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 June 30, 1998


                          Commission File Number 1-6798

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


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

          Delaware                                       95-1077235

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


                              600 Montgomery Street
                         San Francisco, California 94111
                    (Address of principal executive offices)
                                   (Zip Code)
                                 (4l5) 983-4000
               Registrant's telephone number, including area code)




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

     Number of shares of Common Stock, $10 par value, outstanding as of close of
business on July 31, 1998: 1,464,285.




<PAGE>


Page 2

                        TRANSAMERICA FINANCE CORPORATION

                                    FORM 10-Q

Part I.  Financial Information

Item 1.  Financial Statements.


         The   following   unaudited   consolidated   financial   statements  of
Transamerica  Finance  Corporation  and  Subsidiaries  (the  "Company")  for the
periods  ended June 30, 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
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  Company's
businesses.

                                    * * * * *

         Effective  January 1, 1998,  the  Company  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
on  consolidated  income for the six months and three months ended June 30, 1998
was immaterial.

         In June 1998, the Financial Accounting Standards Board issued Statement
No. 133,  Accounting for Derivative  Instruments  and Hedging  Activities.  This
statement   establishes   accounting  and  reporting  standards  for  derivative
instruments,   including  certain  derivative   instruments  embedded  in  other
contracts,  and for  hedging  activities.  The Company is required to adopt this
statement  as of  January  1,  2000.  The  effect  on  the  Company's  financial
statements of adopting this standard is uncertain at this time.

         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.


<PAGE>


Page 3

<TABLE>

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

                   (Amounts in millions except for share data)

<CAPTION>


                                                                       June 30,        December 31,
                                                                         1998              1997
<S>                                                                       <C>              <C>   

Assets:
Cash and cash equivalents                                              $    89.1        $     70.1

Finance receivables                                                      4,784.6           4,333.4
Less unearned fees ($387.9 in 1998 and
   $340.8 in 1997) and allowance for losses                                499.1             430.1
                                                                       ---------        ----------

                                                                         4,285.5           3,903.3
Property and equipment  less  accumulated  depreciation  
   of $1,207.6 in 1998 and $1,190.5 in 1997:
   Land, buildings and equipment                                            28.1              25.1
   Equipment held for lease                                              2,977.8           2,996.5
Goodwill, less accumulated amortization of
   $163.6 in 1998 and $156.2 in 1997                                       387.8             423.0
Assets held for sale                                                        49.1             377.8
Net assets of discontinued operations                                       47.3              40.1
Other assets                                                               757.6             889.6
                                                                      ----------        ----------
                                                                         8,622.3           8,725.5
                                                                      ==========        ==========

Liabilities and Stockholder's Equity:
Debt:
   Unsubordinated                                                     $  5,556.1        $  5,341.5
   Subordinated                                                            537.2             683.7
                                                                      ----------        ----------
                  Total debt                                             6,093.3           6,025.2

Accounts payable and other liabilities                                     791.7           1,034.7
Income taxes payable                                                       422.3             362.4
Stockholder's equity:
   Preferred stock --authorized, 250,000
        without par value; none issued
   Common stock--authorized, 2,500,000
        shares of $10 par value; issued and
        outstanding 1,464,285 shares                                        14.6              14.6
   Additional paid-in capital                                            1,310.6           1,300.9
   Retained earnings
   Component of other cumulative
        comprehensive income:
        Foreign currency translation adjustments                           (10.2)            (12.3)
                                                                      ----------        ----------

                  Total stockholder's equity                             1,315.0           1,303.2
                                                                      ----------        ----------

                                                                      $  8,622.3        $  8,725.5
                                                                      ==========        ==========
</TABLE>


<PAGE>


Page 4

<TABLE>

                TRANSAMERICA FINANCE CORPORATION AND SUBSIDIARIES

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

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


                                                       Six months ended              Three months ended
                                                           June 30,                        June 30,

                                                        1998      1997                 1998        1997

<S>                                                     <C>       <C>                  <C>         <C>
REVENUES
Finance charges and other fees                       $  343.0   $  249.6             $ 175.9     $ 126.3
Leasing revenues                                        367.0      370.5               181.3       181.6
Other                                                    43.7       35.6                24.2        19.1
                                                     --------   --------             -------     -------

                  Total revenues                        753.7      655.7               381.4       327.0

EXPENSES
Interest and debt expense                               188.3      166.3                94.0        84.4
Depreciation on equipment held for lease                136.5      135.2                69.0        67.7
Salaries and other operating expenses                   300.7      239.8               145.5       118.3
Provision for losses on receivables                      25.0        7.5                11.4         3.9
                                                     --------   --------             -------     -------

