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, 1999

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 23, 1999: 124,647,439 shares.



<PAGE>


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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, 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  Transamerica'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 Corporation's businesses.

                                  * * * * * * *

     On February 18, 1999,  Transamerica  announced  that it had signed a merger
agreement with AEGON N.V.  (AEGON)  providing for AEGON's  acquisition of all of
Transamerica's  outstanding  common  stock for a  combination  of cash and AEGON
stock worth $9.7  billion.  The merger is expected to close during the summer of
1999.

     Earnings per share are  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 are based
upon the weighted average number of common shares outstanding of 124,571,000 and
126,099,000 for the three months ended March 31, 1999 and 1998. Diluted earnings
per  share  are  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 130,344,000 and 131,135,000 for
the three months ended March 31, 1999 and 1998.

     Prior to January 1, 1999  Transamerica's  tax service operation  recognized
revenue as new  contracts  were  received and deferred a portion of that revenue
sufficient to cover the future  service  liability  over the average life of the
loan  portfolio  serviced.   Effective  January  1,  1999  Transamerica  adopted
prospectively  a new policy which requires a greater level of revenue  deferral,
and which  reduced net income for the three  months ended March 31, 1999 by $9.5
million ($0.07 diluted earnings per share).  Had this new accounting policy been
adopted on January 1, 1998, net income for the three months ended March 31, 1998
would have been lower by $7.1 million ($0.05 diluted earnings per share) and net
income for the three  months  ended March 31, 1999 would have been lower by $6.8
million ($0.05 diluted  earnings per share),  instead of the $9.5 million ($0.07
diluted  earnings per share) noted above. The new method defers a portion of the
profit  previously  recognized  in the first year of a tax  service  contract to
future years in proportion  to the cost of providing  the service,  thereby more
closely  matching the  recognition of revenues and expense over the average life
of the contracts.  Although this accounting change will cause a reduction in tax
service revenues and earnings  recognized in the early years of each tax service
contract,  revenues  and  earnings  in  later  years  will be  increased.  It is
anticipated  that by the sixth year following its adoption the differences  from
revenues  and  earnings  reported  under the former  accounting  method  will be
minimal. The change will have no effect on cash flow from operations.

     Transamerica is currently  considering with the staff of the Securities and
Exchange  Commission  a  possible  further  modification  to the manner in which
companies in this industry account for revenues. While the impact of a change is
not  yet  determinable  Transamerica's  preliminary  estimate  is  that  if  the
additional change had been effective January 1, 1999 it would have resulted in a
further  deferral of net income from the first quarter of 1999 to future periods
of approximately  $14 million ($0.11 diluted earnings per share).  If the effect
of this additional deferral, when determined,  is material to net income for the
three  months ended March 31, 1999,  an  amendment to  Transamerica's  Quarterly
Report on Form 10-Q for the three months ended March 31, 1999 will be filed. Any
additional change would not affect cash flow.

     The  consolidated  ratios of earnings  to fixed  charges  were  computed by
dividing  income  before fixed  charges and income  taxes by the fixed  charges.
Fixed charges consist of interest and debt expense,  costs related to guaranteed
preferred beneficial interest in Transamerica's junior subordinated  debentures,
and one-third of rent expense, which approximates the interest factor.

<PAGE>


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<TABLE>
                                              TRANSAMERICA CORPORATION AND SUBSIDIARIES
                                                          -----------------

                                                     CONSOLIDATED BALANCE SHEET

                                                               Assets


<CAPTION>
                                                                                                 March 31,              December 31,
                                                                                                   1999                      1998
<S>                                                                                            <C>                       <C>        
Investments, principally of life insurance subsidiaries:
     Fixed maturities                                                                          $  29,708.0               $  29,009.4
     Equity securities                                                                             2,805.5                   2,187.9
     Mortgage loans and real estate                                                                  791.8                     790.7
     Loans to life insurance policyholders                                                           456.2                     455.5
     Short-term investments                                                                          516.8                   1,212.6
                                                                                               -----------               -----------
                                                                                                  34,278.3                  33,656.1

Finance receivables                                                                                7,277.1                   6,943.7
Less unearned fees ($517.4 in 1999 and
     $521.2 in 1998) and allowance for losses                                                        646.2                     645.3
                                                                                               -----------               -----------
                                                                                                   6,630.9                   6,298.4

