<PAGE>

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 March 31, 1998

Commission File Number 1-2964

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


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

           Delaware                                             94-0932740
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

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

                                 (415) 983-4000
              (Registrant's telephone number, including area code)



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

         Number of shares of Common Stock, $1 par value, outstanding as of close
of business on April 30, 1998:  62,937,470  shares.



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                            TRANSAMERICA CORPORATION

                                    FORM 10-Q

Part I.  Financial Information

Item 1.  Financial Statements.

         The   following   unaudited   consolidated   financial   statements  of
Transamerica Corporation and Subsidiaries,  for the periods ended March 31, 1998
and 1997, and the balance sheet as of December 31, 1997 do not include  complete
financial  information and should be read in conjunction  with the  Consolidated
Financial  Statements filed with the Commission in Transamerica's  Annual Report
on Form 10-K for the year ended  December 31, 1997.  The  financial  information
presented  in the  financial  statements  included in this report  reflects  all
adjustments,  consisting only of normal  recurring  accruals,  which are, in the
opinion of management, necessary for a fair statement of results for the interim
periods  presented.   Results  for  the  interim  periods  are  not  necessarily
indicative  of the  results  for the entire  year for most of the  Corporation's
businesses.

                                  * * * * * * *

     Earnings per share is  calculated  by dividing  income  available to common
stockholders by the average number of common, and for diluted earnings per share
common stock equivalent,  shares outstanding.  Basic earnings per share is based
upon the weighted average number of common shares  outstanding during the period
of 63,050,000  and 66,170,000 at March 31, 1998 and 1997.  Diluted  earnings per
share is based upon the weighted  average  number of common  shares  outstanding
during the period plus the effect of common stock options outstanding, using the
treasury stock method,  of 65,568,000 and 68,063,000 at March 31, 1998 and 1997.
The  computations  for 1997 are based on income  after  deduction  of  preferred
dividends of $2.6 million and the premium on  redemption  of preferred  stock of
$3.8 million.

         Effective  January 1, 1998,  Transamerica  adopted  the  provisions  of
American  Institute of Certified  Public  Accountants  Statement of Position No.
98-1 which  requires,  among other things,  that payroll  costs  incurred in the
development of computer software systems be capitalized.  The effect of adoption
was to increase first quarter consolidated income by $1.8 million ($0.03 diluted
earnings per share).

           The consolidated ratios of earnings to fixed charges were computed by
dividing  income from continuing  operations  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.

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<TABLE>


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

                           CONSOLIDATED BALANCE SHEET

                                     Assets

<CAPTION>

                                                                       March 31,       December 31,
                                                                         1998              1997
<S>                                                                      <C>               <C>   

Investments, principally of life insurance subsidiaries:
     Fixed maturities                                                $  29,416.8       $  29,210.8
     Equity securities                                                   1,667.0           1,607.5
     Mortgage loans and real estate                                        764.2             750.2
     Loans to life insurance policyholders                                 450.2             451.0
     Short-term investments                                                291.9             336.0
                                                                     -----------       -----------
                                                                        32,590.1          32,355.5

Finance receivables                                                      5,217.2           4,333.4
Less unearned fees ($378.8 in 1998 and
     $340.8 in 1997) and allowance for losses                              489.7             430.1
                                                                     -----------       ----------- 
                                                                         4,727.5           3,903.3

Cash and cash equivalents                                                  112.6             132.9
Trade and other accounts receivable                                      2,459.9           2,165.8
Net assets of discontinued operations                                       50.4              40.1
Property and equipment, less accumulated
     depreciation of $1,437.3 in 1998 and
     $1,465.9 in 1997:
     Land, buildings and equipment                                         405.3             395.4
     Equipment held for lease                                            2,977.5           2,996.5
Deferred policy acquisition costs                                        2,152.8           2,102.6
Separate account assets                                                  7,038.8           5,494.7
Goodwill, less accumulated amortization of
     $159.6 in 1998 and $156.2 in 1997                                     386.9             423.0
Assets held for sale                                                        75.5             377.8
Other assets                                                               655.6             785.3
                                                                     -----------       -----------
                                                                     $  53,632.9       $  51,172.9
                                                                     ===========       ===========

