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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    FORM 10-Q


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

For Quarterly Period Ended September 30, 1997

Commission File Number 1-2964

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


                            TRANSAMERICA CORPORATION
             (Exact name of registrant as specified in its charter)

           Delaware                                            94-0932740
(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  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, $1 par value, outstanding as of close
of business on October 31, 1997:  62,836,571 shares,  after deducting 16,901,891
shares in treasury.

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TRANSAMERICA CORPORATION

                                                     FORM 10-Q

Part I.  Financial Information

Item 1.  Financial Statements.

         The   following   unaudited   consolidated   financial   statements  of
Transamerica  Corporation and Subsidiaries,  for the periods ended September 30,
1997 and 1996,  and the  balance  sheet as of  December  31, 1996 do not include
complete  financial  information  and  should  be read in  conjunction  with the
Consolidated  Financial  Statements filed with the Commission in  Transamerica's
Annual Report 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
Corporation'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,  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,  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.

                                  * * * * * * *

         Primary earnings per share were calculated by dividing income available
to  common  stockholders  by  the  weighted  average  number  of  common  shares
outstanding  during the period and for the periods ended  September 30, 1997 the
dilutive  effect of common  shares  contingently  issuable  from the exercise of
stock  options,  using the treasury stock method.  Earnings  available to common
stockholders are computed by deducting  preferred  dividends and preferred stock
redemption costs from net income.  The computation of fully diluted earnings per
share is based upon the weighted  average  number of common  shares  outstanding
during  the  period  plus the  dilutive  effect  of common  shares  contingently
issuable from the exercise of stock options, using the treasury stock method.


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Page 3



         For years and quarters ending after December 15, 1997 Transamerica will
report  its  earnings  per share in  accordance  with the  Financial  Accounting
Standards  Board's Statement No. 128 - Earnings Per Share.  Previously  reported
earnings per share will be restated.  See Item 2.  Management's  Discussion  and
Analysis  of  Financial  Condition  and  Results  of  Operations,  for pro forma
disclosure of Transamerica's earnings per share computed in accordance with this
standard.

         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,  dividends  declared on
preferred  securities issued by affiliates and one-third of rent expense,  which
approximates the interest factor.



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<TABLE>


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

                                            CONSOLIDATED BALANCE SHEET

                                                      Assets

<CAPTION>

                                                                     September 30,          December 31,
                                                                           1997                  1996
<S>                                                                         <C>                 <C>    


Investments, principally of life insurance subsidiaries:
    Fixed maturities                                                     $28,337.7            $26,985.9
    Equity securities                                                      1,666.2              1,046.0
    Mortgage loans and real estate                                           757.5                745.5
    Loans to life insurance policyholders                                    455.3                442.6
    Short-term investments                                                   220.8                165.2
                                                                         ---------            ---------
                                                                          31,437.5             29,385.2

Finance receivables                                                        4,710.9              8,697.9
Less unearned fees ($326.2 in 1997
    and $437.6 in 1996) and allowance for
    losses                                                                   424.0                794.1
                                                                         ---------            ---------
                                                                           4,286.9              7,903.8

Cash and cash equivalents                                                     95.9                471.8
Trade and other accounts receivable                                        2,210.0              1,933.9
Property and equipment, less accumulated
    depreciation of $1,425.3 in 1997 and
    $1,309.9 in 1996:
        Land, buildings and equipment                                        408.5                436.8
        Equipment held for lease                                           3,115.0              3,118.5
Deferred policy acquisition costs                                          2,110.4              2,138.2
Separate account assets                                                    5,236.1              3,527.9
Goodwill, less accumulated amortization of
    $151.8 in 1997 and $143.9 in 1996                                        364.8                389.3
Assets held for sale                                                         171.5                 86.5
Other assets                                                                 532.1                483.0
                                                                         ---------            ---------
                                                                         $49,968.7            $49,874.9
                                                                         =========            =========


(Amounts in millions)


