PAGE 1
                    SECURITIES AND EXCHANGE COMMISSION

                             Washington, DC  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, 1995

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.)

   
   

                                   1150 South Olive Street
                               Los Angeles, California 90015
                            (Address of principal executive offices)
                                          (Zip Code)

                                         (213) 742-4321
                      (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 November 14, 1995:  1,464,285 shares.

   The registrant meets the conditions set forth in General Instructions
H(1)(a) and (b) of Form 10-Q and is therefore filing this Form with the
reduced disclosure format.

<PAGE>
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                                    PART 1.  FINANCIAL INFORMATION

Item 1.  Financial Statements.

   The following unaudited consolidated financial statements of Transamerica
Finance Corporation and Subsidiaries, for the periods ended September 30, 1995
and 1994, do not include complete financial information and should be read in
conjunction with the Consolidated Financial Statements filed with the
Commission in the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1994.  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.

   On March 31, 1995, the Company acquired a portfolio of approximately 40,000
home equity loans from ITT Consumer Financial Corporation (ITT) for $1,029.3
million in cash which was funded primarily with long-term debt with the
remainder funded by short-term bank financing and a $131 million capital
contribution from its parent.  For a discussion of this transaction see page 6
of this document.

   On March 15, 1994, the Company acquired substantially all the operating
assets of the Container Operations of Tiphook plc ("Tiphook"), a London-based
transportation equipment rental company, including certain dry cargo
containers, tank containers, tank chassis, operating leases and other assets
(collectively the "Container Operations") for $1,061.4 million in cash.  The
Company assumed certain specified liabilities of the Container Operations
including trade accounts payable.  The Company did not assume any borrowings,
tax liabilities or contingent liabilities of Tiphook.  The acquired fleet of
standard containers and tank containers totaled 363,000 units.  The
acquisition has been accounted for as a purchase and, accordingly, the
operations of Tiphook have been included in the Consolidated Statement of
Income from the date of acquisition.

   Had the acquisition of the Container Operations been accomplished as of
January 1, 1994, revenues for the Company would have been approximately $1,260
million for the nine months ended September 30, 1994.  The pro forma effect on
net income would have been immaterial.  This information is for illustrative
purposes only and is not necessarily indicative of the future results of the
operations of the combined company, or of the results of the operations of the
combined company that would have actually occurred had the transaction been in
effect for the periods presented.  


                                                  ****

   The consolidated ratios of earnings to fixed charges were computed by
dividing earnings before fixed charges and income taxes by the fixed charges. 
Fixed charges consist of interest and debt expense, and one-third of rent
expense, which approximates the interest factor.
<PAGE>
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<TABLE>
<CAPTION>
                            TRANSAMERICA FINANCE CORPORATION AND SUBSIDIARIES

                                       CONSOLIDATED BALANCE SHEET
                                  (in millions, except for share data) 

                                                                             September 30,   December 31,
                                                                                 1995             1994
<S>                                                                          <C>            <C>
 
ASSETS
Cash and cash equivalents. . . . . . . . . . . . . . . . . . . . . . .       $     23.0      $      7.7
Investments - available for sale . . . . . . . . . . . . . . . . . . .            133.2           113.2

Finance receivables, net of unearned finance charges and insurance
   premiums:
      Consumer lending . . . . . . . . . . . . . . . . . . . . . . . .          5,018.5         4,142.0
      Commercial lending . . . . . . . . . . . . . . . . . . . . . . .          2,730.8         2,772.6
                                                                              ---------       ---------
         Net finance receivables . . . . . . . . . . . . . . . . . . .          7,749.3         6,914.6
      Less allowance for losses. . . . . . . . . . . . . . . . . . . .            246.3           203.8
                                                                              ---------       ---------
                                                                                7,503.0         6,710.8