(Amounts in millions)

</TABLE>


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<TABLE>



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

                     CONSOLIDATED BALANCE SHEET (Continued)

                      Liabilities and Stockholders' Equity


<CAPTION>


                                                                   March 31,         December 31,
                                                                     1998               1997

<S>                                                                   <C>                 <C>    


Life insurance policy liabilities                                 $  30,511.1        $  30,141.9
Notes and loans payable, principally of
     finance subsidiaries, of which $858.1
     in 1998 and $998.6 in 1997 matures
     within one year                                                  6,619.7            6,235.3
Accounts payable and other liabilities                                1,981.1            2,096.9
Income taxes                                                          1,683.4            1,607.8
Separate account liabilities                                          7,038.8            5,494.7

Minority interest in preferred securities
     of affiliates                                                      715.0              715.0

Stockholders' equity:
     Preferred Stock ($100 par value):
         Preference Stock (without par value)--
              5,000,000 shares authorized; none
              outstanding
     Common Stock ($1 par value):
         Authorized--150,000,000 shares
         Outstanding -- 63,165,194 shares in 1998
                  and 62,904,108 shares in 1997,
                  after deducting 16,573,268 shares
                  and 16,834,354 shares in treasury                      63.2               62.9
     Retained earnings                                                3,423.2            3,330.8
     Components of other cumulative
         comprehensive income:
              Net unrealized gain from investments
                  marked to fair value                                1,644.3            1,533.6
              Foreign currency translation adjustments                  (46.9)             (46.0)
                                                                  -----------        -----------     
                                                                      5,083.8            4,881.3
                                                                  -----------        -----------
                                                                  $  53,632.9        $  51,172.9
                                                                  ===========        ===========

(Amounts in millions except for share data)

</TABLE>



<PAGE>

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<TABLE>


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

                        CONSOLIDATED STATEMENT OF INCOME

<CAPTION>


                                                                 Three months ended
                                                                      March 31,
                                                               1998              1997
<S>                                                             <C>              <C>   


REVENUES
Investment income                                          $     564.5     $     533.0
Life insurance premiums and related income                       456.9           442.1
Finance charges and other fees                                   167.1           123.3
Leasing revenues                                                 185.7           188.9
Real estate and tax service revenues                              74.6            56.2
Gain on investment transactions                                   84.3             8.2
Other                                                             25.8            20.3
                                                           -----------     -----------
                                                               1,558.9         1,372.0

EXPENSES
Life insurance benefits                                          724.4           680.3
Life insurance underwriting, acquisition
     and other expenses                                          178.0           199.8
Interest and debt expense                                        104.9           101.4
Leasing operating and maintenance costs                          111.9           114.0
Provision for losses on receivables                               13.6             3.6
Other, including administrative and general
     expenses                                                    197.2           155.8
                                                           -----------     -----------
                                                               1,330.0         1,254.9
                                                           -----------     -----------
                                                                 228.9           117.1
Income taxes                                                      75.2            36.1
                                                           -----------     -----------
Income from continuing operations
     and net income                                        $     153.7     $      81.0
                                                           ===========     ===========
Basic earnings per share of common stock:
     Income before gain on investment
         transactions                                      $       1.57    $       1.05
     Gain on investment transactions                               0.87            0.08
                                                           ------------    ------------
     Income from continuing operations
         and net income                                    $       2.44    $       1.13
                                                           ============    ============
Diluted earnings per share of common stock:
     Income before gain on investment
         transactions                                      $       1.51    $       1.02
     Gain on investment transactions                               0.83            0.08
                                                           ------------    ------------
     Income from continuing operations
         and net income                                    $       2.34    $       1.10
                                                           ============    ============

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

Ratio of earnings to fixed charges                                 2.79            1.97
                                                           ============    ============


(Amounts in millions except for share data)