</TABLE>

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<TABLE>



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

                                      CONSOLIDATED BALANCE SHEET (Continued)

                                       Liabilities and Stockholders' Equity

<CAPTION>


                                                                           September 30,           December 31,
                                                                                  1997                  1996

<S>                                                                                <C>                   <C>    

Life insurance policy liabilities                                              $29,680.3              $28,542.8
Notes and loans payable, principally of
    finance subsidiaries, of which $1,016.8
    in 1997 and $1,241.3 in 1996 matures
    within one year                                                              6,413.2               10,328.3
Accounts payable and other liabilities                                           2,038.7                1,899.0
Income taxes                                                                     1,496.2                  911.3
Separate account liabilities                                                     5,236.1                3,527.9

Minority interest in preferred securities
    of affiliates                                                                  525.0                  525.0

Stockholders' equity:
    Preferred Stock ($100 par value):
        Authorized--1,200,000 shares; issuable
          in series, cumulative
        Outstanding--Dutch Auction Rate Trans-
          ferable Securities, 2,250 shares in
          1996, at liquidation preference of
          $100,000 per share                                                                              225.0
        Outstanding--Series D, 180,091 shares
          in 1996, at liquidation preference of
          $500 per share, cumulative dividend
          rate of 8.5%                                                                                     90.0
    Common Stock ($1 par value):
        Authorized--150,000,000 shares
        Outstanding--62,736,288 shares in 1997
          and 65,968,708 shares in 1996,
          after deducting 17,002,174 shares
          and 13,769,754 shares in treasury                                         62.7                   66.0
    Additional paid-in capital                                                                             83.0
    Retained earnings                                                            3,187.9                2,920.2
    Net unrealized gain from investments
        marked to fair value                                                     1,363.0                  784.4
    Foreign currency translation adjustments                                       (34.4)                 (28.0)
                                                                               ---------              ---------
                                                                                 4,579.2                4,140.6
                                                                               ---------              ---------
                                                                               $49,968.7              $49,874.9
                                                                               =========              =========

 (Amounts in millions except for share data)

</TABLE>

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<TABLE>



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

                                                    CONSOLIDATED STATEMENT OF INCOME

<CAPTION>


                                                              Nine months ended                     Three months ended
                                                                 September 30,                         September 30,
                                                             1997             1996                 1997            1996

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

 REVENUES
 Investment income                                      $ 1,640.2         $ 1,566.9           $   554.9         $   530.3
 Life insurance premiums and related
    income                                                1,541.1           1,350.8               573.7             508.2
 Finance charges and other fees                             633.5             903.1               142.1             296.5
 Leasing revenues                                           565.3             496.7               194.8             168.5
 Real estate and tax service revenues                       219.8             191.0                73.2              71.5
 Gain (loss) on investment transactions                       3.0              28.0               (11.5)             (1.6)
 Gain on sale of consumer lending
    branch operation                                        469.0
 Other                                                       81.6              64.5                33.7              18.9
                                                        ---------         ---------           ---------          --------
                                                          5,153.5           4,601.0             1,560.9           1,592.3

 EXPENSES
 Life insurance benefits                                  2,291.7           2,076.1               815.4             751.1
 Life insurance underwriting, acquisition
    and other expenses                                      544.7             473.3               184.4             157.0
 Interest and debt expense                                  418.3             514.4               110.3             170.4
 Leasing operating and maintenance costs                    340.7             275.5               113.1              92.5
 Provision for losses on receivables and
    assets held for sale                                     48.0             249.6                 3.0             148.1
 Other, including administrative and
    general expenses                                       601.1              610.4               175.5             207.4
                                                        ---------         ---------           ---------          --------
                                                          4,244.5           4,199.3             1,401.7           1,526.5
                                                        ---------         ---------           ---------          --------
                                                            909.0             401.7               159.2              65.8
 Income taxes                                               290.1              66.6                 9.2             (48.1)
                                                        ---------         ---------           ---------          --------
 Net Income                                             $   618.9         $   335.1           $   150.0          $  113.9
                                                        =========         =========           =========          ========