Property and equipment - less accumulated depreciation:
   Land, buildings and equipment . . . . . . . . . . . . . . . . . . . .           50.1            47.4
   Equipment held for lease. . . . . . . . . . . . . . . . . . . . . . .        2,839.1         2,606.6
Investments in and advances to affiliates. . . . . . . . . . . . . . . .          198.0           259.6
Goodwill, less accumulated amortization. . . . . . . . . . . . . . . . .          342.8           351.6

Assets held for sale . . . . . . . . . . . . . . . . . . . . . . . . . .          203.4           225.0
Less valuation allowance . . . . . . . . . . . . . . . . . . . . . . . .           45.1            67.4
                                                                              ---------       ---------
                                                                                  158.3           157.6

Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            810.6           700.3
                                                                              ---------       ---------

                                                                             $ 12,058.1      $ 10,954.8
                                                                              =========       =========

LIABILITIES AND SHAREHOLDER'S EQUITY
Debt:
   Unsubordinated. . . . . . . . . . . . . . . . . . . . . . . . . . .       $  8,521.4      $  7,730.7
   Subordinated. . . . . . . . . . . . . . . . . . . . . . . . . . . .          1,067.6           993.6
                                                                              ---------       ---------
      Total debt . . . . . . . . . . . . . . . . . . . . . . . . . . .          9,589.0         8,724.3
Accounts payable and other liabilities . . . . . . . . . . . . . . . .            608.6           541.2
Income taxes payable . . . . . . . . . . . . . . . . . . . . . . . . .            156.3           107.0
Shareholder's equity:
   Preferred stock - authorized, 250,000 shares without par value;
      none issued
   Common stock - authorized, 2,500,000 shares of $10 par value;
      issued and outstanding, 1,464,285 shares . . . . . . . . . . . .             14.6            14.6
   Additional paid-in capital. . . . . . . . . . . . . . . . . . . . .          1,598.3         1,455.7
   Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . .             90.6           124.3
   Net unrealized loss from investments marked to fair value                        4.2            (3.2)
   Foreign currency translation adjustments. . . . . . . . . . . . . .             (3.5)           (9.1)
                                                                              ---------       ---------
      Total shareholder's equity . . . . . . . . . . . . . . . . . . .          1,704.2         1,582.3
                                                                              ---------       ---------

                                                                             $ 12,058.1      $ 10,954.8
                                                                              =========       =========

<PAGE>
PAGE 4

</TABLE>
<TABLE>
<CAPTION>
                              TRANSAMERICA FINANCE CORPORATION AND SUBSIDIARIES

                                    CONSOLIDATED STATEMENT OF INCOME
                                      (dollar amounts in millions)


                                                        Nine Months Ended           Three Months Ended 
                                                           September 30,              September 30,
                                                    1995             1994             1995     1994 


<S>                                                <C>           <C>             <C>          <C>
REVENUES
Finance charges. . . . . . . . . . . . . . . . .   $   837.3     $   729.5       $  285.9     $ 250.8
Leasing revenues . . . . . . . . . . . . . . . .       520.5         445.0          177.5       166.8
Servicing fees . . . . . . . . . . . . . . . . .         -             0.3            -           0.1
Income from affiliates . . . . . . . . . . . . .         7.6          12.9            2.8         4.3
Other. . . . . . . . . . . . . . . . . . . . . .        59.4          36.7           20.0        12.8
                                                   ---------     ---------       --------     -------
Total revenues . . . . . . . . . . . . . . . . .     1,424.8       1,224.4          486.2       434.8
                                                   ---------     ---------       --------     -------

EXPENSES
Interest and debt expense. . . . . . . . . . .         467.7         347.2           159.0      126.4
Depreciation on equipment held for lease               174.4         140.7            58.2       55.3
Salaries and other operating expenses                  449.0         435.6           152.7      150.7
Provision for losses on receivables                     75.7          74.0            25.4       27.3
                                                   ---------     ---------       --------     -------

   Total expenses. . . . . . . . . . . . . . .       1,166.8         997.5           395.3      359.7
                                                   ---------     ---------       --------     -------