</TABLE>

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Page 6

<TABLE>


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

                      CONSOLIDATED STATEMENT OF CASH FLOWS

<CAPTION>


                                                                   Three months ended March 31,
                                                                        1998          1997
<S>                                                                     <C>            <C>   


OPERATING ACTIVITIES
Income from continuing operations                                   $    153.7    $     81.0
Adjustments to reconcile income from
     continuing operations to net cash
     provided by operating activities:
         Increase in life insurance policy
              liabilities, excluding policyholder
              balances on interest-sensitive policies                    449.2         126.5
         Amortization of policy acquisition costs                         75.6          47.4
         Policy acquisition costs deferred                              (133.8)       (102.3)
         Depreciation and amortization                                    83.4          84.2
         Other                                                          (294.3)        108.6
                                                                    ----------    ----------
     Net cash provided by operations                                     333.8         345.4

INVESTING ACTIVITIES
Finance receivables originated                                        (4,791.9)     (4,234.4)
Finance receivables collected                                          4,582.7       3,851.7
Purchase of investments                                               (2,119.8)     (2,058.1)
Sales and maturities of investments                                    2,166.5       1,540.3
Proceeds from the portfolio sales of and cash
     transactions with discontinued operations                            (7.2)        405.3
Purchase of finance receivables from
     Whirlpool Financial Corporation                                    (351.9)
Other                                                                    (76.3)        (86.4)
                                                                    ----------    ----------
     Net cash used by investing activities                              (597.9)       (581.6)

FINANCING ACTIVITIES
Proceeds from debt financing                                             957.1       2,415.5
Payment of notes and loans                                              (578.2)     (2,453.2)
Receipts from interest-sensitive policies
     credited to policyholder account balances                         1,705.7       1,505.3
Return of policyholder balances on
     interest-sensitive policies                                      (1,779.8)     (1,148.0)
Treasury stock purchased                                                 (79.4)        (13.2)
Redemption of preferred stock                                                         (318.9)
Proceeds from issuance of common stock                                    50.0          38.3
Dividends                                                                (31.6)        (35.8)
                                                                    ----------    ----------
     Net cash provided (used) by financing activities                    243.8         (10.0)
                                                                    ----------    ----------
Decrease in cash and cash
     equivalents                                                         (20.3)       (246.2)
Cash and cash equivalents at beginning
     of year                                                             132.9         440.9
                                                                    ----------    ----------
Cash and cash equivalents at end of period                          $    112.6    $    194.7
                                                                    ==========    ==========
(Amounts in millions)

</TABLE>


<PAGE>

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<TABLE>


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

                   CONSOLIDATED STATEMENT OF RETAINED EARNINGS

<CAPTION>


                                                    Three months ended March 31,
                                                       1998          1997

<S>                                                     <C>           <C>   


Balance at beginning of year                        $  3,330.8    $  2,920.2
Net income                                               153.7          81.0
Dividends on common stock                                (31.6)        (33.2)
Dividends on preferred stock                                            (2.6)
Treasury stock purchased                                 (29.7)
                                                    ----------    ----------
Balance at end of period                            $  3,423.2    $  2,965.4
                                                    ==========    ==========
</TABLE>


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

Consolidated Results

         Transamerica's net income for the first quarter of 1998 increased $72.7
million (90%), compared to the first quarter of 1997.

         Net income for the first  quarter of 1998  included net after tax gains
from investment transactions  aggregating $54.7 million compared to $5.3 million
in the first quarter of 1997.  Income  before  investment  transactions  for the
first  quarter of 1997  included a $20.1 million after tax provision for a legal
settlement  recorded by the life insurance  business.  Excluding this provision,
income before investment  transactions increased $3.1 million (3%) due primarily
to  increases  in life  insurance  and real estate  operating  results and lower
unallocated  interest and other expenses.  Partially  offsetting these favorable
variances were decreased commercial lending and leasing operating results.