 Earnings per share of common stock:
    Primary:
       Income before gain on investment
          transactions                                   $    9.12         $    4.55            $   2.42         $    1.68
       Gain (loss) on investment transactions                 0.02              0.27               (0.12)            (0.01)
                                                         ---------         ---------            --------         ---------
       Net Income                                        $    9.14         $    4.82            $   2.30         $    1.67
                                                         =========         =========            ========         =========

    Fully diluted:
       Income before gain on investment
          transactions                                   $    9.10         $    4.44            $   2.42         $    1.65
       Gain (loss) on investment transactions                 0.02              0.27               (0.12)            (0.01)
                                                         ---------         ---------            --------         ---------
       Net Income                                        $    9.12         $    4.71            $   2.30         $    1.64
                                                         =========         =========            ========         =========

 Dividends per share of common stock                     $    1.50         $    1.50            $   0.50         $    0.50
                                                         =========         =========            ========         =========

 Ratio of earnings to fixed charges                           2.90              1.74
                                                              ====              ====

 (Amounts in millions except for per share data)

</TABLE>

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<TABLE>



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

                                              CONSOLIDATED STATEMENT OF RETAINED EARNINGS

<CAPTION>

                                                                                            Nine months ended
                                                                                              September 30,
                                                                                           1997             1996

<S>                                                                                         <C>             <C>    


Balance at beginning of year                                                             $2,920.2       $2,866.0
Net income                                                                                  618.9          335.1
Dividends on common stock                                                                   (96.3)         (99.2)
Dividends on preferred stock                                                                 (2.6)         (12.8)
Treasury stock purchased                                                                   (252.3)        (252.9)
                                                                                         --------       --------
Balance at end of period                                                                 $3,187.9       $2,836.2
                                                                                         ========       ========

                            CONSOLIDATED STATEMENT OF CASH FLOWS
                                                                                             Nine months ended
                                                                                               September 30,
                                                                                           1997             1996
OPERATING ACTIVITIES
Net income                                                                                $ 618.9         $  335.1
Adjustments to reconcile net income to net cash provided
      by operating activities:
  Gain on sale of consumer lending
      branch operation                                                                     (275.0)
   Increase in life insurance policy
      liabilities, excluding policyholder
      balances on interest-sensitive policies                                               388.0            764.9
   Amortization of policy acquisition costs                                                 180.9            180.3
   Policy acquisition costs deferred                                                       (335.2)          (278.5)
   Depreciation and amortization                                                            256.8            237.2
   Other                                                                                     91.1             12.7
                                                                                        ---------        ---------
Net cash provided by operations                                                             925.5          1,251.7
INVESTING ACTIVITIES
Finance receivables originated                                                          (16,681.0)       (13,769.9)
Finance receivables collected and sold                                                   16,819.8         13,541.3
Purchase of investments                                                                  (8,734.7)        (6,218.9)
Sales and maturities of investments                                                       7,595.2          4,431.7
Proceeds from sale of branch based consumer
  lending operation                                                                       3,860.0
Other                                                                                      (294.7)          (163.4)
                                                                                        ---------        ---------
   Net cash provided (used) by investing activities                                       2,564.6         (2,179.2)
FINANCING ACTIVITIES
Proceeds from debt financing                                                              3,310.7          4,588.7
Payment of notes and loans                                                               (7,169.3)        (4,397.2)
Receipts from interest-sensitive policies
   credited to policyholder account balances                                              5,842.5          5,183.6
Return of policyholder balances on
   interest-sensitive policies                                                           (5,097.3)        (4,049.9)
Treasury stock purchases                                                                   (424.0)          (290.9)
Redemption of preferred stock                                                              (318.9)
Other common stock transactions                                                              89.2             34.7
Dividends                                                                                   (98.9)          (112.0)
                                                                                         --------          -------
   Net cash provided (used) by financing activities                                      (3,866.0)           957.0
                                                                                         --------          -------
Increase (decrease) in cash and cash equivalents                                           (375.9)            29.5
 Cash and cash equivalents at beginning of year                                             471.8             67.6
                                                                                           ------             ----
Cash and cash equivalents at end of period                                                $  95.9          $  97.1
                                                                                          =======          =======