Cash and cash equivalents                                                                             95.8                     159.5
Trade and other accounts receivable                                                                2,602.5                   2,254.2
Property and equipment, less accumulated
     depreciation of $1,681.4 in 1999 and
     $1,614.8 in 1998:
     Land, buildings and equipment                                                                   509.7                     489.1
     Equipment held for lease                                                                      3,040.5                   3,038.0
Deferred policy acquisition costs                                                                  2,238.2                   2,094.7
Separate account assets                                                                           10,106.4                   9,101.0
Goodwill, less accumulated amortization of
     $177.6 in 1999 and $172.6 in 1998                                                               426.5                     423.4
Assets held for sale                                                                                 177.7                     180.8
Other assets                                                                                         775.6                     807.4
                                                                                               -----------               -----------
                                                                                               $  60,882.1               $  58,502.6
                                                                                               ===========               ===========


<FN>
(Amounts in millions)
</FN>
</TABLE>



<PAGE>


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<TABLE>
                                              TRANSAMERICA CORPORATION AND SUBSIDIARIES
                                                          -----------------

                                               CONSOLIDATED BALANCE SHEET (Continued)

                                                Liabilities and Stockholders' Equity


<CAPTION>
                                                                                                 March 31,              December 31,
                                                                                                    1999                    1998

<S>                                                                                             <C>                     <C>        
Life insurance policy liabilities                                                               $  31,161.0             $  30,336.3
Notes and loans payable, principally of
     finance subsidiaries, of which $1,691.1
     in 1999 and $1,924.8 in 1998 matures
     within one year                                                                                8,581.6                 8,197.9
Accounts payable and other liabilities                                                              2,370.8                 2,394.4
Income taxes                                                                                        2,057.3                 2,052.1
Separate account liabilities                                                                       10,106.4                 9,101.0

Guaranteed preferred beneficial interest in
     Transamerica's junior subordinated debentures                                                    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--300,000,000 shares
         Outstanding -- 124,634,739 shares in 1999
                  and 124,490,670 shares in 1998,
                  after deducting 34,842,185 shares
                  and 34,986,254 shares in treasury                                                   124.6                   124.5
     Additional Paid in Capital                                                                         5.5
     Retained earnings                                                                              3,831.3                 3,693.1
     Components of other cumulative
         comprehensive income:
              Net unrealized gain from investments
                  marked to fair value                                                              1,998.2                 1,943.4
              Foreign currency translation adjustments                                                (69.6)                  (55.1)
                                                                                                -----------             -----------
                                                                                                    5,890.0                 5,705.9
                                                                                                -----------             -----------
                                                                                                $  60,882.1             $  58,502.6
                                                                                                ===========             ===========


<FN>
(Amounts in millions except for share data)
</FN>
</TABLE>



<PAGE>


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

                        CONSOLIDATED STATEMENT OF INCOME

                                                          Three months ended
                                                               March 31,
                                                        1999             1998
REVENUES
Investment income                                   $     565.7     $     564.5
Life insurance premiums and related income                454.8           456.9
Finance charges and other fees                            196.1           167.1
Leasing revenues                                          170.3           185.7
Real estate and tax service revenues                       92.7            74.6
Gain on investment transactions                            63.2            84.3
Other                                                      45.3            25.8
                                                    ------------    ------------
                                                        1,588.1         1,558.9

EXPENSES
Life insurance benefits                                   702.8           724.4
Life insurance underwriting, acquisition
     and other expenses                                   176.6           178.0
Interest and debt expense                                 122.7           104.9
Leasing operating and maintenance costs                   115.6           111.9
Provision for losses on receivables                        20.9            13.6
Other, including administrative and general
     expenses                                             238.7           197.2

                                                    ------------    ------------
                                                        1,377.3         1,330.0
                                                    ------------    ------------
                                                          210.8           228.9
Income taxes                                               41.4            75.2
                                                    ------------    ------------
Net income                                          $     169.4     $     153.7
                                                    ============    ============

Basic earnings per share of common stock:
     Income before gain on investment
         transactions                               $       1.03    $       0.79
     Gain on investment transactions                        0.33            0.43
                                                    ------------    ------------
     Net income                                     $       1.36    $       1.22
                                                    ============    ============

Diluted earnings per share of common stock:
     Income before gain on investment
         transactions                               $       0.99    $       0.76
     Gain on investment transactions                        0.31            0.41
                                                    ------------    ------------
     Net income                                     $       1.30    $       1.17
                                                    ============    ============