                  Total expenses                        650.5      548.8               319.9       274.3

Income before income taxes                              103.2      106.9                61.5        52.7
Income taxes                                             39.0       40.7                24.8        21.6
                                                     --------   --------             -------     -------

Income from continuing operations                        64.2       66.2                36.7        31.1

Income from discontinued operations                                275.0                           275.0
                                                     --------   --------             -------     -------
Net income                                           $   64.2   $  341.2             $  36.7     $ 306.1
                                                     ========   ========             =======     =======


Ratio of earnings to fixed charges                       1.51       1.60
                                                         ====       ====

</TABLE>



<PAGE>


Page 5

<TABLE>


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

<CAPTION>

                                                                           Six months ended
                                                                               June 30,
                                                                          1998           1997
<S>                                                                        <C>            <C>   
                                                                                                                 
OPERATING ACTIVITIES
Net income from continuing operations                                  $    64.2       $   66.2
Adjustments to reconcile income from continuing
    operations to net cash provided by operating activities:
        Depreciation and amortization                                      147.8          145.6
        Provision for losses on receivables                                 25.0            7.5
        Amortization of discount on long-term debt                           6.0            5.3
        Change in accounts payable and other
             liabilities                                                  (232.6)         160.5
        Change in income taxes payable                                      64.8          (44.2)
        Other                                                              180.1          261.6
                                                                       ---------       --------

Net cash provided by operating activities                                  255.3          602.5


INVESTING ACTIVITIES
Finance receivables originated                                          (9,819.7)      (9,649.4)
Finance receivables collected                                           10,066.6        9,268.3
Purchase of property and equipment                                        (165.4)        (173.0)
Sales of property and equipment                                             66.0           46.3
Proceeds from the sale of and cash
        transactions with discontinued operations                           (4.0)       4,039.7
Purchase of finance receivables from
        Whirpool Finance Corporation                                      (378.4)

Other                                                                       (5.5)        (240.3)
                                                                       ---------       --------

Net cash provided (used) by investing activities                          (240.4)       3,291.6


FINANCING ACTIVITIES
Proceeds from debt financing                                               951.9        2,879.1
Payments of debt                                                          (893.3)      (6,640.0)
Capital contributions from parent                                           38.3
Cash dividends paid                                                        (92.8)        (464.3)
                                                                       ---------       --------


Net cash provided (used) by financing activities                             4.1       (4,225.2)
                                                                       ---------       --------

Increase (decrease) in cash and
        cash equivalents                                                    19.0         (331.1)
Cash and cash equivalents at beginning
        of year                                                             70.1          398.5
                                                                       ---------       --------

         Cash and cash equivalents at end of period                    $    89.1       $   67.4
                                                                       =========       ========


</TABLE>


<PAGE>

Page 6

<TABLE>

                TRANSAMERICA FINANCE CORPORATION AND SUBSIDIARIES

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


                                                         Six months ended
                                                             June 30,
                                                         1998        1997
<S>                                                      <C>          <C>   

Balance at beginning of year                         $              $  117.7
Net income                                               64.2          341.2
Dividends                                               (64.2)        (458.9)
                                                     --------       --------
Balance at end of period                             $   -          $   -
                                                     ========       ========


</TABLE>



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



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

<CAPTION>


                                          Six months ended June 30,                Second Quarter
                                          Revenues               Income                Income
                                      1998      1997        1998       1997        1998       1997

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




Commercial lending                  $ 340.5   $ 239.0      $  47.0    $ 41.9      $  29.0    $  20.7
Leasing                               404.1     408.6         31.2      28.3         15.6       12.5
Other                                   9.1       8.1         (6.7)      2.4         (4.0)       1.1
Amortization of goodwill                                      (7.3)     (6.4)        (3.9)      (3.2)
                                    -------   -------      -------    ------      -------    -------
Total revenues and income
   from continuing operations       $ 753.7   $ 655.7      $  64.2    $ 66.2      $  36.7    $  31.1
                                    =======   =======      =======    ======      =======    =======

</TABLE>





<PAGE>

Page 7


Commercial Lending

     Commercial lending net income for the first half and second quarter of 1998
was $40.7 million and $25.6 million  compared to $36.6 million and $18.1 million
for the  comparable  periods  of 1997.  Commercial  lending  income,  before the
amortization  of  goodwill,  for the  first  half  and  second  quarter  of 1998
increased  $5.1 million  (12%) and $8.3 million (40%) from 1997's first half and
second quarter.  Operating  results for the second quarter of 1998 included $3.2
million in after tax gains on the  securitization  of $300  million of floorplan
receivables, and $200 million of commercial loan and lease receivables. Included
in the six months ended June 30, 1998 was a first quarter $3 million tax benefit
from the  resolution  of prior year tax  matters,  a first  quarter $2.1 million
after tax  charge  for losses and the  restructuring  of the  insurance  premium
finance  business,  and a first  quarter  $2.1  million  after  tax  gain on the
securitization of $300 million of floorplan receivables. In the six months ended
June 30, 1997 was a first quarter $3.2 million tax benefit from the satisfactory
resolution of prior years' tax matters. Higher margins due to higher average net
receivables in the first half and second  quarter of 1998 were partially  offset
by an increase in operating  expenses and in the provision for losses on finance
receivables.