(Amounts in millions)

</TABLE>


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

Consolidated Results

         Transamerica's  net income for the first nine months of 1997  increased
$283.8 million (85%),  compared to the first nine months of 1996. Net income for
the first  nine  months of 1997  included  net after tax gains  from  investment
transactions  aggregating  $1.6 million  compared to $18.2  million in the first
nine months of 1996. In the first nine months of 1997 income  before  investment
transactions  increased $300.4 million (95%) over the first nine months of 1996.
The 1997  period  included  a $275  million  after tax gain from the sale of the
branch based  consumer  lending  business and a $44.1  million  benefit from the
resolution of prior years' tax matters.  Income before  investment  transactions
for the 1996 period  included  $63.8 million in benefits from the  resolution of
prior  years'  tax  matters  and a $9.1  million  after  tax  benefit  from  the
elimination  of  contingencies  associated  with the 1995  sale of assets by the
commercial  lending  operation  and  contingencies  associated  with  previously
discontinued  businesses.  Offsetting  the 1996 benefits was a $72 million after
tax charge at the  consumer  lending  operation  primarily  for  increased  loss
reserves.  Excluding these items, income before investment  transactions for the
first  nine  months  of 1997  decreased  $17.8  million  (6%) due  primarily  to
decreases in consumer lending,  leasing and life insurance operating results and
higher  unallocated  interest and other  expenses.  Partially  offsetting  these
decreases were increased real estate and commercial lending operating results.

         Transamerica's net income for the third quarter of 1997 increased $36.1
million  (32%),  compared to the third quarter of 1996. Net income for the third
quarter of 1997  included  net after tax  losses  from  investment  transactions
aggregating  $7.7 million  compared to a loss of $1 million in the third quarter
of 1996.  In the third  quarter of 1997 income  before  investment  transactions
increased  $42.8  million  (37%) over the third  quarter of 1996.  Income before
investment  transactions in the third quarter of 1997 included the $44.1 million
tax benefit  discussed in the  preceding  paragraph.  Income  before  investment
transactions  in the third quarter of 1996 included all the 1996 items discussed
above.  Excluding the third quarter 1997 and 1996 items discussed above,  income
before investment  transactions  decreased $400,000 (less than 1%) due primarily
to decreases in consumer lending and leasing  operating results partially offset
by increases in commercial  lending,  real estate and life  insurance  operating
results and lower unallocated interest and other expenses.

         The  pretax  gain  (loss)  on  investment  transactions,   included  in
consolidated revenues, comprises (amounts in millions):

<TABLE>


                                                        Nine months ended                    Three months ended
                                                          September 30,                         September 30,
                                                      1997            1996                  1997             1996

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


   Net gain (loss) on sale
      of investments                                 $(9.6)          $34.0                 $(10.1)          $ 6.5
   Adjustment for impairment in value                 (2.0)           (5.5)                                  (4.4)
   Adjustment to amortization of
     deferred policy acquisition
     costs for realized gains/losses
     on investment  transactions                      14.6            (0.5)                  (1.4)           (3.7)
                                                     -----           -----                 ------           -----


                                                     $ 3.0           $28.0                 $(11.5)          $(1.6)
                                                     =====           =====                 ======           =====

</TABLE>

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Page 8


         The amortization of deferred policy  acquisition  costs is adjusted for
gains and losses realized on the sale of certain investments.  The adjustment to
the amortization of deferred policy  acquisition costs is included in investment
transactions   as  an  offset  to  the  related  gains  or  losses.   Investment
transactions also reflect downward  adjustments  primarily for impairment in the
value of certain nonperforming fixed maturity investments,  mortgage loans, real
estate investments and real estate acquired through foreclosure.