Dividends per share of common stock                 $       0.25    $       0.25
                                                    ============    ============

Ratio of earnings to fixed charges                          2.45            2.79
                                                    ============    ============


(Amounts in millions except for share data)


<PAGE>


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<TABLE>
                                              TRANSAMERICA CORPORATION AND SUBSIDIARIES
                                                          -----------------

                                                CONSOLIDATED STATEMENT OF CASH FLOWS

<CAPTION>
                                                                                                    Three months ended March 31,
                                                                                                   1999                     1998
<S>                                                                                             <C>                      <C>       
OPERATING ACTIVITIES
Net income                                                                                      $    169.4               $    153.7
Adjustments to reconcile net income to
     net cash provided by operating activities:
         Increase in insurance related
              liabilities, excluding policyholder
              balances on interest-sensitive policies                                                496.5                    449.2
         Change in accounts receivable and
              accrued investment income                                                             (322.3)                  (192.6)
         Change in accounts payable and
              other liabilities                                                                     (245.5)                  (202.6)
         Amortization of policy acquisition costs                                                     95.8                     75.6
         Policy acquisition costs deferred                                                          (184.4)                  (133.8)
         Depreciation and amortization                                                                92.2                     83.4
         Other                                                                                      (121.4)                   100.9

                                                                                                ----------               ----------
     Net cash provided (used) by operations                                                          (19.7)                   333.8

INVESTING ACTIVITIES
Finance receivables originated                                                                    (5,716.8)                (4,791.9)
Finance receivables collected                                                                      5,361.9                  4,582.7
Purchase of investments                                                                           (1,477.8)                  (896.8)
Sales and maturities of investments                                                                1,097.6                    943.5
Purchase of finance receivables from
     Whirlpool Financial Corporation                                                                                         (351.9)
Other                                                                                                (55.4)                   (83.5)

                                                                                                ----------               ----------
     Net cash used by investing activities                                                          (790.5)                  (597.9)

FINANCING ACTIVITIES
Proceeds from debt financing                                                                       2,310.9                    957.1
Payment of notes and loans                                                                        (1,916.5)                  (578.2)
Receipts from interest-sensitive policies
     credited to policyholder account balances                                                     2,349.1                  1,705.7
Return of policyholder balances on
     interest-sensitive policies                                                                  (1,971.4)                (1,779.8)
Treasury stock purchased                                                                              (1.8)                   (79.4)
Proceeds from issuance of common stock                                                                 7.4                     50.0
Dividends                                                                                            (31.2)                   (31.6)

                                                                                                ----------               ----------
     Net cash provided by financing activities                                                       746.5                    243.8
                                                                                                ----------               ----------

Decrease in cash and cash
     equivalents                                                                                     (63.7)                   (20.3)
Cash and cash equivalents at beginning
     of year                                                                                         159.5                    132.9
                                                                                                ----------               ----------
Cash and cash equivalents at end of period                                                      $     95.8               $    112.6
                                                                                                ==========               ==========

<FN>
(Amounts in millions)
</FN>
</TABLE>


<PAGE>


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

                   CONSOLIDATED STATEMENT OF RETAINED EARNINGS

                                                    Three months ended March 31,
                                                      1999               1998

Balance at beginning of year                      $  3,693.1         $  3,267.9
Net income                                             169.4              153.7
Dividends on common stock                              (31.2)             (31.6)
Treasury stock purchased                                                  (29.7)
                                                  ----------         ----------
Balance at end of period                          $  3,831.3         $  3,360.3
                                                  ==========         ==========



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 1999  increased  $15.7
million (10%), compared to the first quarter of 1998.

     Net income for the first  quarter of 1999 included net after tax gains from
investment transactions aggregating $41 million compared to $54.7 million in the
first  quarter of 1998.  Income  before  investment  transactions  for the first
quarter of 1999 included a $31 million benefit from the resolution of prior year
tax matters partially offset by $6.7 million of initial expenses associated with
the AEGON  transaction  and $9.5  million  related to the  change in  accounting
policy for revenue  recognition at the real estate tax service.  Excluding these
items,  income  before  investment  transactions  for the first  quarter of 1999
increased $14.6 million (15%) due primarily to increases in life insurance, real
estate and commercial  lending  operating  results.  Partially  offsetting these
favorable   variances  were  decreased  leasing  operating  results  and  higher
unallocated interest and other expenses.