         Revenues in the first half and second quarter of 1998 increased  $101.5
million  (42%) and $54.3  million  (45%) over the  corresponding  1997  periods.
Revenues  rose in 1998  principally  due to growth in  average  net  receivables
outstanding.  Revenues  in the first  six  months  and  second  quarter  of 1998
included  $8.9  million  and $5.7  million in gains from the  securitization  of
receivables.

     Interest expense  increased $15 million (18%) and $7.5 million (17%) in the
first half and second quarter of 1998 due to a higher  average  interest rate on
borrowings and higher average debt levels needed to support  receivables growth.
Operating expenses for the first six months and second quarter of 1998 increased
$62.2 million (74%) and $27.5 million (67%) over the corresponding  1997 periods
primarily as a result of the integration of the Whirlpool Finance operations and
higher levels of business volume and outstanding receivables.  The provision for
losses on  receivables  for the first half and second  quarter of 1998 increased
$17.5 million (232%) and $7.5 million (191%) from the corresponding 1997 periods
principally  as a result of higher  credit  losses in the retail  portfolio  and
additional  provisions  in the first  quarter of 1998 on the  insurance  premium
finance portfolio. Credit losses, net of recoveries, on an annualized basis as a
percentage  of  average  commercial  finance  receivables  outstanding,  net  of
unearned finance charges, were 0.68% for the first half and 0.79% for the second
quarter of 1998 compared to 0.15% and 0.13% for the comparable periods of 1997.

         Net  commercial  finance  receivables  outstanding  at  June  30,  1998
increased $411 million (12%) 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 acquisition during the first half of 1998
of the retail  finance  business  and the  remaining  international  assets from
Whirlpool  Financial  Corporation  which amounted to $387 million of net finance
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  Finance  Corporation.  The total purchase price
was $1.3  billion in cash subject to post closing  adjustments.  Management  has
established  an allowance  for losses equal to 2.64% of net  commercial  finance
receivables  outstanding  as of June 30, 1998  compared to 2.35% at December 31,
1997.

     Delinquent receivables 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  over 60 days  past  due.  Delinquent
receivables  were $47.1 million (1.12% of receivables  outstanding)  at June 30,
1998 compared to $18 million (0.48% of receivables  outstanding) at December 31,
1997. The increase in delinquent  receivables at June 30, 1998 was primarily 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   insurance  premium  finance
receivables at December 31, 1997 were $14.2 million.

     Nonearning receivables are defined as balances from borrowers that are more
than 90 days delinquent for non credit card  receivables or sooner if it appears
doubtful they will be fully  collectible.  Nonearning  receivables  on revolving
credit card accounts  included in retail 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 accounts are collected.  Nonearning receivables were $50.7 million (1.21% of
receivables  outstanding)  at June 30, 1998 compared to $26.4 million  (0.71% of
receivables  outstanding)  at December  31,  1997.  The  increase in  nonearning
receivables at June 30, 1998 was primarily due to the inclusion of the insurance
premium  finance  receivables  which were  reported  as assets  held for sale at
December  31,  1997  and  an  increase  in   distribution   finance   nonearning
receivables.  Nonearning  insurance premium finance  receivables at December 31,
1997 were $7.5 million.

         
<PAGE>

Page 8


Leasing

         Leasing  net income  for the first half and second  quarter of 1998 was
$30.2 million and $15 million  compared to $27.3 million and $12 million for the
first half and second quarter of 1997.  Leasing income,  before the amortization
of goodwill,  was $31.2  million and $15.6  million in the first half and second
quarter of 1998 compared to $28.3 million and $12.5 million in the corresponding
periods of 1997.

