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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                                 --------------

                                   FORM 10-Q/A

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

                  For Quarterly Period Ended September 30, 1998

                          Commission File Number 1-2964

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

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

                                    
           Delaware                                       94-0932790
(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,  $1 par  value,  outstanding  as of
close of business on January 19, 1999: 124,533,166 shares.




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Transamerica Corporation hereby amends, as set forth below, its Quarterly Report
on Form 10-Q for the quarterly period ended September 30, 1998 filed on November
13, 1998:


Item 5.  Other Information.

In December  1998,  the Board of Directors  approved an amendment to the advance
notice  provisions of the Company's  By-Laws.  Under the amended  provisions,  a
stockholder who wishes to present business or a director nomination at an annual
meeting of  stockholders  must  provide  notice of its  intention  to do so, and
certain other information,  not less than seventy days nor more than ninety days
prior to the first  anniversary of the preceding year's annual meeting.  For the
annual  meeting  to be  held  on  April  22,  1999,  therefore,  notice  of such
stockholder  business  must be presented  not later than February 12, 1999 to be
considered timely under the By-Laws.

Also  in  December  1998,   the  Company  filed  its  Restated   Certificate  of
Incorporation with the Delaware Secretary of State.



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

(a)      Exhibits.

3(i) Restated Certificate of Incorporation of Transamerica Corporation, as filed
with the Secretary of State of the State of Delaware on December 21, 1998.

3(ii) By-Laws of Transamerica Corporation, as amended on December 17, 1998.

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                                   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:  January 21, 1999