Income before income taxes . . . . . . . . . .         258.0         226.9            90.9       75.1
Income taxes . . . . . . . . . . . . . . . . .         103.8          90.0            36.3       27.9
                                                   ---------     ---------       --------     -------

Net income . . . . . . . . . . . . . . . . . .     $   154.2     $   136.9       $    54.6     $  47.2
                                                   =========     =========       ========     =======

Ratio of earnings to fixed charges . . . . . .          1.54          1.62


<CAPTION>
                               CONSOLIDATED STATEMENT OF RETAINED EARNINGS
                                              (in millions)

<S>                                                <C>           <C>
Balance at beginning of year . . . . . . . . .     $   124.3     $    87.1
Net income . . . . . . . . . . . . . . . . . .         154.2         136.9
Dividends declared . . . . . . . . . . . . . .        (187.9)       (115.0)

Balance at end of period . . . . . . . . . . .     $    90.6     $   109.0
<PAGE>
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<CAPTION>
                                  CONSOLIDATED STATEMENT OF CASH FLOWS
                                              (in millions)




                                                                           Nine Months Ended September 30,
                                                                            1995            1994
<S>                                                                      <C>            <C>
OPERATING ACTIVITIES
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     $   154.2       $   136.9
Adjustments to reconcile net income to net cash provided by 
 operating activities:
   Depreciation and amortization of goodwill . . . . . . . . . . . .         193.4           159.5
   Provision for losses on receivables . . . . . . . . . . . . . . .          75.7            74.0
   Amortization of discount on long-term debt. . . . . . . . . . . .           6.2            17.4
   Change in accounts payable and other liabilities. . . . . . . . .          32.4           121.5
   Change in income taxes payable. . . . . . . . . . . . . . . . . .          45.2            20.9
   Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          67.7            89.7

      Net cash provided by operating activities. . . . . . . . . . .         574.8           619.9

INVESTING ACTIVITIES
Finance receivables originated or purchased. . . . . . . . . . . . .     (12,649.7)      (11,588.6)
Finance receivables collected or sold. . . . . . . . . . . . . . . .      12,661.4        11,031.6
Purchase of property and equipment . . . . . . . . . . . . . . . . .        (431.9)         (391.9)
Sales of property and equipment. . . . . . . . . . . . . . . . . . .          64.2            28.6
Purchase of investments. . . . . . . . . . . . . . . . . . . . . . .         (11.9)           (6.8)
Sales or maturities of investments . . . . . . . . . . . . . . . . .           3.6             4.2
Decrease in investments in and advances to affiliates                         61.7            98.4
Purchase of finance receivables and other assets
   from ITT Consumer Financial Corporation . . . . . . . . . . . . .      (1,029.3)
Purchase of the container division assets of Tiphook plc                                  (1,061.4)
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         (25.5)          (92.2)

      Net cash used by investing activities. . . . . . . . . . . . .      (1,357.4)       (1,978.1)

FINANCING ACTIVITIES
Proceeds from debt financing . . . . . . . . . . . . . . . . . . . .       6,369.8         5,714.3
Payments of debt . . . . . . . . . . . . . . . . . . . . . . . . . .      (5,519.8)       (4,340.6)
Capital contribution from parent company . . . . . . . . . . . . . .         131.0            99.2
Cash dividends paid. . . . . . . . . . . . . . . . . . . . . . . . .        (183.1)         (115.0)

      Net cash provided by financing activities. . . . . . . . . . .         797.9         1,357.9

Increase (decrease) in cash and cash equivalents . . . . . . . . . .          15.3            (0.3)
Cash and cash equivalents at beginning of year . . . . . . . . . . .           7.7            29.3

Cash and cash equivalents at end of period . . . . . . . . . . . . .     $    23.0       $    29.0
<PAGE>
PAGE 6

</TABLE>
<TABLE>
<CAPTION>
                             TRANSAMERICA FINANCE CORPORATION AND SUBSIDIARIES

                           MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE RESULTS
                                              OF OPERATIONS



