quarter
increase was primarily  attributable to growth in net  receivables  outstanding.
Credit  losses,  net of  recoveries,  on an annualized  basis as a percentage of
average  commercial  finance  receivables  outstanding,  net of unearned finance
charges,  were 0.15% for the first half and 0.13% for the second quarter of 1997
compared to 0.10% and 0.10% for the comparable periods of 1996.

         Net commercial finance receivables  outstanding were $4 billion at June
30, 1997,  an increase of $387.9  million (11%) 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 the insurance premium finance operation reduced the level of pooled
securitized receivables by $75 million.  Management has established an allowance
for losses equal to 2.16% of net commercial finance  receivables  outstanding as
of June 30, 1997 compared to 2.22% at December 31, 1996.

         Delinquent  receivables  are  defined  as  installments  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 $17.7 million (0.42% of receivables  outstanding) at
June 30, 1997 compared to $17.3 million  (0.46% of receivables  outstanding)  at
December 31, 1996.
<PAGE>

Page 10

         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 $24.7 million (0.59% of receivables  outstanding)  at June 30,
1997 compared to $21.4 million  (0.56% of receivables  outstanding)  at December
31, 1996.

Leasing

         Leasing  net income  for the first half and second  quarter of 1997 was
$27.3  million and $12 million  compared to $36.7  million and $18.4 million for
the  first  half  and  second  quarter  of  1996.  Leasing  income,  before  the
amortization of goodwill,  was $28.3 million and $12.5 million in the first half
and second  quarter of 1997  compared to $37.7  million and $18.9 million in the
corresponding periods of 1996.

         Leasing income, before the amortization of goodwill, for the first half
and second quarter of 1997,  decreased $9.4 million (25%) and $6.4 million (34%)
as  compared  to the first half and second  quarter  of 1996.  The 1996  results
included a $2.6 million tax benefit from the favorable resolution of outstanding
state tax issues.  Lower  earnings for both the first half and second quarter of
1997  resulted  from lower  standard  container  utilization  and lower per diem
rates,  caused by an over  capacity of  equipment  and lower gains from sales of
used  standard  containers.  Offsetting  some of  these  negative  factors  were
favorable  results  from a larger  portfolio  of finance  leases  and  favorable
earnings in the rail trailer and domestic container lines.

         Revenue for the first half and second quarter of 1997  increased  $44.8
million (12%) and $18.9  million (10%) versus the first half and second  quarter
of 1996.  This revenue  increase was due to a larger  on-hire fleet of standard,
refrigerated and tank containers and chassis mainly  associated with the October
1996 acquisition of Trans Ocean Ltd. This  acquisition  increased our fleet size
by  approximately  25%.  Revenue  also  increased  due to a larger  portfolio of
finance leases and more on-hire European  trailers.  Partially  offsetting these
increases were lower revenues from  decreased  utilization  and rental rates for
refrigerated containers and lower utilization from standard containers 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 half and second quarter of 1997 increased  $54.4
million  (18%) and $28.7  million  (19%) over the  corresponding  1996  periods,
mainly due to higher ownership and operating costs associated with larger fleets
of standard and refrigerated containers, chassis and European trailers.

         The  combined   utilization   of  standard   containers,   refrigerated
containers,  domestic  containers,  tank containers and chassis averaged 78% for
both the first half and  second  quarter  of 1997  compared  to 82% for both the
first half and second quarter of 1996. Rail trailer utilization was 83% for both
the first half and second  quarter  of 1997  compared  to 80% for both the first
half and second quarter of 1996.  European  trailer  utilization was 91% and 92%
for the first half and second quarter of 1997 compared to 93% for both the first
half and second 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 $703.1
million at June 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 June 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 June 30, 1997 and
December  31,  1996  the  fair  value  of  the  Company's  derivative  financial
instruments  was a net  obligation  of  $6.7  million  and  $800,000  comprising
agreements  with aggregate  gross benefits of $17.0 million and $8.9 million and
agreements with aggregate gross obligations of $10.2 million and $9.7 million.

         When we sell or  otherwise  dispose of an asset or  liability  which is
hedged by a derivative contract, 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.

                  None.


         Signatures

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.

TRANSAMERICA FINANCE CORPORATION
(Registrant)



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

Date:    August 14, 1997