<TABLE>


                                                REVENUES AND INCOME BY LINE OF BUSINESS

<CAPTION>


                                                                                                     Three month ended
                                                      Nine months ended September 30                    September 30
                                                    Revenues                Income (loss)               Income (loss)
                                                1997          1996         1997        1996         1997        1996
                                                                        (Amounts in millions)

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


Life insurance                                $3,161.8     $2,901.8       $227.1     $236.4        $ 84.3     $ 84.1
Gain (loss) on investment
   transactions                                  (17.6)        21.7        (11.5)      14.1         (13.7)      (2.4)
                                              --------     --------       ------     ------        ------     ------
Total life insurance                           3,144.2      2,923.5        215.6      250.5          70.6       81.7

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
Amortization of goodwill                                                    (9.9)      (9.8)         (3.5)      (3.3)
                                              --------     --------       ------     ------        ------     ------   
Total finance                                  1,730.2      1,447.5        375.3       51.8          36.5      (25.2)

Real estate services                             283.9        238.9         54.0       36.5          17.3       15.2
Gain on investment
   transactions                                   20.5         20.2         13.1       13.2           6.0        1.4
Amortization of goodwill                                                    (0.1)      (0.1)
                                              --------     --------       ------     ------        ------     ------
Total real estate services                       304.4        259.1         67.0       49.6          23.3       16.6

Unallocated interest and
  other expenses                                  25.4         19.3        (39.0)      (7.7)         19.6       40.8
Consolidation eliminations                       (50.7)       (48.4)                   (9.1)
                                              --------     --------       ------     ------        ------     ------

Total revenues and net income                 $5,153.5     $4,601.0       $618.9     $335.1        $150.0     $113.9
                                              ========     ========       ======     ======        ======     ======

</TABLE>


Life Insurance
         Net income from our life  insurance  operations  for the nine and three
month  periods  ended  September  30, 1997  decreased by $34.9 million (14%) and
$11.1 million (14%)  compared to the  corresponding  periods of 1996.  Excluding
investment transactions, income from insurance operations decreased $9.3 million
(4%) during the nine month period of 1997 and increased  $200,000 (less than 1%)
in the third quarter as compared to the same periods of 1996. The results of the
insurance  operations for the first nine months of 1997 were affected by a $20.1
million after tax charge for a legal settlement recorded in the first quarter.

         The life  insurance  line  experienced  a  decrease  in  income  before
investment  transactions  for  both  the  nine and  three  month  periods  ended
September  30, 1997  compared to the same periods of 1996.  The decrease for the
nine month period was primarily the result of the settlement provision described
in the  preceding  paragraph in addition to  unfavorable  claims  activity.  The
decrease in the third quarter resulted from a combination of increased operating
expenses and unfavorable claims.

         The annuities line income before investment  transactions increased for
both the nine and three month periods  ended  September 30, 1997 compared to the
same periods of 1996.  These increases were primarily  attributable to increases
in fee income  related to a higher  variable  annuity asset base combined with a
reduction  in  operating  costs in 1997.  Operating  expenses  during  1996 were
adversely  affected by relocation  costs  associated with moving portions of the
operations to Charlotte, North Carolina and Kansas City, Missouri.

<PAGE>

Page 9

         The asset  management  group  experienced  slight  increases  in income
before  investment  transactions for both the nine and three month periods ended
September 30, 1997 compared to the  corresponding  periods of 1996.  The primary
factors contributing to these increases were favorable interest rate spreads and
increased fee income  resulting from overall growth in the asset management line
business.  The asset management  group's results were negatively  impacted by an
earlier decision to reduce the scale of the structured settlements business.

         The  reinsurance  line  experienced a slight  increase in income before
investment  transactions  for the nine month period and a decrease for the three
month period ended September 30, 1997 compared to the 1996 periods. The increase
for the nine month period reflected growth in policy revenue partially offset by
increased claim costs. The decline in third quarter results was primarily due to
increased claim costs.