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

                                                    Three months ended March 31,
                                                         1999         1998

     Net gain on sale of investments                   $  92.2      $  93.0
     Adjustment for impairment in value                   (7.7)        (7.9)
     Amortization of acquisition costs                   (21.3)        (0.8)
                                                       -------      -------
                                                       $  63.2      $  84.3
                                                       =======      =======


     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
                                                                       1999               1998              1999             1998
                                                                                           (Amounts in millions)

<S>                                                                 <C>                <C>                <C>              <C>     
Life insurance revenue and income
     before investment transactions                                 $  1,012.4         $  1,014.6         $   91.2         $   77.9

Commercial lending                                                       205.4              164.6             18.6             18.0
Leasing                                                                  202.9              203.2             12.9             15.6
Real estate services revenue and income
     before investment transactions                                      117.4               98.7             19.9             18.4
Amortization of goodwill                                                                                      (4.7)            (3.4)
                                                                    ----------         ----------         --------         --------
Total finance                                                            525.7              466.5             46.7             48.6

Unallocated interest and
     other expenses                                                       14.3               18.5             (9.5)           (27.5)
Consolidation eliminations                                               (27.5)             (25.0)
                                                                    ----------         ----------         --------         --------

Revenues and income before
         investment transactions                                       1,524.9            1,474.6            128.4             99.0

     Gains on investment transactions:
         Life insurance                                                   18.0               26.2             11.7             17.1
         Real estate                                                      45.2               58.1             29.3             37.6
                                                                    ----------         ----------         --------         --------
Total investment gains                                                    63.2               84.3             41.0             54.7
                                                                    ----------         ----------         --------         --------
Total revenues and income                                           $  1,588.1         $  1,558.9         $  169.4         $  153.7
                                                                    ==========         ==========         ========         ========
</TABLE>



Life insurance

     In the first quarter of 1999,  the life insurance  operations  reported net
income of $102.9  million  compared to $95 million in the first quarter of 1998.
Net  income  included  after tax gains  from  investment  transactions  of $11.7
million in the first  quarter  of 1999  compared  to $17.1  million in the first
quarter of 1998.  First quarter income before  investment  transactions  for the
life  insurance  operations  was $13.3  million  (17%)  higher than in the first
quarter of 1998.

     The life  insurance  products  division's  1999 first quarter income before
investment  transactions  increased $2 million  (10%) over the first  quarter of
1998.  Improved interest  spreads,  greater fee and surrender charge revenue and
reduced  mortality  benefits all  contributed to the earnings gain and more than
offset increased technology expenses.

     At the annuities division,  income before investment  transactions was $1.7
million (14%) higher in the first quarter of 1999 than the comparable  period of
1998 due to  improved  interest  spreads and higher fee  income.  First  quarter
operating  expenses  were  higher in 1999  than  1998 due to  higher  technology
expenses and new product initiatives.


<PAGE>


Page 9


     The asset  management  group's first quarter 1999 income before  investment
transactions  was $2.8 million (17%) better than the first quarter of 1998. This
was  primarily  due to favorable  changes in interest rate spreads and increased
fee income from a larger asset base.

     Within the reinsurance  line,  lower loss claims on its accident and health
business as well as reduced  traditional  life claims and higher premium revenue
during the first  quarter of 1999  resulted in $5.2 million  (41%) higher income
before investment transactions than the first quarter of 1998.

     The international  division improved income before investment  transactions
by $400,000  (6%) in the first  quarter of 1999 as compared to the first quarter
of 1998. This increase was primarily due to business growth in Taiwan, favorable
mortality benefits in Hong Kong and asset management growth in Canada.

     For the corporate line, income before investment  transactions in the first
quarter of 1999 was $1.2 million  (13%) higher than the  comparable  1998 period
due primarily to reduced guarantee fund assessments.

     After tax gains on investment transactions by the life insurance operations
comprised:

                                                          1999         1998    

     Net gain on sale of investments                    $  30.5      $  22.8
     Provision for impairment in value                     (5.0)        (5.2)
     Amortization of acquisition costs                    (13.8)        (0.5)
                                                        -------      -------
                                                        $  11.7      $  17.1
                                                        =======      =======

     The life insurance companies net investment income for the first quarter of
1999 of $557.6 million was unchanged from to the first quarter of 1998.