         Gain on  investment  transactions,  pretax,  included  in  consolidated
revenues, comprised (amounts in millions):

<TABLE>

<CAPTION>

                                                   Three months ended March 31,
                                                      1998             1997
<S>                                                    <C>              <C>   


     Net gain (loss) on sale of investments       $     93.0       $     (2.3)
     Adjustment for impairment in value                 (7.9)            (2.0)
     Adjustment to amortization of
         deferred policy acquisition
         costs for realized investment
         transactions                                   (0.8)            12.5
                                                  ----------       ----------
                                                  $     84.3       $      8.2
                                                  ==========       ==========


</TABLE>


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


<PAGE>

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<TABLE>


                     REVENUES AND INCOME BY LINE OF BUSINESS

<CAPTION>

                                                                     Three months ended March 31
                                                              Revenues                          Income
                                                         1998        1997                  1998       1997
                                                                        (Amounts in millions)
<S>                                                       <C>         <C>                 <C>         <C>   



Life insurance revenue and income
     before investment transactions                  $  1,014.6  $    971.5           $    77.9  $    62.9

Commercial lending                                        164.6       117.4                18.0       21.2
Leasing                                                   203.2       207.7                15.6       15.8
Amortization of goodwill                                                                   (3.4)      (3.2)
                                                     ----------  ----------           ---------  ---------
Total finance                                             367.8       325.1                30.2       33.8

Real estate services revenue and income
     before investment transactions                        98.7        76.7                18.4        8.1

Unallocated interest and
     other expenses                                        18.5        15.6               (27.5)     (29.1)
Consolidation eliminations                                (25.0)      (25.1)
                                                     ----------  ----------           ---------  ---------

Revenues and income from continuing
         operations before investment
         transactions                                   1,474.6     1,363.8                99.0       75.7

     Gains on investment transactions:
         Life insurance                                    26.2         5.8                17.1        3.7
         Real estate                                       58.1         2.4                37.6        1.6
                                                     ----------  ----------           ---------  ---------
                                                  
Total investment gains                                     84.3         8.2                54.7        5.3
                                                     ----------  ----------           ---------  ---------

Total revenues and income from
     continuing operations                           $  1,558.9  $  1,372.0           $   153.7  $    81.0

                                                     ==========  ==========           =========  =========

</TABLE>



Life insurance

         In the first quarter of 1998 the life insurance  operation reported net
income of $95 million  compared to $66.6  million in the first  quarter of 1997.
Net  income  included  after tax gains  from  investment  transactions  of $17.1
million  in the first  quarter  of 1998  compared  to $3.7  million in the first
quarter of 1997.  First quarter income before  investment  transactions  for the
life insurance  operation was $77.9  million,  $15 million (24%) higher than the
$62.9 million income before investment  transactions earned in the first quarter
of 1997.  The 1997 first quarter  results were  unfavorably  affected by a $20.1
million after tax charge for a legal  settlement  recorded in the life insurance
division.

         The life  insurance  division's  1998 first  quarter  operating  income
before investment transactions was $20.8 million compared to $0.5 million in the
first  quarter of 1997.  The 1997 period  included the $20.1  million  after tax
charge discussed above.

         Annuities' income before  investment  transactions of $11.9 million was
$2.4  million  (17%)  lower  than  the  comparable  period  in 1997 due to lower
interest margin and lower fee income. In addition,  first quarter 1998 operating
expenses  were  higher  than the 1997  period  due to  increased  marketing  and
distribution expenses associated with certain new product introductions in 1998.

         The asset management group's (including  structured  settlements) first
quarter results before investment  transactions were $16.4 million, $3.1 million
(23%) better than the first quarter of 1997. This was primarily due to favorable
interest  spreads and increased fee income  resulting  from growth in the line's
asset management business.

         Within the reinsurance  line, higher loss claims on accident and health
business  during the first  quarter of 1998 resulted in $4.3 million (26%) lower
earnings before investment transactions than the first quarter of last year.

<PAGE>

Page 9

         The Canadian  line's  performance for the first quarter was about equal
to the  comparable  1997 quarter.  Although net  investment  income in the first
quarter of 1998 was higher than the first  quarter of 1997,  higher death claims
and  increased  reserves  due to growth in inforce  business  offset the revenue
increase.

