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                     SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C.  20549

                             __________________


                                FORM 10-Q/A-1

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

For Quarterly Period Ended September 30, 1996


Commission File Number 1-6798

                             __________________


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

            Delaware                                           95-1077235
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                           Identification No.)


                            600 Montgomery Street
                       San Francisco, California 94111
                  (Address of principal executive offices)
                                 (Zip Code)

                               (4l5) 983-4000
            (Registrant's telephone number, including area code)




     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.   Yes  X      No

     Number of shares of Common Stock, $10 par value, outstanding as of close
of business on October 31, 1996: 1,464,285.


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Transamerica Finance Corporation hereby amends, as set forth below, its
Quarterly Report on Form 10-Q for the quarterly period ended September 30,
1996 filed on November 8, 1996 to correct the amount shown in the line item
"Unallocated Items" under "Third Quarter Income (Loss) - 1995."


Item 2.   Management's Discussion and Analysis of Financial Condition and
          Results of Operations
  
  
<TABLE>  
                                   REVENUES AND INCOME BY LINE OF BUSINESS
<CAPTION>
                                      Nine months ended September 30,               Third Quarter
                                      Revenues              Income (Loss)           Income (Loss)
                                  1996        1995         1996      1995         1996        1995
                                                         (Amounts in millions)

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

Consumer lending .............  $  579.2    $  578.1      $(52.7)   $ 64.8      $(65.8)     $ 24.2
Commercial lending ...........     288.0       294.5        51.5      43.6        20.1        13.1
Leasing ......................     548.6       543.2        59.7      55.8        22.0        20.7
Unallocated items ............       9.9         9.0         0.4      (1.3)        1.1        (0.5)
Amortization of goodwill .....                              (8.7)     (8.7)       (2.9)       (2.9)
                                ________    ________      ______    ______      ______      ______
Total revenues and net
    income ...................  $1,425.7    $1,424.8      $ 50.2    $154.2      $(25.5)     $ 54.6
                                ========    ========      ======    ======      ======      ======

</TABLE>


                                                      
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Consumer Lending

     Consumer lending results for the first nine months of 1996 were a net
loss of $52.7 million compared to net income of $64.7 million for the first
nine months of 1995.  Results for the third quarter of 1996 were a loss of
$65.8 million compared to net income of $24.2 million for the third quarter of
1995.  Consumer lending results before the amortization of goodwill, for the
first nine months of 1996 were a loss of $52.6 million compared to income of
$64.8 million for the year ago period.  Results before the amortization of
goodwill, for the third quarter of 1996 were a loss of $65.7 million compared
to income of $24.2 million in the third quarter of 1995.  Consumer lending
results, before the amortization of goodwill, for the first nine months of
1996 decreased $117.4 million from the first nine months of 1995 due primarily
to higher provision for losses on receivables and higher operating expenses. 
For the third quarter of 1996 income before the amortization of goodwill
decreased by $89.9 million from the third quarter of 1995 due primarily to
higher provision for losses on receivables, higher operating expenses and
lower revenues.

     The company previously announced that management intends to accelerate
its efforts to reduce exposure to the non real estate loan segment of the
portfolio by further curtailing production in that segment, liquidating
selected portions of that segment and intensifying collection efforts.  During
the third quarter of 1996, the company adopted a plan to implement its
previously announced intent and expanded the plan to include certain real
estate secured portfolios.  The plan covers $1.1 billion in receivables. 
Management intends to pursue the collection and liquidation of these
receivables through a centralized collection unit that was established during
the third quarter of 1996.  In addition, arrangements have been made through
existing relationships with outside third parties to assist in the
accelerated collection effort.

     Revenues and average net receivables for the first nine months of 1996
were essentially unchanged from the comparable period of 1995.  Revenue and
average receivables in the first quarter of 1996, which were higher than the 
first quarter of 1995 due to the March 31, 1995 ITT acquisition, offset
declines in revenues and average receivables in the second and third quarters
of 1996.  For the third quarter of 1996, revenues decreased $15.5 million (8%)
from the third quarter of 1995 reflecting a decrease in average net
receivables outstanding.  The continuing runoff of the ITT portfolio, which
included delinquent accounts purchased at a discount, contributed to the
decrease in average net receivables along with the sales of two small non real
estate loan portfolios, and runoff in other portfolios which exceeded
originations.