         The Canadian line's income before investment  transactions increased in
both the first nine months and third quarter of 1997 over the comparable periods
of 1996. The factors contributing to this improvement were improved persistency,
favorable claims  experience and higher management fees from the positive growth
in the segregated funds business.

         In the corporate line, income before investment  transactions increased
slightly  during the first nine months and third quarter of 1997 compared to the
same periods of 1996. These increases were  attributable  primarily to increases
in after tax investment income.

         For the nine month period ended September 30, 1997 after tax net losses
on investment transactions were $11.5 million compared to after tax net gains of
$14.1  million  for the  first  nine  months of 1996.  After  tax net  losses on
investment  transactions  increased by $11.3  million for the three month period
ended  September  30,  1997,  compared to the same three  month  period of 1996.
Included in these  amounts  are after tax net losses of $19.6  million and $12.8
million in gains  realized  on sales of  investments  during the nine months and
three months periods ended  September 30, 1997,  compared to after tax net gains
of $18 million and $2.8 million realized during the comparable  periods of 1996.
The $18  million  after  tax gain in 1996  included  an  after  tax gain of $9.1
million  resulting  from a  transaction  with a special  purpose  subsidiary  of
Transamerica  Corporation  in which  certain below  investment  grade bonds were
exchanged for collateralized  bond obligations with higher ratings issued by the
subsidiary.  This  transaction  had no  effect  on  Transamerica's  consolidated
financial  statements.  Investment  transactions for the nine month period ended
September  30, 1997 reflect  downward  adjustments  of $1.3  million  after tax,
primarily for impairment in the value of the mortgage loan portfolio compared to
downward  adjustments  recorded in the first nine months of 1996 of $3.6 million
after tax for the  impairment  in the value of certain  below  investment  grade
fixed maturity investments.

         Total life companies net investment income increased $69.6 million (5%)
and  $24.8  million  (5%) for the nine  month and three  month  periods  of 1997
compared to the same periods of 1996.  These  increases  were primarily due to a
growing invested asset base.

         Total life companies policy revenue  increased $190.3 million (14%) and
$65.4  million (13%) for the nine month and three month periods of 1997 compared
to the same periods of 1996. These increases were due primarily to growth in the
modified coinsurance business in the reinsurance line.

         Total life  companies  insurance  benefit costs and expenses  increased
$287 million  (11%) and $91.8  million  (10%) for the nine month and three month
periods  ended  September  30, 1997  compared to the same  periods in 1996.  The
increases  were   primarily  due  to:  1)  increase  in  interest   credited  on
interest-sensitive   policies,  2)  unfavorable  claims  activity  and,  3)  the
provision for the legal settlement discussed above.

         Cash provided by life companies operations for the nine and three month
periods  ended  September  30, 1997  decreased  $285.1  million (43%) and $106.5
million (53%) from the same periods of 1996.  These decreases were primarily due
to the timing of the settlement of certain  receivables and payables,  including
reinsurance  receivables and payables. The life companies continue to maintain a
sufficiently liquid investment  portfolio to cover operating  requirements.  The
remainder of our funds are invested in long term securities.

<PAGE>

Page 10

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.

         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.

<PAGE>

Page 11

         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 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.


<PAGE>

Page 12


         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 revenue
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.

Real Estate Services

         This segment includes Transamerica's real estate information businesses
as well as certain real estate holdings and other investments.

         Net income for the first nine months of 1997  increased  $17.4  million
(35%) over the first nine  months of 1996.  Net  income  included  net after tax
gains from  investment  transactions  of $13.1  million and $13.2 million in the
first nine months of 1997 and 1996. Income before investment transactions in the
first nine  months of 1997  increased  $17.5  million  (48%) from the first nine
months of 1996  primarily  due to a $15.5 million after tax gain realized on the
sale of a real  estate  property  in the second  quarter  of 1997 and  increased
earnings at the real estate  information  companies.  Income  before  investment
transactions  in the first nine months and third quarter of 1996 included  gains
totaling $5.3 million after tax from the sale of three real estate properties.