     Premiums and related income for the life insurance companies decreased $2.1
million  (less than 1%) for the first  quarter of 1999 from the first quarter of
1998. The decline was due to greater ceding of reinsurance premiums which offset
increases in traditional life premiums,  as well as declines in group and single
premium annuities.  Increased income from fees and charges on interest-sensitive
policies  compensated  for  premium  decline  in  the  international   division,
primarily  Canada.  The life  insurance  operation's  benefits  paid or provided
decreased  $21.6 million (3%)  primarily due to reduced  mortality  benefits and
lower interest credited on interest-sensitive policies.

     Cash provided by the life insurance companies for the first quarter of 1999
decreased  $243.3 million compared with the same period of 1998 primarily due to
the timing of the  settlement of certain  receivables  and  payables,  including
reinsurance  receivables and payables.  The life insurance companies continue to
maintain  a  sufficiently   liquid  investment   portfolio  to  cover  operating
requirements, with remaining funds invested in long-term securities.


Commercial Lending

     Commercial  lending  net  income  for the first  quarter  of 1999 was $14.4
million compared to $15.1 million for the first quarter of 1998. Income,  before
the amortization of goodwill,  for the first quarter of 1999 increased  $600,000
(3%) from the first  quarter of 1998.  Operating  results for 1999 include after
tax gains of $500,000 on the sale and securitization of inventory  floorplan and
equipment lease finance receivables.  Prior year operating results included a $3
million tax benefit from tax matters  resolved in 1998, a $2.1 million after tax
charge for losses and  restructuring  of the insurance  premium finance business
and a $2.1 million  gain on the sale and  securitization  of  floorplan  finance
receivables.  Excluding the above items,  commercial  lending  income before the
amortization of goodwill  increased $3.1 million (21%) over the first quarter of
1998.  Higher average net receivables  outstanding  contributed to the growth in
operating income.

     Revenues in the first  quarter of 1999  increased  $40.8 million (25%) over
the first  quarter  of 1998  principally  as a result of growth in  average  net
receivables  outstanding  and higher  servicing and other income on  securitized
receivables.



<PAGE>


Page 10


     Interest expense increased $15.4 million (32%) in the first quarter of 1999
as compared to 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 $15.7 million (20%) mainly as
result of startup  costs  related to product  line  expansion  and  servicing of
receivables.  The provision  for losses on  receivables  increased  $4.3 million
(31%) due primarily to higher credit losses.  Credit losses,  net of recoveries,
on an annualized  basis as a percentage of average net  receivables  outstanding
were 1.02% for the first quarter of 1999 compared to 0.57% for the first quarter
of 1998.

     Net commercial finance receivables outstanding at March 31,1999,  increased
$327.4  million  (6%) from  December  31, 1998 due to  continued  growth in each
business  unit.  During  the  first  quarter  of 1999,  the  commercial  lending
operation  securitized  $275 million of floorplan  and  equipment  lease finance
receivables.  Management has  established an allowance for losses equal to 1.91%
of net commercial finance receivables  outstanding as of March 31, 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  receivables  balance for all other  receivables  over 60 days
past due. At March 31,1999,  delinquent receivables were $74.8 million (1.18% 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 $59.7  million  (0.94% of  receivables
outstanding)  at March 31, 1999 compared to $65.7 million  (1.09% of receivables
outstanding) at December 31, 1998.


Leasing

     In the first quarter of 1999, the leasing operation  reported net income of
$12.4 million  compared to $15.1  million in the first quarter of 1998.  Income,
before the  amortization  of goodwill,  for the first quarter of 1999  decreased
$2.7 million  (18%)  primarily due to fewer  container  units on hire and higher
operating  costs which were partially  offset by a $4.9 million benefit from the
termination of a tax-based  leveraged lease and improved  earnings from a larger
portfolio of finance leases.

     Revenues  were flat  between  the  first  quarter  of 1999 and 1998.  Trade
imbalances  between Asia, the United States and Europe  reduced  revenues due to
lower  levels  of  containers  on-hire  and per  diem  rates.  Offsetting  these
decreases were increased revenue from a larger portfolio of finance leases, more
on-hire  chassis  and  the  previously  mentioned  favorable  termination  of  a
tax-based leveraged lease arrangement.

