Page 1


                       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, 1999


                          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 November 5, 1999: 1,464,285.




<PAGE>



Page 2


                        TRANSAMERICA FINANCE CORPORATION

                                    FORM 10-Q

Part I.  Financial Information

Item 1.  Financial Statements


     The following unaudited  consolidated  financial statements of Transamerica
Finance  Corporation  and  Subsidiaries  (the  "Company")  for the periods ended
September  30, 1999 and 1998,  and the balance  sheet as of December 31, 1998 do
not include  complete  financial  information  and should be read in conjunction
with the  Consolidated  Financial  Statements  filed with the  Commission in the
Company's  Annual Report on Form 10-K for the year ended  December 31, 1998. 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
Company's businesses.

                                    * * * * *

     On July 21, 1999, Transamerica Corporation, which owns all of the Company's
outstanding common stock, completed its merger with a subsidiary of AEGON N. V.,
a  Netherlands   based   international   life  insurance  group.  As  a  result,
Transamerica Corporation is now a direct subsidiary of AEGON N. V.

     The  consolidated  ratio of  earnings  to fixed  charges  was  computed  by
dividing net income 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>



Page 3

<TABLE>

                TRANSAMERICA FINANCE CORPORATION AND SUBSIDIARIES
                                  -------------
                           CONSOLIDATED BALANCE SHEET

                   (Amounts in millions except for share data)
<CAPTION>

                                                                     September 30,          December 31,
                                                                         1999                   1998
<S>                                                                   <C>                    <C>

Assets:
Cash and cash equivalents                                             $    118.5             $     51.2

Finance receivables                                                      8,292.9                6,943.7
         Less unearned fees ($666.4 in 1999 and
            $521.2 in 1998) and allowance for losses                       799.6                  645.3
                                                                      ----------             ----------
                                                                         7,493.3                6,298.4

Property and equipment less accumulated depreciation
   of $1,469.9 in 1999 and $1,300 in 1998:
         Land, buildings and equipment                                      61.5                   49.1
         Equipment held for lease                                        3,019.9                3,038.0
Goodwill, less accumulated amortization of
   $186.6 in 1999 and $172.6 in 1998                                       411.8                  423.4
Assets held for sale                                                         6.7                  180.8
Other assets                                                               746.6                  758.7
                                                                      ----------             ----------
                                                                      $ 11,858.3             $ 10,799.6
                                                                      ==========             ==========

Liabilities and Stockholder's Equity:
Debt:
         Unsubordinated                                               $  8,191.7             $  7,365.4
         Subordinated                                                      371.1                  433.2
                                                                      ----------             ----------
                  Total debt                                             8,562.8                7,798.6

Accounts payable and other liabilities                                   1,149.0                1,004.1
Income taxes payable                                                       474.9                  407.0

Stockholder's equity:
         Preferred stock --authorized, 250,000
              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                                      1,631.7                1,532.9
         Retained earnings                                                  36.1                   48.0
         Component of other cumulative
              comprehensive income:
              Foreign currency translation adjustments                     (10.8)                  (5.6)
                                                                      ----------             ----------
Total stockholder's equity                                               1,671.6                1,589.9
                                                                      ----------             ----------
                                                                      $ 11,858.3             $ 10,799.6
                                                                      ==========             ==========
</TABLE>




<PAGE>



Page 4

<TABLE>

                TRANSAMERICA FINANCE CORPORATION AND SUBSIDIARIES

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

                        CONSOLIDATED STATEMENT OF INCOME
                              (Amounts in millions)
<CAPTION>

                                                    Nine months ended               Three months ended
                                                      September 30,                    September 30,

                                                   1999          1998              1999           1998
<S>                                             <C>           <C>               <C>            <C>

REVENUES
Finance charges and other fees                  $   629.0     $     513.6       $    219.4     $     170.6
Leasing revenues                                    512.8           548.5            172.0           181.5
Other                                               129.4            71.9             31.0            28.2
                                                ---------     -----------       ----------     -----------

                  Total revenues                  1,271.2         1,134.0            422.4           380.3