         For the corporate line,  income before  investment  transactions in the
first  quarter of 1998 of $8.7  million  was $1.6  million  (15%) lower than the
comparable 1997 period due primarily to lower investment income.

         Life insurance  operations gains on investment  transactions  increased
$13.4  million for the first  quarter of 1998 compared to first quarter of 1997.
The $17.1 million after tax gain for the first quarter  included a $22.8 million
gain on disposition of investments compared to a loss of $3 million in the first
quarter of 1997. In the 1998 and 1997 first  quarters,  downward  adjustments of
$5.2  million and $1.3 million  were made for  impairment  in the value of fixed
maturity  investments.  An adjustment to the amortization of policy  acquisition
costs of $500,000  after tax further  reduced  the net  investment  gain for the
first quarter of 1998 compared to a favorable  adjustment of $8.1 million in the
same period in 1997.

         Total life insurance net investment  income of $557.6 million increased
$28.2  million (5%) for the first quarter of 1998 over the first quarter of 1997
primarily due to the increased level of invested assets.

         Premiums and related income for the life insurance  operation increased
$14.9 million (3%) for the first quarter of 1998 over the first quarter of 1997.
The growth was primarily due to increases in  traditional  life  premiums,  fees
from interest-sensitive policies and increased fee income from group pension and
annuities.  The life insurance  operations  benefits paid or provided  increased
$27.8   million  (4%)   primarily   due  to  increased   interest   credited  on
interest-sensitive policies and the larger base of life insurance in force.

     Cash provided by life  insurance  operations  for the first quarter of 1998
decreased  $53.1 million (20%)  compared with the same period of 1997  primarily
due to the  timing  of the  settlement  of  certain  receivables  and  payables,
including  reinsurance  receivables and payables.  The life insurance  operation
continues to maintain a sufficiently  liquid  portfolio to cover its operational
requirements, with remaining funds being invested in longer term securities.

Commercial Lending

     Commercial  lending  net  income  for the first  quarter  of 1998 was $15.1
million compared to $18.5 million for the first quarter of 1997. Income,  before
the amortization of goodwill,  for the first quarter of 1998 was $18 million,  a
decrease of $3.2 million (15%) from the first quarter of 1997. Operating results
for the 1998  period  included  a $3.2  million  operating  loss from the retail
businesses  (which consist of the credit card portfolio  acquired from Whirlpool
Financial  Corporation  in 1998 and the retained  residential  mortgage  lending
businesses), a $2.1 million after tax charge for losses and the restructuring of
the insurance premium finance business, and a $2.1 million after tax gain on the
sale and  securitization  of $300  million of floorplan  receivables.  The first
quarter of 1997 operating  results  included a $3.2 million tax benefit from the
resolution  of prior  years'  tax  matters.  A higher  net  margin due to higher
average  receivables  owned and  serviced in the first  quarter of 1998 and a $3
million tax benefit from the resolution of prior year tax matters were offset in
part  by  higher  operating  expenses  and a  higher  provision  for  losses  on
receivables.

         Revenues in the first  quarter of 1998  increased  $47.2  million (40%)
over the first quarter of 1997  principally as a result of growth in average net
receivables outstanding owned and serviced.

     Interest expense  increased $7.5 million (18%) in the first quarter of 1998
due to a higher  average  interest  rate on  borrowings  and to  higher  average
outstanding  debt as a result of growth in average  net  receivables.  Operating
expenses  rose $34.7  million (80%) in the first quarter of 1998 compared to the
first quarter of 1997 mainly as a result of costs related to the  integration of
the Whirlpool Financial operations and higher business volume. The provision for
losses on  receivables  increased  $10 million due  primarily  to higher  credit
losses  relating  to the retail  portfolio  and  additional  provisions  for the
insurance premium finance  portfolio.  Credit losses,  net of recoveries,  on an
annualized  basis as a percentage of average net  receivables  outstanding  were
0.57% for the first  quarter of 1998  compared to 0.17% for the first quarter of
1997.