     Expenses  for  1999  increased  from  1998 as a  result  of more  strategic
positioning  expenditures associated with the movement of container equipment to
meet  anticipated  demand in the Asian market and higher  interest  costs on the
larger portfolio of finance leases.

     The combined utilization of standard containers,  refrigerated  containers,
domestic  containers,  tank  containers  and chassis  averaged 77% for the first
quarter  of 1999  compared  to 79% in the first  quarter of 1998.  Rail  trailer
utilization  was 81% for the first  quarter of 1999 compared to 79% in the first
quarter of 1998.  European trailer  utilization was 80% for the first quarter of
1999 compared to 90% in the first  quarter of 1998.  However,  European  trailer
revenue was unaffected as higher  long-term  rental  revenues offset lower short
term  rental  revenues  associated  with  less on  hires  due to a  softness  in
industrial economic activity in key European markets.



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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 1999  decreased $6.8 million (12%) from
the first  quarter  of 1998.  Net  income  included  net  after  tax gains  from
investment transactions of $29.3 million and $37.6 million in the first quarters
of 1999 and 1998. Income before investment  transactions in the first quarter of
1999 increased $1.5 million (8%) over the first quarter of 1998 primarily due to
higher  operating  income at the real estate tax service  due to  increased  new
contract volume caused by higher loan  originations  which was offset in part by
the effects of the change in accounting for revenue recognition.

     Revenues for the first quarter of 1999 increased $5.8 million (4%) over the
first quarter of 1998  primarily due to increased  volume at the real estate tax
service business offset in part by lower gains from investment  transactions and
the change in accounting for revenue recognition.


Unallocated Interest and Expenses

     Unallocated  interest and other expenses,  after related income taxes,  for
the first three  months of 1999  included a $31  million  tax  benefit  from the
resolution  of prior year tax matters  offset in part by $6.7 million of initial
expenses   associated  with  the  AEGON   transaction.   Excluding  these  items
unallocated  interest  and other  expenses  increased  $6.3 million  (23%).  The
increase was primarily due to higher interest costs.


Comprehensive Income

     In  accordance  with  Financial  Accounting  Standard  No.  130,  Reporting
Comprehensive Income,  comprehensive income for the three months ended March 31,
1999 and 1998 comprised:

                                                             1999         1998

     Net income                                           $  169.4     $  153.7
     Other comprehensive income, net of tax:
          Unrealized gains (losses) from
          investments marked to fair value:
              Unrealized holding gains (losses)
              arising during period:
                  Equity securities                          390.7        131.9
                  Fixed maturities                          (295.1)        33.5
              Less:  reclassification adjustment
              for gains included in net income               (40.8)       (54.7)
                                                          --------     --------
                                                              54.8        110.7

          Foreign currency translation adjustments           (14.5)        (0.9)
                                                          --------     --------
     Comprehensive income (loss)                          $  209.7     $  263.5
                                                          ========     ========

     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 to minimize  funding  costs while
maintaining   acceptable   levels  of  interest  rate  and  liquidity  risk  and
facilitating its funding needs.



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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.


Investment Portfolio

     Transamerica,   principally   through  its  life  insurance   subsidiaries,
maintains an investment  portfolio  aggregating $34.3 billion at March 31, 1999,
of which $29.7  billion was  invested in fixed  maturities.  At March 31,  1999,
93.8% of the fixed maturities was rated as "investment grade" with an additional
4.0%  in  the BB  category  or its  equivalent.  The  amortized  cost  of  fixed
maturities was $27.9 billion resulting in a net unrealized gain position, before
the effect of income taxes and  adjustments  to deferred  acquisition  costs and
policy  liabilities,  of $1.8 billion at March 31, 1999.  The amortized  cost of
delinquent below investment grade securities, before provision for impairment in
value, was $1.9 million at March 31, 1999 and December 31, 1998.  Adjustment for
impairment in value has been made to reduce the amortized  cost of certain fixed
maturity  investments  by $83.7  million at March 31, 1999 and $78.9  million at
December 31, 1998.