EXPENSES
Interest and debt expense                           327.5           279.9            108.4            91.6
Depreciation on equipment held for lease            218.5           207.1             74.1            70.6
Salaries and other operating expenses               496.1           450.5            164.5           150.8
Provision for losses on receivables                  60.2            39.4             20.5            13.4
                                                ---------     -----------       ----------     -----------

                  Total expenses                  1,102.3           976.9            367.5           326.4
                                                ---------     -----------       ----------     -----------

Income before income taxes                          168.9           157.1             54.9            53.9
Income taxes                                         66.1            59.8             21.2            20.8
                                                ---------     -----------       ----------     -----------

Net income                                      $   102.8     $      97.3       $     33.7     $      33.1
                                                =========     ===========       ==========     ===========


Consolidated ratio of earnings
   to fixed charges                                  1.49            1.53
                                                     ====            ====
</TABLE>





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Page 5

<TABLE>

                TRANSAMERICA FINANCE CORPORATION AND SUBSIDIARIES
                                  ------------
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                              (Amounts in millions)
<CAPTION>

                                                                        Nine months ended
                                                                          September 30,
                                                                     1999             1998
<S>                                                               <C>              <C>

OPERATING ACTIVITIES
Net income                                                        $    102.8       $    97.3
Adjustments to reconcile net income
    to net cash provided by operating activities:
        Depreciation and amortization                                  243.1           224.6
        Provision for losses on receivables                             60.2            39.4
        Amortization of discount on long-term debt                      12.1             9.2
        Change in accounts payable and other
             liabilities                                               145.9          (141.2)
        Change in income taxes payable                                  52.6            78.5
        Other                                                          (88.9)          220.7
                                                                  ----------       ---------

Net cash provided by operating activities                              527.8           528.5


INVESTING ACTIVITIES
Finance receivables originated                                     (19,538.9)      (15,918.0)
Finance receivables collected and sold                              18,301.8        15,342.1
Purchase of property and equipment                                    (300.3)         (300.9)
Sales of property and equipment                                         47.9            83.7
Purchase of finance receivables from
      Whirlpool Finance Corporation                                                    (386.4)
Proceeds from sale of Transamerica HomeFirst                           200.0
Other                                                                   74.6             4.2
                                                                  ----------       ---------

Net cash used by investing activities                               (1,214.9)       (1,175.3)


FINANCING ACTIVITIES
Proceeds from debt financing                                         5,382.9         1,776.4
Payments of debt                                                    (4,612.6)       (1,143.6)
Net capital contributions from parent                                   98.8            78.0
Cash dividends paid                                                   (114.7)          (92.8)
                                                                  ----------       ---------

Net cash provided by financing activities                              754.4           618.0
                                                                  ----------       ---------

Increase (decrease) in cash and cash equivalents                        67.3           (28.8)
Cash and cash equivalents at beginning of year                          51.2            70.1
                                                                  ----------       ---------

         Cash and cash equivalents at end of period               $    118.5       $    41.3
                                                                  ==========       =========
</TABLE>



<PAGE>



Page 6

<TABLE>

                TRANSAMERICA FINANCE CORPORATION AND SUBSIDIARIES

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

                                                        Nine months ended
                                                          September 30,

                                                      1999                1998

<S>                                                <C>                 <C>

Balance at beginning of year                       $    48.0
Net income                                             102.8           $   97.3
Dividends                                             (114.7)             (92.8)
                                                   ---------           --------
Balance at end of period                           $    36.1           $    4.5
                                                   =========           ========
</TABLE>





Item 2.   Management's Narrative Analysis of Results of Operations



<TABLE>

                     REVENUES AND INCOME BY LINE OF BUSINESS
                              (Amounts in millions)
<CAPTION>

                                            Nine months ended September 30,                           Third Quarter
                                          Revenues                   Income (loss)                     Income (loss)
                                      1999         1998           1999          1998                 1999          1998


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

Commercial lending                 $   650.8   $    511.4       $    77.7     $   72.3            $    29.9     $   25.3
Leasing                                596.7        608.5            33.1         44.7                  9.4         13.5
Other                                   23.7         14.1             5.7         (8.4)                (1.2)        (1.7)
Amortization of goodwill                                            (13.7)       (11.3)                (4.4)        (4.0)
                                   ---------   ----------       ---------     --------            ---------     --------