   The following table sets forth revenues and net income by line of business
for the periods indicated (in millions):

                                                                Nine Months Ended September 30,
                                                              Revenues          Net Income
                                                          1995       1994          1995       1994  
<S>                                                    <C>         <C>          <C>         <C>

Consumer lending. . . . . . . . . . . . . . . . . . . .$   578.1   $   513.0    $    64.8   $    67.8
Commercial lending. . . . . . . . .                        300.5       254.4         43.6        32.2
Leasing   . . . . . . . . . . . . . . . . . . . . .        543.2       456.6         55.8        45.1
Unallocated items   . . . . . . . . . . . . . . . .          3.0         0.4         (1.3)        0.5
Amortization of goodwill. . . . . . . . . . . . . . . .                              (8.7)       (8.7)

   Total revenues and net income. . . . . . . . . . . .$ 1,424.8   $ 1,224.4    $   154.2   $   136.9

Consumer Lending

   On March 31, 1995, the consumer lending operation purchased for $1,029.3
million in cash substantially all the assets and assumed certain liabilities
of the home equity business of ITT.  The purchase price was allocated as
follows: consumer finance receivables of $955 million, which were all real
estate secured, of which 14% was located in California; allowance for losses
of $52.5 million; assets held for sale of $28.7 million; customer renewal
rights of $109.1 million; and assumed liabilities of $11 million.  The
consumer lending operation did not assume any borrowings, tax liabilities or
contingent liabilities of ITT.  The purchase price has been allocated to the
assets acquired based on the best information currently available as to the
fair value of those assets.  Pending completion of review, the purchase price
allocation may be revised.

   Consumer lending net income for the first nine months and third quarter of
1995 was $64.7 million and $24.2 million compared to $68.3 million and $22.7
million for the comparable periods of 1994.  Consumer lending income, before
the amortization of goodwill, for the first nine months and third quarter of
1995 was $64.8 million and $24.2 million compared to $68.4 million and $22.7
million in the comparable periods of 1994.

   Consumer lending income, before the amortization of goodwill, for the first
nine months and third quarter of 1995, decreased $3.6 million (5%) and
increased $1.5 million (7%) from the first nine months and third quarter of
1994.  These comparisons reflect reduced fee income in both periods and
additional earnings from the receivables acquired from ITT which more than
offset the reduced fee income in the third quarter.  Prepayment and other fee
income was lower in the first nine months and third quarter of 1995 in
comparison to the first nine months and third quarter of 1994 because
increased competition (principally in California) produced a high level of
refinancing activity in 1994 which did not continue into 1995.  In response to
the increased competition, the company introduced lower rates in 1994 which
produced a higher level of customer renewals and related fee income in 1994
but a lower level of interest income in 1995.


<PAGE>
PAGE 7
  Revenues increased $63 million (12%) and $25.7 million (15%) in the first
nine months and third quarter of 1995 compared to 1994's first nine months and
third quarter mainly due to higher interest income resulting principally from
the effects of the ITT acquisition, which more than offset the effects of
lower fee income.

   Interest expense increased $53.5 million (29%) and $19.7 million (31%) in
the first nine months and third quarter of 1995 over the comparable 1994
periods as a result of the higher levels of finance receivables outstanding
and an increase in short-term interest rates.  The provision for losses on
receivables increased $4.4 million (7%) in the first nine months of 1995 over
the comparable 1994 period due to increases in credit losses.  In the third
quarter of 1995, the provision for losses on receivables decreased $900,000
(4%) compared to the year ago period due to the effects of a decline in net
receivables outstanding during the third quarter of 1995, compared to an
increase in net receivables outstanding during the third quarter of 1994. 
Credit losses, net of recoveries, on an annualized basis as a percentage of
average consumer finance receivables outstanding, net of unearned finance
charges, were 1.77% and 1.78% for the first nine months and third quarter of
1995 compared to 1.91% and 2.01% for the comparable periods of 1994.  The
decrease resulted from the effect of the inclusion of the ITT portfolio in
average receivables outstanding.  Credit losses (net of recoveries) in total
increased $8.5 million (15%) and $2.6 million (13%) in the first nine months
and third quarter of 1995 over the comparable 1994 periods.  