     In addition to the investments in fixed  maturities,  $791.8 million (2% of
the investment  portfolio),  net of allowance for losses of $30.4  million,  was
invested  in  mortgage  loans  and  real  estate  including  $694.8  million  in
commercial mortgage loans, $81.1 million in real estate investments, $400,000 in
foreclosed real estate and $45.9 million in residential  mortgage loans. Problem
loans, defined as restructured loans yielding less than 8% and delinquent loans,
totaled  $4.1  million at March 31, 1999 and $3.5  million at December 31, 1998.
Allowances  for  possible  losses of $3.3  million  at March  31,  1999 and $1.6
million at December 31, 1998 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 $10.7 billion at
March 31, 1999 and $10 billion at December 31, 1998 and  designated as hedges of
portions of Transamerica's  investment portfolio were outstanding.  In addition,
derivative financial instruments with a notional amount of $5.6 billion at March
31, 1999 and $4.9  billion at  December  31,  1998 and  designated  as hedges of
Transamerica's liabilities were outstanding.



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Page 13


     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, 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  Transamerica's
derivative  financial  instruments at March 31, 1999 and December 31, 1998 was a
net benefit of $271.3  million and $331.7  million  comprising  agreements  with
aggregate  gross  benefits of $347.8  million and $364.1  million and agreements
with aggregate gross obligations of $76.5 million and $32.4 million.


Year 2000 Issue

     Transamerica  has  developed  a plan to modify its  information  systems to
ensure  the  readiness  of our  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 has four phases:  (1) problem  determination,  (2) planning and
resource  acquisition,  (3) remediation  and (4) testing and acceptance.  During
phase  one,  Transamerica  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,
Transamerica 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 covers  remediation
where date  occurrences  in  internally  maintained  systems  are  analyzed  and
corrected and software and hardware are replaced where  necessary.  In addition,
operating  systems  that  interface  with  outside  parties are examined in more
detail and modified if required.  Phase four includes  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.

     The most  significant  categories of outside  parties to  Transamerica  are
agents and  brokers,  financial  institutions,  software  vendors,  governmental
agencies, third party service providers and utility providers (gas, electric and
telecommunications).  Transamerica'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 well into 1999.

     Following is the status of Transamerica's  Year 2000 compliance efforts for
critical systems at each of its business segments.

     The  life  insurance  operation  had  completed  substantially  all  of the
remediation  phase as of March 31, 1999. As of March 31, 1999,  testing was well
underway and is expected to be substantially complete by June 1999.

     The commercial  lending  operation had completed  substantially  all of the
remediation  phase as of March 31, 1999. As of March 31, 1999,  testing was well
underway  and is  expected  to be  substantially  finished  by  June  1999.  The
commercial lending operating systems in Europe,  which affect a small percentage
of the business, are being developed and tested for implementation in July 1999.

     The leasing  operation had completed the  remediation and testing phases as
of March 31,  1999.  In  addition  to the systems  remediated  and  tested,  the
customer service,  fleet management and equipment repair and maintenance  system
is scheduled for replacement in June 1999.

     The major business in the real estate segment, Transamerica Real Estate Tax
Service,  and most of the other  businesses  in this segment had  completed  the
remediation phase as of March 31, 1999. At March 31, 1999, testing had commenced
and the testing phase, including testing with numerous governmental agencies, is
expected to be substantially complete by September 1999.



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Page 14


     The projected total cost associated with required  modifications  to become
ready for the Year 2000 is  approximately  $40  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 March 31, 1999, was $27 million.  Transamerica  does not expect
the project to have a significant  effect on its financial  condition or results
of operations.

     Transamerica  believes it will achieve 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,  governmental
agencies 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  Transamerica's   systems  and  other  similar
uncertainties.  Transamerica  is  developing  contingency  plans to minimize any
possible disruptions.


Part II.  Other Information


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

    (a)    Exhibits.

           10.1  Form of Transamerica Corporation Value Added Incentive Plan 
                 (January 1, 1999 Restatement)
           10.2  Form of Amendment No. 3 To The Transamerica Corporation 1995
                 Performance Stock Option Plan
           10.3  Form of Amendment No. 4 To The Transamerica Corporation 1996 
                 Stock Option and Award Plan
           10.4  Form of Amendment No. 10 To The 1985 Stock Option And Award
                 Plan Of Transamerica Corporation
           12    Computation of Ratio of Earnings to Fixed Charges.
           18    Change in Accounting Principles.
           27    Financial Data Schedule.

    (b)    Reports on Form 8K

     On  February  22,  1999  Transamerica  reported  that it had  agreed  to be
acquired by AEGON N.V.

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Page 15



                                   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:  April 29, 1999