                                   $ 1,271.2   $  1,134.0       $   102.8     $   97.3            $    33.7     $   33.1
                                   =========   ==========       =========     ========            =========     ========
</TABLE>





<PAGE>



Page 7


Commercial Lending

     Commercial Lending comprises the Company's  distribution finance,  business
credit and equipment finance  operations.  Commercial lending net income for the
first nine months and third  quarter of 1999 was $65.6 million and $26.1 million
compared to $62.6 million and $21.8 million for the comparable  periods of 1998.
Income, before the amortization of goodwill, for the first nine months and third
quarter of 1999  increased  $5.4 million (8%) and $4.6 million (19%) from 1998's
nine months and third  quarter.  Operating  results for the first nine months of
1999 included  $1.7 million in after tax gains from the sale and  securitization
of finance receivables.  There were no gains from the sale and securitization of
finance receivables in the third quarters of 1999 or 1998. The first nine months
of  1998   included   $5.3  million  in  after  tax  gains  from  the  sale  and
securitization  of finance  receivables,  a first quarter $3 million tax benefit
from the resolution of prior year tax matters,  and a first quarter $2.1 million
after tax  charge  for losses and the  restructuring  of the  insurance  premium
finance business.  Excluding the above items,  commercial  lending income before
the  amortization  of goodwill for the first nine months of 1999  increased $9.9
million (15%) over the comparable  prior year period.  Higher margins  resulting
from higher  average net  receivables  outstanding  contributed to the increased
profits and more than offset  increased  operating  expenses and  provision  for
losses on  receivables  in the first  nine  months  and  third  quarter  of 1999
compared to the same periods of 1998.

     Revenues  in the first  nine  months and third  quarter  of 1999  increased
$139.4  million  (27%) and  $53.4  million  (31%)  over the  corresponding  1998
periods.  Revenues  rose  principally  as a result  of  growth  in  average  net
receivables  outstanding  and higher  servicing and other income on  securitized
receivables.

     Interest  expense  increased $53.2 million (36%) and $21.1 million (45%) in
the first nine  months  and third  quarter  of 1999 due to higher  average  debt
levels needed to support  receivable  growth.  Operating  expenses for the first
nine months and third  quarter of 1999  increased  $55.6 million (25%) and $17.8
million (25%)  primarily as a result of costs related to product line  expansion
and servicing of  receivables.  The provision for losses on receivables  for the
first nine months and third  quarter of 1999  increased  $16.9 million (45%) and
$6.8 million (53%) from the corresponding  1998 periods  principally as a result
of growth in  receivables.  Credit losses,  net of recoveries,  on an annualized
basis as a percentage of average commercial finance receivables outstanding, net
of unearned finance charges,  were 0.90% for the first nine months and 0.83% for
the third quarter of 1999 compared to 0.70% and 0.73% for the comparable periods
of 1998.

     Net  commercial  finance  receivables  outstanding  at September  30, 1999,
increased  $1.1 billion (19%) from December 31, 1998 due to continued  growth in
each of the  business  segments.  During  the first  nine  months  of 1999,  the
commercial lending operation securitized approximately $250 million of inventory
floorplan  receivables,  $150 million of equipment lease finance receivables and
$150  million  of retail  revolving  credit  card  receivables.  Management  has
established  an allowance  for losses equal to 1.72% of net  commercial  finance
receivables  outstanding  as of September 30, 1999 compared to 1.99% at December
31, 1998.

     Delinquent  receivables are defined as the instalment balance for inventory
finance and business  credit asset based lending  receivables  more than 60 days
past due and the receivable  balance for all other receivables over 60 days past
due. At September 30, 1999, delinquent  receivables were $71.5 million (0.99% of
receivables  outstanding)  compared  to  $98.6  million  (1.63%  of  receivables
outstanding) at December 31, 1998. The decline  resulted from lower  delinquency
in the equipment leasing portfolio.