         Net income for the third quarter of 1997  increased  $6.7 million (40%)
over the third  quarter of 1996.  Net income  included  net after tax gains from
investment  transactions of $6 million and $1.4 million in the third quarters of
1997 and 1996.  Income before  investment  transactions  in the third quarter of
1997 increased $2.1 million (14%) from the third quarter of 1996, which included
the $5.3 million of gains discussed above,  primarily due to increased  earnings
at the real estate information companies.

         Revenues  for the first nine  months of 1997  increased  $45.3  million
(17%) over the first  nine  months of 1996 as a result of  increased  investment
income  and the  gain  noted  above.  Revenues  for the  third  quarter  of 1997
increased  $12.3  million  (13%) over the third  quarter of 1996  primarily as a
result of increased business at the real estate information companies.

Unallocated Interest and Expenses

         Unallocated  interest and other  expenses,  after related income taxes,
for the first nine  months and third  quarter of 1997  included a $44.1  million
benefit from the satisfactory  resolution of prior year tax issues. In the first
nine  months and third  quarter  of 1996  unallocated  investment  transactions,
interest and  expenses,  after related  income  taxes,  included a $63.8 million
benefit  from the  satisfactory  resolution  of prior year tax issues and a $4.6
million  benefit  from the  resolution  of  issues  associated  with  previously
discontinued  operations.   Excluding  these  items,  unallocated  interest  and
expenses  increased  $7  million.  The  increase  was  primarily  due  to  costs
associated with the Capital Trust  Pass-Through  Securities  issued in November,
1996 and the vesting in the first quarter of 1997 of certain  performance  stock
options issued under the 1995 Performance Stock Option Plan.

         Excluding the items  discussed  above,  unallocated  interest and other
expenses,  after related  income taxes,  for the third quarter of 1997 decreased
$3.1 million over the same quarter of 1996.  The decrease was  primarily  due to
decreased interest expense associated with lower outstanding debt.

Corporate Liquidity and Capital Requirements

         Transamerica  Corporation  receives funds from its  subsidiaries in the
form of  dividends,  income taxes and interest on loans.  The  Corporation  uses
these funds to pay dividends to its stockholders,  purchase shares of its common
stock,  reinvest  in  the  operations  of its  subsidiaries  and  pay  corporate
interest,  expenses and taxes. Reinvested funds are allocated among subsidiaries
on the basis of  expected  returns,  creation of  shareholder  value and capital
needs.  Reinvestment  may be accomplished by allowing a subsidiary to retain all
or a portion of its earnings, or by making capital contributions or loans.


<PAGE>

Page 13


         The Corporation  also borrows funds to finance  acquisitions or to lend
to  certain  of  its  subsidiaries  to  finance  their  working  capital  needs.
Subsidiaries are required to maintain prudent  financial ratios  consistent with
other companies in their  respective  industries and retain the capacity through
committed  credit lines or liquid assets to repay working capital loans from the
Corporation.

         On May 21, 1997, Transamerica announced that its board of directors had
authorized  additional  purchases  of up to 6 million  shares of the its  common
stock. On June 27, 1997 Transamerica  announced the purchase of 3 million shares
of its common stock under this authorization. The shares were purchased from two
investment  banks for  approximately  $273 million at an average price of $91.11
per share,  subject to market  price  adjustment  provisions.  To  complete  the
transaction,  the investment banks borrowed  Transamerica common shares and will
be  purchasing  replacement  shares in the open  market.  During  the first nine
months of 1997  Transamerica  purchased  4,082,500  shares  for  $378.3  million
(including the 3 million share purchase noted above).