         Leasing income, before the amortization of goodwill, for the first half
and second quarter of 1998,  increased $2.9 million (10%) and $3.1 million (24%)
versus the first half and second quarter of 1997.  Higher  earnings for both the
first half and second  quarter  resulted  primarily  from  lower  operating  and
ownership  costs  for  standard  containers   attributable  to  the  accelerated
disposition  of equipment in line with a fleet  downsizing  initiative.  Chassis
earnings  were also  favorable  due to more  units on hire  from both  increased
utilization and a larger fleet mainly  associated  with an increased  demand for
chassis used with U.S. domestic  containers.  Partially  offsetting the earnings
increases  were  lower  earnings  in rail  trailers  due to fewer  units on hire
associated with the continued decline in the demand for this equipment type.

         Revenue for the first half of 1998  decreased  $4.5 million (1%) versus
the first  half of 1997 and was  approximately  the same  level  for the  second
quarter of 1998 compared to the second quarter of 1997. The revenue decrease was
due to less units on-hire for standard containers associated with continued weak
market  conditions  and a smaller fleet size and less on-hire rail trailers from
accelerated equipment sales.  Offsetting these decreases were increased revenues
from more chassis  on-hires due to favorable  U.S.  market  conditions  for this
equipment and more on-hire European trailers due to the continued growth of this
product.

     Expenses  for the first half and  second  quarter  of 1998  decreased  $9.6
million (3%) and $5.4 milion (3%) over the  corresponding  1997 periods,  mainly
due to lower  ownership and operating  costs  associated  with smaller  standard
containers and rail trailers  fleets.  Offsetting these decreases were increased
expenses associated with Year 2000 information technology  expenditures and from
the expansion of our European trailer operations.

         The  combined   utilization   of  standard   containers,   refrigerated
containers,  domestic  containers,  tank containers and chassis averaged 79% for
both the first half and  second  quarter  of 1998  compared  to 78% for both the
first half and second quarter of 1997. Rail trailer  utilization was 79% and 80%
for the first half and second quarter of 1998 compared to 83% for both the first
half and second quarter of 1997.  European  trailer  utilization was 90% and 91%
for the first half and second  quarter of 1998  compared  to 91% and 92% for the
first half and second quarter of 1997.

Other

     Other  operating  results  for the six months  and  second  quarter of 1998
decreased  $9.1 and $5.1 million as compared to the same periods of 1997.  These
decreases  primarily  resulted from the Company's method of allocating  interest
expense among its subsidiaries and itself.

Discontinued operations

         In the first six  months  and  second  quarter  of 1998,  results  from
discontinued  operations  were  break  even.  In the first six months and second
quarter of 1997,  income from  discontinued  operations was $275 million,  which
consisted  entirely  of net gains  from the sale of the  branch  based  consumer
lending operations.
<PAGE>

Page 9


Comprehensive Income

     In  accordance  with  Financial  Accounting  Standard  No.  130,  Reporting
Comprehensive  Income,  comprehensive  income for the six months  ended June 30,
1998 and 1997 comprised:

<TABLE>

<CAPTION>


                                                       Six months ended June 30,         Three months ended June 30,
                                                         1998        1997                  1998              1997
<S>                                                      <C>          <C>                  <C>                <C>   


Net income                                            $  64.2     $  341.2               $  36.7            $ 306.1
Other comprehensive income, net of tax:
    Unrealized gains (losses) from
    investments marked to fair value:
        Unrealized holding gains (losses) on
        fixed maturities arising during period                         -                                        -
        Less:  reclassification adjustment
        for gains included in net income                              (2.7)                                    (2.7)
    Foreign currency translation adjustments              2.1         (9.5)                  4.8               (3.9)
                                                      -------     --------               -------            -------
Comprehensive income                                  $  66.3     $  329.0               $  41.5            $ 299.5
                                                      =======     ========               =======            =======

</TABLE>


Derivatives

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

         Derivative financial instruments with a notional amount of $1.2 billion
at June 30, 1998 and $1.3 billion at December 31, 1997 and  designated as hedges
of the Company's liabilities were outstanding.

         While  the   Company  is  exposed  to  credit  risk  in  the  event  of
nonperformance by the other party,  nonperformance is not anticipated due to the
credit rating of the counterparties.  At June 30, 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 the
Company's  liability  hedges at June 30,  1998 and  December  31, 1997 was a net
benefit of $48.2 million and $39.7 million comprising  agreements with aggregate
gross benefits of $49.8 million and $40.7 million and agreements  with aggregate
gross obligations of $1.6 million and $1 million.


<PAGE>


Page 10


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

         (a)      Exhibits.

                  12       Computation of Ratio of Earnings to Fixed Charges.

                  27       Financial Data Schedule.

         (b)      Reports on Form 8-K.

                  None.


                                        Signatures

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

TRANSAMERICA FINANCE CORPORATION
(Registrant)




Burton E. Broome
Vice President and Controller



Date:    August 4, 1998