<PAGE>

Page 10

         Net  commercial  finance  receivables  outstanding  at March  31,  1998
increased  $858.6  million  (24%)  from  December  31,  1997.  The  increase  in
receivables was largely a result of a decision not to sell the insurance premium
finance operation and the reclassification of those receivables from assets held
for sale to finance  receivables,  and the acquisitions during the first quarter
of 1998 of the retail finance  business and most of the remaining  international
assets from Whirlpool  Financial  Corporation  which amounted to $352 million in
net  receivables.  This  completed  the  acquisition  of  $1.1  billion  in  net
receivables and other assets representing substantially all of the inventory and
retail finance business from Whirlpool Financial Corporation. The total purchase
price was $1.3 billion in cash subject to post closing  adjustments.  During the
first quarter of 1998 the distribution  finance  operation also securitized $300
million of floorplan finance receivables.

         Management  has  established  an allowance for losses equal to 2.37% of
net commercial finance receivables  outstanding as of March 31, 1998 compared to
2.35% at December 31, 1997.

     Delinquent  receivables,  which are  defined as  instalments  for inventory
finance and asset based lending  receivables  more than 60 days past due and the
outstanding  loan balance for all other  receivables more than 60 days past due,
were $39.1 million (0.84% of receivables outstanding) at March 31, 1998 compared
to $18 million (0.48% of receivables outstanding) at December 31, 1997.

         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 $41.8 million (0.90% of receivables outstanding) at March
31,  1998  compared  to $26.4  million  (0.71% of  receivables  outstanding)  at
December 31, 1997.

     The increase in both  nonearning  and  delinquent  receivables at March 31,
1998 was due to the inclusion of the insurance premium finance receivables which
were reported as assets held for sale at December  31,1997,  and the receivables
of the new retail lending operation. Delinquent and nonearning insurance premium
finance receivables at December 31, 1997 were $14.2 million and $7.5 million.

Leasing

         In the first quarter of 1998, the leasing operation reported net income
of $15.1 million compared to $15.3 million in the first quarter of 1997. Leasing
income,  before the  amortization  of goodwill,  was $15.6  million in the first
quarter of 1998 compared to $15.8 million in the first quarter of 1997. Earnings
for 1998 were lower as a result of a smaller  fleet size and fewer units on hire
in the rail trailer  business and lower  earnings  from the  structured  finance
business due to  tightening  interest  rate  spreads.  Offsetting  some of these
decreases in earnings were  favorable  results from standard  containers  due to
lower ownership and operating costs resulting from a smaller fleet.

         Revenue for the first  quarter of 1998  decreased  $4.5 million (2%) as
compared  to the  first  quarter  of 1997.  Revenue  decreased  in the  standard
container and rail trailer  businesses  due to lower per diem rates and to fewer
units  on  hire  resulting  from  smaller  fleets.  Partially  offsetting  these
decreases were higher revenues from European trailer due to a larger fleet size.

         Expenses  for the first  quarter of 1998  decreased  $4.2  million (2%)
mainly due to lower  ownership and  operating  costs  associated  with a smaller
fleet of standard containers and rail trailers.

         The  combined   utilization   of  standard   containers,   refrigerated
containers,  domestic  containers,  tank containers and chassis averaged 79% for
the first  quarter of 1998  compared to 78% in the first  quarter of 1997.  Rail
trailer utilization was 79% for the first quarter of 1998 compared to 83% in the
first  quarter  of 1997.  European  trailer  utilization  was 90% for the  first
quarter of 1998 compared to 91% in the first quarter of 1997.

Real Estate Services

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

         Net income for the first quarter of 1998 increased $46.3 million (477%)
over the first  quarter of 1997.  Net income  included  net after tax gains from
investment  transactions of $37.6 million and $1.6 million in the first quarters
of 1998 and 1997. Income before investment  transactions in the first quarter of
1998 increased $10.3 million (127%) from the first quarter of 1997 primarily due
to higher  operating  income at the real estate tax service due to increased new
contract volume caused by higher  mortgage  refinancings in the first quarter of
1998.