     Nonearning receivables are defined as balances from borrowers that are more
than 90 days delinquent for non credit card  receivables or at such earlier time
as full  collectibility  becomes doubtful.  Nonearning  receivables on revolving
credit card  accounts are defined as balances from  borrowers in bankruptcy  and
accounts for which full  collectibility is doubtful.  Accrual of finance charges
is suspended on nonearning  receivables  until such time as past due amounts are
collected.  Nonearning  receivables  were $77.8  million  (1.08% of  receivables
outstanding)  at  September  30,  1999  compared  to  $65.7  million  (1.09%  of
receivables outstanding) at December 31, 1998.





<PAGE>



Page 8


Leasing

     Leasing  comprises  the Company's  marine  container,  structured  finance,
domestic products, tank containers, and European trailer operations. Leasing net
income for the first nine months and third quarter of 1999 was $31.6 million and
$8.9  million  compared to $43.2  million  and $13  million  for the  comparable
periods of 1998.

     Leasing  income,  before the  amortization  of  goodwill,  decreased  $11.6
million (26%) and $4.1 million (30%) for the first nine months and third quarter
of 1999  compared to the  corresponding  periods of 1998.  Earnings in 1999 were
lower in both  periods as a result of fewer  container  units on hire and higher
positioning costs which were partially offset by improved earnings from a larger
portfolio  of finance  leases and in the nine month  period by the $4.9  million
benefit from the termination of a tax-based leveraged lease in the first quarter
of 1999.

     Revenue for the first nine months and third quarter of 1999 decreased $11.8
million (2%) and $6.3 million (3%) as compared to the  corresponding  periods of
1998. Trade imbalances  between Asia, the United States and Europe,  and an over
supply of container  equipment  negatively affected container on-hire levels and
per diem rates.  Weak  economic  growth in Western  Europe during the first nine
months of 1999 had a  negative  impact on the  demand  for  short  term  trailer
rentals. Partially offsetting these factors were increased revenue from a larger
portfolio of finance leases and in the nine month period by the benefit from the
termination of a tax-based leverage lease in the first quarter of 1999.

     Expenses for the first nine months and third quarter of 1999 increased $6.9
million (1%) and $200,000 (- %) compared to the  corresponding  periods of 1998.
Operating costs for the first nine months increased primarily due to positioning
expenditures associated with the movement of container equipment from the United
States and Europe to Asia to meet anticipated demand. Partially offsetting these
increases  were lower  year 2000  conversion  costs in both the nine  months and
third quarter of 1999 compared to the same periods of 1998.

     The combined utilization of standard containers,  refrigerated  containers,
domestic  containers,  tank containers and chassis  averaged 77% and 76% for the
first nine months and third  quarter of 1999  compared to 79% for the first nine
months and third quarter of 1998.  Rail trailer  utilization was 82% and 84% for
the first nine months and third  quarter of 1999 compared to 81% and 84% for the
first nine months and third quarter of 1998.  European  trailer  utilization was
80% for both the first nine months and third quarter of 1999 compared to 89% and
86% for the first nine months and third quarter of 1998.


Other

     The favorable results in other operations for the first nine months of 1999
were primarily due to an $11 million after tax gain on the sale of  Transamerica
HomeFirst in June 1999, and improved operating results at Transamerica HomeFirst
in the period leading up to its sale compared to the first nine months of 1998.


<PAGE>



Page 9


Comprehensive Income

     In accordance  with  Statement of Financial  Accounting  Standards No. 130,
Reporting  Comprehensive Income,  comprehensive income for the periods indicated
comprised (amounts in millions):

<TABLE>
<CAPTION>

                                                         Nine months ended                 Three months ended
                                                           September 30,                      September 30,
                                                     1999               1998            1999                1998
<S>                                                <C>                <C>              <C>                 <C>

Net income                                         $   102.8          $  97.3          $   33.7            $  33.1
Other comprehensive income, net of tax:
    Foreign currency translation adjustments            (5.2)            11.5               8.5                9.4
                                                   ---------          -------          --------            -------
Comprehensive income                               $    97.6          $ 108.8          $   42.2            $  42.5
                                                   =========          =======          ========            =======
</TABLE>


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 $2.4 billion at
September  30, 1999 and $1.6  billion at December  31,  1998 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,  1999,  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 the
Company's  hedges at September  30, 1999 and December 31, 1998 was a net benefit
of  $700,000  and $59.9  million  comprising  agreements  with  aggregate  gross
benefits of $15.5 million and $62.2 million and agreements  with aggregate gross
obligations of $14.8 million and $2.3 million.