     Interest expense for the first nine months and third quarter of 1996
decreased $11.5 million (5%) and $9.3 million (11%) from the comparable year
ago periods reflecting reduced borrowing rates and, in the third quarter of
1996, a reduced level of borrowings.  Other operating expenses for the first
nine months and third quarter of 1996 increased $32.1 million (19%) and $18.2
million (32%) over the same periods a year ago reflecting increased expenses
on disposition of repossessed assets; increased advertising costs; higher
contract service fees pertaining to customer service, collections and
consolidating processing functions into a centralized environment; and a $6.4
million write down of the company's computer delivery system.

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     The provision for losses on receivables for the first nine months and
third quarter of 1996 increased $176.8 million and $125.6 million compared to
the same periods a year ago primarily due to recent increased delinquencies
and increased credit losses as well as the adoption of the plan discussed
above.  Net credit losses for the first nine months and third quarter of 1996
increased $46.1 million (73%) and $14.5 million (64%) over the comparable
periods of 1995.  Losses on non real estate loans represented $16.1 million
and $1.7 million of the increase in the first nine months and third quarter of
1996 over the comparable periods of 1995 primarily reflecting increasing
levels of consumer bankruptcies.  Increased losses from the ITT portfolio
represented $13.4 million and $2.1 million of the increases for the first nine
months and third quarter of 1996 compared to the same periods of 1995. 
Excluding ITT, real estate losses represented $16.6 million and $10.7 million
of the increases in the first nine months and third quarter of 1996 over the
same periods of 1995 reflecting increased California foreclosure activity. 
Net credit losses as a percentage of average net outstandings were 3.06% and
3.19% for the first nine months and third quarter of 1996 compared to 1.77%
and 1.78% for the same periods of 1995.  In addition to higher credit losses,
the increase in the percentage for the third quarter of 1996 was affected by
lower outstanding receivables.
 
     Net consumer finance receivables at September 30, 1996 and December 31,
1995 were $4.6 billion and $4.9 billion of which $3.8 billion and $4 billion
were real estate secured loans, principally first and second mortgages secured
by residential properties.  Approximately 35% of the real estate secured loans
were located in California.  The decrease in net receivables was primarily
due to the continuing liquidation of the ITT portfolio, the sale of two small
non real estate portfolios and runoff in other portfolios which exceeded
originations.

     Delinquent finance receivables, which are defined as receivables
contractually past due 60 days or more, were $176.3 million (3.72% of finance
receivables outstanding) at September 30, 1996 compared to $143.6 million
(2.79% of finance receivables outstanding) at December 31, 1995. 
Approximately one third of the increase in the delinquency percentage was due
to the effects of lower outstanding receivables at September 30, 1996 with the
remainder caused by an increase in delinquencies of $32.7 million.  Real
estate loan delinquency increased by $20.4 million and non real estate loan
delinquency increased by $12.3 million.

     Total delinquent finance receivables were 3.72% of receivables
outstanding at September 30, 1996.  At September 30, 1996 delinquencies on the
$1.1 billion of other receivables segregated for liquidation (discussed
above) were 7.39% of receivables outstanding while delinquencies in the
remaining core portfolio were 2.55% of receivables outstanding.  Total
delinquencies were 2.79% of receivables outstanding at December 31, 1995.  

     Management has established an allowance for losses equal to 6.29% of net
consumer finance receivables outstanding at September 30, 1996 compared to
3.32% at December 31, 1995.  This increase is in response to recent increased
delinquencies as well as the adoption of the plan to implement management's
previously announced intent to accelerate its efforts to reduce its exposure
to the non real estate loan segment discussed above.  The September 30, 1996 

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allowance comprises 4.69% of real estate secured and other finance
receivables, and 11.3% of receivables segregated for liquidation.