         Revenues for the first  quarter of 1998  increased  $77.7 million (98%)
over the first  quarter of 1997 as a result of increased  gains from  investment
transactions and increased volume at the real estate tax service business.

<PAGE>

Page 11


Unallocated Interest and Expenses

         Unallocated  interest and other  expenses,  after related income taxes,
for the first three months of 1998 decreased $1.6 million (5%). The decrease was
primarily  due to the inclusion in the 1997 period of expenses  associated  with
the  vesting  of  certain  performance  stock  options  issued  under  the  1995
Performance Stock Option Plan.

Discontinued Operations

         In the  first  quarter  of 1998  and  1997  results  from  discontinued
operations were break even.

Comprehensive Income

         In accordance  with Financial  Accounting  Standard No. 130,  Reporting
         Comprehensive  Income,  comprehensive income for the three months ended
         March 31, 1998 and 1997 comprised:


<TABLE>

<CAPTION>

                                             1998                   1997
<S>                                          <C>                     <C>   




Net income                                $   153.7              $    81.0
Other comprehensive income, net of tax:
   Unrealized gains (losses) from
   investments marked to fair value:
     Unrealized holding gains (losses)
     arising during period:
          Equity securities                   131.9                    2.0
          Fixed maturities                     33.5                 (311.1)
     Less: reclassification adjustment
     for gains included in net income         (54.7)                  (5.3)
                                          ---------              --------- 
                                              110.7                 (314.4)
   Foreign currency
    translation adjustments                    (0.9)                  (7.2)
                                          ---------              ---------           

Comprehensive income (loss)               $   263.5              $  (240.6)
                                          =========              =========

</TABLE>

     Transamerica is required to mark its equity securities and fixed maturities
portfolios to fair value.  These  investments  support  liabilities that are not
marked to fair value.  

     Transamerica manages its exposure to interest rate fluctuations by managing
the  characteristics  of the assets and  liabilities so that changes are offset.
Transamerica's  objectives for asset liability management are to provide maximum
levels of  finance  and  investment  income and  minimize  funding  costs  while
maintaining   acceptable   levels  of  interest  rate  and  liquidity  risk  and
facilitating the funding needs of the company.

Corporate Liquidity and Capital Requirements

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

         The Corporation  also borrows funds to finance  acquisitions or to lend
to certain of its subsidiaries to finance their working capital needs.

         Subsidiaries  are  required  to  maintain   prudent   financial  ratios
consistent  with other companies in their  respective  industries and retain the
capacity through  committed credit lines to repay working capital loans from the
Corporation.
<PAGE>

Page 12

         In May 1997,  Transamerica  announced  that its board of directors  had
authorized  additional  purchases  of up to 6 million  shares  of the  company's
common stock.  At March 31, 1998,  there were 1,706,500  shares  remaining to be
purchased  under  this   authorization.   During  the  first  quarter  of  1998,
Transamerica  purchased  211,000  shares for a total cost of $25.6  million  and
recorded  a market  price  adjustment  of $29  million  in  connection  with the
accelerated stock purchase program in the second quarter of 1997.

Investment Portfolio

         Transamerica,  principally  through  its life  insurance  subsidiaries,
maintains an investment  portfolio  aggregating $32.6 billion at March 31, 1998,
of which $29.4  billion was  invested in fixed  maturities.  At March 31,  1998,
94.5% of the fixed maturities was rated as "investment grade" with an additional
3.6%  in  the BB  category  or its  equivalent.  The  amortized  cost  of  fixed
maturities was $27.2 billion resulting in a net unrealized gain position, before
the effect of income taxes and  adjustments  to deferred  acquisition  costs and
policy  liabilities,  of $2.2 billion at March 31, 1998.  The amortized  cost of
delinquent below investment grade securities, before provision for impairment in
value,  was $2 million at March 31, 1998 and December 31, 1997.  Adjustment  for
impairment in value has been made to reduce the amortized  cost of certain fixed
maturity  investments  by $78.7  million at March 31, 1998 and $72.9  million at
December 31, 1997.