   Consumer lending receivables grew 21% in the first nine months of 1995 due
principally to the portfolio purchased from ITT.  Excluding the loans acquired
from ITT, receivable growth was 1%.  Net consumer finance receivables
outstanding of $5 billion at September 30, 1995 included $4.1 billion of real
estate secured loans, principally first and second mortgages secured by
residential properties, of which 38% are located in California.  Real estate
loans originated in the third quarter of 1995 were $269.9 million compared to
$476.8 million in the third quarter of 1994, due to a decline in renewal
volume (which was caused in part by a return to higher rates in early 1995)
and increased competition.  The non-real estate loan portfolio has grown 12.7%
since December 31, 1994, reflecting management's strategy to pursue growth in
that area.

   Delinquent finance receivables, which are defined as receivables
contractually past due 60 days or more, were $139.2 million (2.65% of finance
receivables outstanding) at September 30, 1995 compared to $197.4 million
(3.71% of finance receivables outstanding) at June 30, 1995 and $90.2 million
(2.08% of finance receivables outstanding) at December 31, 1994.  The $49
million increase from December 31, 1994 to September 30, 1995 includes the
effects of the ITT portfolio acquisition which included the purchase of
delinquent accounts at a discount.  The $58.2 million decrease from June 30,
1995 to September 30, 1995 is principally due to accelerated collection
activity on the acquired ITT portfolio.  Management has established an
allowance for losses equal to 3.41% of net consumer finance receivables
outstanding at September 30, 1995 compared to 2.83% at December 31, 1994; the
increase in the percentage is due to the acquisition of the ITT portfolio.  
   
   When foreclosure proceedings begin on an account secured with real estate,
the account is moved from finance receivables to other assets and is written
down to the estimated realizable value of the collateral if less than the
account balance.  After foreclosure, repossessed assets are carried at the
lower of cost or fair value less estimated selling costs.  Accounts in
foreclosure and repossessed assets held for sale totaled $239.1 million at
September 30, 1995, of which 73% pertained to California, compared to $226.1
million at December 31, 1994, of which 79% pertained to California.  Because
future improvements may be impacted by factors such as economic conditions and
the state of the real estate market, particularly in California, the extent
and timing of any change in the trend of foreclosures and repossessed assets
remains uncertain.

<PAGE>
PAGE 8
Commercial Lending

  Commercial lending net income for the first nine months of 1995 was $36.5
million compared to $25.1 million for the first nine months of 1994.

  Income, before the amortization of goodwill, for the first nine months of
1995 increased $11.4 million (35%) over the first nine months of 1994. 
Operating results for the first nine months included a $4.8 million after tax
gain from the sale of a portfolio of consumer rediscount loans in the first
quarter of 1995, $2 million of which was included in third quarter operating
income when certain seller contingencies expired.  Results for 1994 included a
$9 million ($5.5 million after tax) charge for the relocation of the corporate
home office, and a $5.3 million ($4 million after tax) benefit from the
reversal of a valuation allowance no longer required due to the sale of the
repossessed rent-to-own stores.  Excluding the items discussed above,
commercial lending income, before the amortization of goodwill, for the first
nine months of 1995, increased $5.1 million (15%) over the comparable 1994
period.  The increase resulted mainly from increased margins and a lower
provision for losses.  Margins improved as a result of a greater spread
between the indices at which the commercial lending operation loaned to
customers and the indices at which funds were borrowed. These favorable
variances were offset in part by start up costs associated with the equipment
finance and leasing division of business credit, which began operations in the
second quarter of 1995 and provides collateralized equipment lending.