     Accrual of interest and other finance charges is suspended on accounts
that become contractually past due more than 29 days.  At September 30, 1996
and December 31, 1995 such nonearning net receivables amounted to $357.9
million and $308 million.  Payments received on accounts while in nonaccrual
status are applied to principal and interest income according to the terms of
the loan.

     When foreclosure proceedings begin on an account secured by real estate,
the account is moved from finance receivables to other assets and is written
down to the lower of the account balance or the fair value of the collateral
less estimated selling costs.  Accounts in foreclosure and repossessed assets
held for sale totaled $209.8 million at September 30, 1996 of which 58%
pertained to California.  Accounts in foreclosure and repossessed assets held
for sale totaled $207.3 million at December 31, 1995, of which 69% pertained
to California.

     Since any change in the trends in the level of receivables, credit
losses, delinquencies, accounts in foreclosure, repossessed assets and
results of operations may be impacted by factors such as economic conditions,
competition, and for accounts secured by real estate, the state of the real
estate market, particularly in California, the extent and timing of any change
in these trends is uncertain.

Commercial Lending

     Commercial lending net income for the first nine months and third quarter
of 1996 was $44.4 million and $17.8 million compared to $36.5 million and
$10.7 million for the corresponding periods of 1995.  Commercial lending
income, before the amortization of goodwill, was $51.5 million and $20.1
million in the first nine months and third quarter of 1996 compared to $43.6
million and $13.1 million in the same periods of 1995.

     Commercial lending income, before the amortization of goodwill, for the
first nine months and third quarter of 1996 increased $7.9 million (18%) and
$7 million (54%) from 1995's first nine months and third quarter.  Third
quarter 1996 operating results included a $4.5 million benefit resulting
primarily from the resolution of previously disputed issues relating to the
1995 sale of Puerto Rican assets.  Results for the first nine months of 1995
included a $4.8 million after tax gain from the sale of a portfolio of
consumer rediscount loans in the first quarter, $2 million of which was
included in third quarter operating income when certain seller contingencies
expired.  Excluding the items discussed above, commercial lending income
before the amortization of goodwill, for the first nine months and third
quarter of 1996 increased $8.2 million (21%) and $4.5 million (41%) primarily
due to increased margins.  Margins were enhanced during the first nine months
and third quarter of 1996 due to the higher spread between the indices at
which the commercial lending operation loaned to customers versus the indices
at which funds were borrowed and higher average receivables outstanding due to
growth in each of the core businesses.

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     Revenues in the first nine months of 1996 decreased $6.5 million (2%) and
increased $1.5 million (2%) for the quarter over the corresponding 1995
periods.  The decrease was primarily attributable to the gain on sale of the
rediscount loan portfolio in 1995.  Higher average net receivables outstanding
attributable to receivable growth contributed to increased revenues
particularly in the third quarter.

     Interest expense decreased $6.1 million (6%) and $350,000 (1%) in the
first nine months and third quarter of 1996 over the comparable 1995 periods
due to a lower average interest rate on borrowings.  Operating expenses for
the first nine months and third quarter decreased $4.1 million (4%) and $4.6
million (12%) respectively.  The decrease was primarily a result of the third
quarter 1996 reversal of reserves related to the resolution of previously
disputed issues associated with the 1995 sale of Puerto Rican assets.  The
provision for losses on receivables decreased $6.7 million (61%) and $3.1
million (97%) from the first nine months and third quarter of 1995.  The
decreases were mainly the result of the 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 .07% and .04% for the first nine months
and third quarter of 1996 compared to .26% and .11% for the comparable periods
of 1995.  The decline was primarily due to the relatively higher level of
credit losses in 1995 related to the consumer rediscount portfolio which was
sold during the first quarter of 1995. 

     Net commercial finance receivables outstanding increased $264.8 million
(9%) from December 31, 1995.  Receivables growth was experienced in each of
the core businesses.  The core businesses comprise business credit and
inventory finance.  The Business Credit grew $177 million primarily due to
growth in the equipment finance and leasing operation.  Inventory finance
experienced an increase of $90 million primarily due to increased penetration
of existing markets through joint venture alliances and other activities. 
Management has established an allowance for losses equal to 2.41% of net
commercial finance receivables outstanding as of September 30, 1996 compared
to 2.54% at December 31, 1995.  