Investment Portfolio

         Transamerica,  principally  through  its life  insurance  subsidiaries,
maintains an  investment  portfolio  aggregating  $31.4 billion at September 30,
1997, of which $28.3 billion was invested in fixed maturities.  At September 30,
1997,  94.9% of the fixed  maturities  was rated as  "investment  grade" with an
additional  3.3% in the BB category or its  equivalent.  The  amortized  cost of
fixed maturities was $26.6 billion  resulting in a net unrealized  gain,  before
the effect of income taxes and  adjustments  to deferred  acquisition  costs and
policy  liabilities,  of $1.7 billion at  September  30,  1997.  Fixed  maturity
investments  are generally  held for long-term  investment and used primarily to
support life insurance  policy  liabilities.  Adjustment for impairment in value
has been made to reduce the amortized cost of certain fixed maturity investments
by $56 million at September 30, 1997 and $62.9 million at December 31, 1996.

         In addition to the investments in fixed maturities,  $757.5 million (2%
of the investment portfolio),  net of allowance for losses of $43.5 million, was
invested  in  mortgage  loans  and  real  estate  including  $687.5  million  in
commercial  mortgage  loans,  $76.9  million in real  estate  investments,  $4.4
million in  foreclosed  real estate and $32.2  million in  residential  mortgage
loans.  Problem loans,  defined as restructured  loans yielding less than 8% and
delinquent loans, totaled $4.7 million at September 30, 1997 and $8.1 million at
December 31, 1996.  Allowances for possible losses of $43.5 million at September
30, 1997 and $42.8 million at December 31, 1996 have been  established  to cover
possible losses from mortgage loans and real estate investments.

Derivatives

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

         Derivative financial instruments with a notional amount of $9.4 billion
at September 30, 1997 and $9.9 billion at December 31, 1996 were outstanding and
designated  as hedges  of  Transamerica's  investment  portfolio.  In  addition,
derivative  financial  instruments  with a  notional  amount of $4.2  billion at
September  30, 1997 and $3.5 billion at December 31, 1996 were  outstanding  and
designated as hedges of Transamerica's liabilities.

         While   Transamerica  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.  The fair
value of Transamerica's  derivative financial  instruments at September 30, 1997
and  December  31,  1996 was a net benefit of $82.6  million  and $73.7  million
comprising  agreements with aggregate gross benefits of $132.4 million and $91.2
million and  agreements  with aggregate  gross  obligations of $49.8 million and
$17.5 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 14


Pro forma Earnings Per Share

         In  February  1997 the  Financial  Accounting  Standards  Board  issued
Statement  No. 128 - Earnings Per Share.  This  statement is effective for years
ending after December 15, 1997 and supersedes the earnings per share calculation
methodology and disclosure  requirements of APB Opinion No. 15. The earnings per
share  amounts below  reflect on a pro forma basis  Transamerica's  earnings per
share in accordance with the new standard.

<TABLE>


                                                                Nine months ended            Three months ended
                                                                  September 30,                 September 30,
                                                              1997             1996         1997           1996
<S>                                                            <C>              <C>          <C>            <C>    


         Earnings per share - basic:
         Income before gain on
           investment transactions                            $9.40           $4.55         $2.50         $1.68
         Gain (loss) on investment transactions                0.03            0.27         (0.12)        (0.01)
                                                              -----           -----         -----         -----

             Net income                                       $9.43           $4.82         $2.38         $1.67
                                                              =====           =====         =====         =====

         Earnings per share - diluted:
         Income before gain on
           investment transactions                            $9.12           $4.44         $2.42         $1.65
         Gain (loss) on investment transactions                0.02            0.27         (0.12)        (0.01)
                                                               ----           -----         -----         -----

             Net income                                       $9.14           $4.71         $2.30         $1.64
                                                              =====           =====         =====         =====

</TABLE>



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

         (a)   Exhibits.
                10.1   Employment   Agreement   by  and   between   Transamerica
                       Corporation  and Frank C. Herringer  dated as of November
                       4, 1997.
                11     Statement Re: Computation of Per Share Earnings.
                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 CORPORATION
(Registrant)




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

Date:    November 13, 1997