  Revenues in the first nine months of 1995 increased $46.1 million (18%) over
the corresponding period of 1994 mainly due to a higher average portfolio
yield attributable to higher interest rates.

  Interest expense increased $30.5 million (37%) compared to the first nine
months of 1994 due to a higher average interest rate on borrowings.  Operating
expenses declined $1.0 million (1%) during the first nine months of 1995 from
the comparable 1994 period mainly as a result of the $9 million ($5.5 million
after-tax) charge in the third quarter of 1994 for the relocation of the
corporate home office which was offset in part by the $5.3 million ($4 million
after-tax) valuation allowance no longer required due to the sale of the
repossessed rent-to-own stores.  Excluding the unusual items in 1994,
operating expenses increased $2.7 million (3%) in the first nine months of
1995 primarily due to expenses related to the start up of the equipment
finance and leasing operation.  The provision for losses on receivables
declined $4.6 million (29%) in the first nine months of 1995 from the
comparable 1994 period principally due to 1994 charges related to the consumer
rediscount loan portfolio which was sold in the first quarter 1995, and lower
losses during 1995 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 0.26%
for the first nine months of 1995 compared to 0.27% for the first nine months
of 1994.

  Net commercial finance receivables outstanding decreased $41.8 million (2%)
from December 31, 1994.  The lower net receivables reflect the February 1995
sale of the consumer rediscount loan portfolio comprising $118 million of net
outstanding receivables, and the reclassification of $47.5 million in net
receivables outstanding to assets held for sale, which is included in other
assets on the consolidated balance sheet, resulting from the commercial
lending operation's decision in March 1995 to exit its operations in Puerto
Rico.  These decreases were offset in part by receivables growth in the
equipment finance and leasing portfolio.  Management has established an
allowance for losses equal to 2.75% of net commercial finance receivables
outstanding as of September 30, 1995 compared to 3.12% at December 31, 1994. 
This decrease is primarily the result of reclassifying the Puerto Rico
receivables, which had a larger reserve requirement, to assets held for sale.

  Delinquent receivables, which are defined as the instalment balance for
inventory finance and business credit receivables and the receivable balance
for all other receivables over 60 days past due, were $7.1 million (0.26% of
receivables outstanding) at September 30, 1995 compared to $17.7 million
(0.63% of receivables outstanding) at December 31, 1994.  Delinquent
receivables declined primarily due to the reclassification of the Puerto Rico
receivables portfolio to assets held for sale.  Increased delinquency in the
core business units was more than offset by a decline in the liquidating
portfolio delinquency.
<PAGE>
PAGE 9

  Nonearning receivables, which are defined as balances from borrowers that
are over 90 days delinquent or at such earlier time as full collectibility
becomes doubtful, were $19.9 million (0.72% of receivables outstanding) at
September 30, 1995 compared to $21.9 million (0.78% of receivables
outstanding) at December 31, 1994.  The decline in nonearning receivables was
primarily due to the reclassification of $5.4 million of nonearning Puerto
Rico receivables to assets held for sale which was offset by an increase in
nonearning receivables in the core business portfolio.

  Assets held for sale as of September 30, 1995 totaled $20.4 million, net of
a $44.7 million valuation allowance, and consisted of Puerto Rico assets of
$49.7 million, other assets of $9.8 million, and rent-to-own receivables of
$5.6 million.  The March 1995 decision to exit operations in Puerto Rico
resulted in the reclassification of $47.5 million in net receivables and $9.4
million in other assets to assets held for sale.  In October 1995, the
commercial lending operation sold $48 million of the assets of its Puerto
Rican operation at no gain or loss.  Assets held for sale at December 31, 1994
totaled $10.9 million, net of a $65.1 million valuation allowance, and
consisted of rent-to-own finance receivables of $72.4 million and other assets
of $3.6 million.  Of the finance receivables held for sale at September 30,
1995, $6.1 million were classified as delinquent and $4.6 million were
classified as nonearning compared to $24.5 million classified as both
delinquent and nonearning at December 31, 1994.