     Delinquent receivables are defined as the instalment balance for
inventory finance and asset based lending receivables and the outstanding loan
balance for all other receivables over 60 days past due.  Delinquent
receivables were $8.1 million (0.25% of receivables outstanding) at September
30, 1996 compared to $8.2 million (0.28% of receivables outstanding) at
December 31, 1995.  

     Nonearning receivables are defined as balances from borrowers that are
over 90 days delinquent or at such earlier time as full collectibility becomes
doubtful.  Accrual of finance charges is suspended on nonearning receivables
until such time as past due accounts are collected.  Nonearning receivables
were $15.2 million (0.47% of receivables outstanding) at September 30, 1996
compared to $15.5 million (0.53% of receivables outstanding) at December 31,
1995. 

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Leasing

     Leasing net income for the first nine months and third quarter of 1996
was $58.1 million and $21.5 million compared to $54.2 million and $20.2
million for the first nine months and third quarter of 1995.  Leasing income,
before the amortization of goodwill, was $59.7 million and $22 million in the
first nine months and third quarter of 1996 compared to $55.8 million and
$20.7 million in the corresponding periods of 1995.

     Leasing income, before the amortization of goodwill, for the first nine
months and third quarter of 1996 increased $3.9 million (7%) and $1.3 million
(7%) over the first nine months and third quarter of 1995.  These increases
were primarily due to a larger portfolio of finance leases, and lower
ownership and operating costs for the rail trailer business, partially offset
by lower chassis earnings resulting from lower rental and utilization rates.

     Revenue for the first nine months of 1996 increased $5.4 million (1%)
over the corresponding 1995 period, primarily due to a larger on-hire fleet of
refrigerated and tank containers, and European trailers and a larger portfolio
of finance leases.  Partially offsetting these revenue increases were lower
revenues in standard container resulting from lower utilization and rental
rates.  Rail trailers also reported lower revenues due to lower gains on the
sale of equipment.

     Revenue for the third quarter of 1996 decreased $600,000 (-%) from the
1995 third quarter due to lower utilization and rental rates in standard
containers, partially offset by increased revenue from a larger on-hire fleet
of refrigerated containers and European trailers and a larger finance lease
portfolio.

     Expenses for the first nine months of 1996 increased $6.9 million (2%)
over the corresponding 1995 period.  Expenses for the third quarter of 1996
decreased $300,000 from the third quarter of 1995.  The nine month increase
was mainly due to larger refrigerated container, chassis and European trailer
fleets, partially offset by a smaller rail trailer fleet.

     The combined utilization of standard containers, refrigerated containers,
domestic containers, tank containers and chassis averaged 81% for both the
first nine months and third quarter of 1996 compared to 86% and 85% for the
first nine months and third quarter of 1995.  Rail trailer utilization was 80%
and 81% for the first nine months and third quarter of 1996 compared to 75%
and 74% for the first nine months and third quarter of 1995.  European
trailer utilization was 92% for the first nine months and third quarter of
1996 compared to 95% and 94% for the first nine months and third quarter of
1995.

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 

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with derivative financial instruments.  These derivatives comprise primarily
interest rate swap agreements.  The Company does not use derivative financial
instruments for trading or speculative purposes, nor is the Company a party to
any leveraged derivative contracts.

     Derivative financial instruments with a notional amount of $1,110.7
million at September 30, 1996 and $764.4 million at December 31, 1995 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, 1996, the
derivative financial instruments discussed above were issued by financial
institutions rated A or better by one or more of the major credit rating
agencies.  At September 30, 1996 and December 31, 1995 the fair value of the
Company's derivative financial instruments was a net obligation of $3.6
million and $19.4 million comprising agreements with aggregate gross benefits
of $9.2 million and $1.7 million and agreements with aggregate gross
obligations of $12.8 million and $21.1 million.

                                 Signatures

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

TRANSAMERICA FINANCE CORPORATION
(Registrant)



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

Date:  November 13, 1996