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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                   FORM 10-Q/A


( X )  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                   SECURITIES EXCHANGE ACT OF 1934

For Quarterly Period Ended March 31, 1999

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 April 28, 1999: 1,464,285.


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                                 Amendment No. 1

Transamerica  Finance  Corporation  hereby  amends,  as  set  forth  below,  its
Quarterly  Report on Form 10-Q for the  quarterly  period  ended  March 31, 1999
filed on April 29, 1999 to correct the  typographical  errors  shown on the line
items  "Salaries  and other  operating  expenses" and  "Provision  for losses on
receivables" in its "Consolidated Statement Of Income for the Three months ended
March 31, 1998."

<TABLE>


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

                                 CONSOLIDATED STATEMENT OF INCOME

                                         (Amounts in millions)

<CAPTION>

                                                                       Three months ended
                                                                            March 31,
                                                                      1999           1998
<S>                                                                    <C>            <C>    

REVENUES
Finance charges and other fees                                    $    196.1     $    167.1
Leasing revenues                                                       170.3          185.7
Other                                                                   47.1           19.5
                                                                  ----------     ----------
        Total revenues                                                 413.5          372.3

EXPENSES
Interest and debt expense                                              109.3           94.3
Depreciation on equipment held for lease                                71.6           67.5
Salaries and other operating expenses                                  169.2          154.5
Provision for losses on receivables                                     20.9           14.3
                                                                  ----------     ----------
        Total expenses                                                 371.0          330.6

Income before income taxes                                              42.5           41.7
Income taxes                                                            18.1           14.2
                                                                  ----------     ----------

Net Income                                                        $     24.4     $     27.5
                                                                  ==========     ==========

Ratio of earnings to fixed charges                                      1.37           1.41
                                                                        ====           ====

</TABLE>

                                Signatures

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

TRANSAMERICA FINANCE CORPORATION
(Registrant)



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

Date:    May 6, 1999