Leasing
  Leasing net income for the first nine months and third quarter of 1995 was
$54.2 million and $20.1 million compared to $43.6 million and $15.9 million
for the first nine months and third quarter of 1994.  Leasing income, before
the amortization of goodwill, for the first nine months and third quarter of
1995 was $55.8 million and $20.7 million compared to $45.1 million and $16.4
million in the comparable periods of 1994.

  Leasing income, before the amortization of goodwill, for the first nine
months and third quarter of 1995, increased $10.7 million (24%) and $4.3
million (26%) over the first nine months and third quarter of 1994 mainly due
to more on-hire standard and tank containers and European trailers.  In
addition, higher gains were experienced on the sale of equipment and a $2.2
million after tax favorable adjustment to depreciation resulted from the final
settlement of the Tiphook purchase price in the third quarter of 1995. 
Partially offsetting these increases were lower earnings in the rail trailer
business which experienced a downturn in utilization.  Earnings for the nine
months also benefited from a $1.8 million settlement of an outstanding state
tax issue in the second quarter of 1995.  

  Revenues for the first nine months and third quarter of 1995 increased $86.6
million (19%) and $13.9 million (8%) over the corresponding 1994 periods.  The
increases were primarily due to a larger standard and tank container fleet,
principally as a result of the acquisition of the container division assets of
Tiphook plc in March, 1994 and more on-hire standard, tank and refrigerated
containers and European trailers.  Partially offsetting these increases were
lower revenues in the rail trailer business.

  Expenses increased $69 million (18%) and $6.9 million (5%) in the first nine
months and third quarter of 1995 over 1994's first nine months and third
quarter mainly due to higher ownership and operating costs associated with a
larger standard, tank, and refrigerated container and European trailer fleets.

  The combined utilization of standard containers, refrigerated containers,
domestic containers, tank containers and chassis averaged 86% and 85% for the
first nine months and third quarter of 1995, compared to 81% for both the
first nine months and third quarter of 1994.  Rail trailer utilization was 75%
and 74% for the first nine months and third quarter of 1995 compared to 91%
for both the first nine months and third quarter of 1994.  European trailer
utilization was 95% and 94% for the first nine months and third quarter of
1995 compared to 96% and 95% for the first nine months and third quarter of
1994.
<PAGE>
PAGE 10
Derivatives

  The operations of the Company are subject to risk of interest rate
fluctuations to the extent that there is a difference between the cash flows
from the Company's interest-earning assets and the cash flows related to its
liabilities that mature or are repriced in specified periods.  In the normal
course of its operations, the Company hedges some of its interest rate risk
with derivative financial instruments.  These derivatives comprise primarily
interest rate swap agreements.  Derivative financial instruments with a
notional amount of $649.0 million at September 30, 1995 and $744.1 million at
December 31, 1994 and designated as hedges of the Company's liabilities were
outstanding.

  While the Company is exposed to credit risk in the event of nonperformance
by the other party, nonperformance is not anticipated due to the credit rating
of the counterparties.  At September 30, 1995, the interest rate swap
agreements are with financial institutions rated A or better by one or more of
the major credit rating agencies.  At September 30, 1995, the fair value of
the Company's derivative financial instruments was a net obligation of $12.7
million comprising agreements with aggregate gross obligations of $14.3
million and agreements with aggregate gross benefits of $1.6 million.


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

     Omitted in accordance with General Instructions H.  See "Management's
Discussion and Analysis of the Results of Operations" following the financial
statements of the Registrant (Item I).

<PAGE>
PAGE 11
                                      PART II.   OTHER INFORMATION

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

      a)    Exhibits.

         EX-12    Computation of Ratio of Earnings to Fixed Charges.
         EX-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)




By JOHN LORENTZ
Assistant Secretary and
Acting Chief Accounting Officer


Date:     November 14, 1995









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