         In addition to the investments in fixed maturities,  $764.2 million (2%
of the investment portfolio),  net of allowance for losses of $30.7 million, was
invested  in  mortgage  loans  and  real  estate  including  $696.3  million  in
commercial mortgage loans, $67.4 million in real estate investments, $400,000 in
foreclosed real estate and $30.8 million in residential  mortgage loans. Problem
loans, defined as restructured loans yielding less than 8% and delinquent loans,
totaled $3 million at March 31,  1998 and $2.3  million at  December  31,  1997.
Allowances  for  possible  losses of $1.4  million  at March  31,  1998 and $1.5
million at December 31, 1997 have been established to cover possible losses from
mortgage loans and real estate investments.

Derivatives

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

         Derivative financial instruments with a notional amount of $9.9 billion
at March 31, 1998 and $10 billion at December 31, 1997 and  designated as hedges
of  portions  of  Transamerica's  investment  portfolio  were  outstanding.   In
addition,  derivative  financial  instruments  with a  notional  amount  of $6.1
billion at March 31, 1998 and $4 billion at December 31, 1997 and  designated as
hedges of Transamerica's liabilities were outstanding.

         While   Transamerica  is  exposed  to  credit  risk  in  the  event  of
nonperformance by the other party,  nonperformance is not anticipated due to the
credit rating of the counterparties. At March 31, 1998, the derivative financial
instruments  discussed  above were issued by financial  institutions  rated A or
better by one or more of the major  credit  rating  agencies.  The fair value of
Transamerica's  derivative financial  instruments at March 31, 1998 and December
31,  1997 was a net  benefit of $199.6  million  and $212.7  million  comprising
agreements  with aggregate gross benefits of $225 million and $238 million and
agreements with aggregate gross obligations of $25.4 million and $25.3 million.

Year 2000 Issue

         Transamerica  has  developed a plan to modify its  information  systems
technology to recognize the year 2000 and has begun converting its critical data
processing  systems.  The project is currently on schedule.  Most of the systems
are currently  being  remediated,  will be tested during the second half of 1998
and are expected to be year 2000 ready by the end of 1998.  The remainder of the
systems are expected to be year 2000 ready by mid-1999.

         The  Corporation  currently  expects  the  project to cost  between $25
million and $35  million,  which is being  expensed as incurred.  This  estimate
includes  internal costs,  but excludes the costs to upgrade and replace systems
in the normal course of business. It is currently expected that the project will
not have a significant effect on Transamerica's results of operations.




<PAGE>

Page 13


Part II.  Other Information


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

         (a)    Exhibits.

                 10.1   Form of $125 Nonqualified  Stock Option  Agreement under
                        the Registrant's 1995 Performance Stock Option Plan
                 10.2   Form of $150 Nonqualified Stock Option Agreement granted
                        with Tandem Limited  Stock Appreciation  Right under the
                        Registrant's 1995 Performance Stock Option Plan
                 10.3   Form of Tandem Limited Stock Appreciation  Right (Tandem
                        to $150 Options) under the Registrant's 1995 Performance
                        Stock Option Plan
                 10.4   Form of $125 Nonqualified  Stock Option  Agreement under
                        the Registrant's 1996 Stock Option and Award Plan
                 10.5   Form of $150 Nonqualified Stock Option Agreement granted
                        with Tandem Limited Stock  Appreciation  Right under the
                        Registrant's 1996 Stock Option and Award Plan
                 10.6   Form of Tandem Limited Stock  Appreciation Right (tandem
                        to $150  Options)  under  the  Registrant's  1996  Stock
                        Option and Award Plan.
                 12     Computation  of   Ratio  of  Earnings   from  continuing
                        operations to Fixed Charges.
                 27     Financial Data Schedule.
                 
         (b)    Reports on Form 8K - 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 CORPORATION
(Registrant)




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

Date:  May 12, 1998