Year 2000 Issue

     The  Company  has  developed  a plan to modify its  information  systems to
ensure  the  readiness  of its  business  applications,  operating  systems  and
hardware on mainframes,  servers and personal computers, and wide and local area
networks,  to recognize the Year 2000. The plan also  addresses  non-information
technology  embedded  software  and  equipment,  the  readiness  of key business
partners, and updating business continuity plans.

     The project was divided into four phases:  (1) problem  determination,  (2)
planning  and  resource  acquisition,   (3)  remediation  and  (4)  testing  and
acceptance.  During phase one, the Company  determined the size and scope of the
problem and prepared an  inventory of the  hardware,  software,  interfaces  and
other items that may be  affected.  In addition,  software  code was scanned and
third parties were  contacted to determine the status of their  efforts.  During
phase two, the Company  assessed the risks and decided whether to fix,  replace,
discard, or test the items identified in the inventory,  prepared a project plan
and  allocated   appropriate   resources  as  necessary.   Phase  three  covered
remediation  where  date  occurrences  in  internally  maintained  systems  were
analyzed and corrected and software and hardware were replaced where  necessary.
In addition, operating systems that interface with outside parties were examined
in more  detail and  modified  if  required.  Phase four  included  testing  and
acceptance of all software,  hardware,  third party interfaces and related items
to ensure  they will work in a number of  different  Year 2000  scenarios.  This
phase  accounted for roughly half of the Year 2000 project effort and culminated
in components being certified as Year 2000 ready.


<PAGE>



Page 10


     The most  significant  categories  of outside  parties to the  Company  are
financial  institutions,  software  vendors,  third party service  providers and
utility  providers  (gas,  electric  and   telecommunications).   The  Company's
assessment  of its key business  partners  continues.  Surveys have been mailed,
follow up contacts are underway and  strategies  are being  developed to address
issues as they are  identified.  This effort is expected to continue  throughout
1999.

     Both  the  commercial   lending  and  leasing  segments  of  the  Company's
operations  have completed all phases of Year 2000  remediation  and testing for
their critical systems.

     The projected total cost associated with required  modifications  to become
ready for the Year 2000 is $11.4  million.  These  costs are being  expensed  as
incurred and funded through  operations.  At this time there can be no assurance
that  these  estimates  will not be  exceeded  and  actual  results  may  differ
significantly  from  those  projected.   Some  factors  that  may  cause  actual
expenditures to differ include the  availability  and cost of trained  personnel
and the ability to locate and  correct  all  relevant  computer  problems.  This
estimate  includes internal costs, but excludes the costs to upgrade and replace
systems in the normal  course of  business.  The total  amount  expended  on the
project through September 30, 1999, was $11 million. The Company does not expect
the project to have a significant  effect on its financial  condition or results
of operations.

     The Company believes it has achieved Year 2000 readiness; however, the size
and  complexity  of its  systems and the need for them to  interface  with other
systems  internally  and with those of  customers,  vendors,  partners and other
outside  parties,  creates  the  possibility  that  some of  these  systems  may
experience Year 2000 problems.  Specific  factors that give rise to this concern
include  a  possible  loss of  qualified  resources,  failure  to  identify  and
remediate all affected systems, noncompliance by third parties whose systems and
operations interface with the Company's systems and other similar uncertainties.
The Company has prepared  contingency plans to minimize any possible disruptions
to operations. The Company will continue to conduct Year 2000 related testing of
its systems  and  applications,  and its contingency  plans will  continue to be
refined, through the remainder of 1999.


<PAGE>



Page 11


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

   (a)    Exhibits.

      12      Computation of Consolidated Ratio of Earnings to Fixed Charges.

      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)




George B. Sundby
Senior Vice President and Chief Financial Officer



Date:    November 12, 1999