EXHIBIT 4.2

                                                                  CONFORMED COPY








                        TRANSAMERICA FINANCE CORPORATION
                                    as Issuer

                                       and

                            BNY MIDWEST TRUST COMPANY
             (successor in interest to Harris Trust and Savings Bank
                                   as Trustee


           __________________________________________________________


                             SUPPLEMENTAL INDENTURE

                          Dated as of January 12, 2004

                                       to

                                    INDENTURE

                            Dated as of July 1, 1982


           __________________________________________________________


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                                TABLE OF CONTENTS
                                -----------------

                                                                            Page
                                                                            ----

                                    ARTICLE I
                                   DEFINITIONS

SECTION 1.1    DEFINITION OF TERMS...........................................3

                                   ARTICLE II
                                   AMENDMENTS

SECTION 2.1    AMENDMENTS TO INDENTURE.......................................3

                                   ARTICLE III
                                  MISCELLANEOUS

SECTION 3.1    RATIFICATION OF THE INDENTURE.................................4
SECTION 3.2    TRUSTEE NOT RESPONSIBLE FOR RECITALS..........................4
SECTION 3.3    TERMINATION...................................................4
SECTION 3.4    SUCCESSORS AND ASSIGNS........................................5
SECTION 3.5    AMENDMENTS....................................................5
SECTION 3.6    NOTICES.......................................................5
SECTION 3.7    BENEFIT.......................................................5
SECTION 3.8    GOVERNING LAW; JURISDICTION...................................5
SECTION 3.9    SEPARABILITY..................................................5
SECTION 3.10   COUNTERPARTS..................................................6
SECTION 3.11   EFFECTIVENESS.................................................6






















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         SUPPLEMENTAL INDENTURE, dated as of January 12, 2004 (this
"Supplemental Indenture") between Transamerica Finance Corporation, a Delaware
corporation (the "Company"), and BNY Midwest Trust Company (successor in
interest to Harris Trust and Savings Bank), a banking association duly
incorporated and registered under the laws of Illinois, as trustee (the
"Trustee").

         WHEREAS, the Company has executed and delivered to the Trustee an
indenture dated as of July 1, 1982 (the "Indenture") providing for the issuance
by the Company from time to time of its unsecured senior debt securities
issuable in one or more series;

         WHEREAS, the Company has issued, and the Trustee has authenticated and
delivered, collectively, three series of debt securities designated Zero Coupon
Debentures due September 1, 2007, Zero Coupon Debentures due March 1, 2010 and
Zero Coupon Debentures due September 1, 2012 (collectively, the "Notes");

         WHEREAS, the Company is the obligor with respect to the Notes;

         WHEREAS, the Company proposes to amend and supplement the Indenture in
certain respects;

         NOW THEREFORE, in consideration of the premises, the parties hereby
agree as follows:

                                   ARTICLE I
                                   DEFINITIONS

SECTION 1.1 DEFINITION OF TERMS.

         Unless the context otherwise requires:

         (a)      a term defined in the Indenture has the same meaning when used
in this Supplemental Indenture;

         (b)      a term defined anywhere in this Supplemental Indenture has the
same meaning throughout this Supplemental Indenture;

         (c)      the singular includes the plural and vice versa; and

         (d)      the Article and Section headings herein and the Table of
Contents are for convenience of reference only and do not affect the
construction of this Supplemental Indenture.

                                   ARTICLE II
                                   AMENDMENTS

SECTION 2.1 AMENDMENTS TO INDENTURE.





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         (a)      Section 8.01 (Company May Consolidate, etc., Only on Certain
Terms) of the Indenture is hereby deleted and replaced in its entirety with the
following:

                  ss. 8.01. Limitation on Consolidation, etc. by the Company.

                  The Company shall not consolidate with or merge into any other
                  corporation that is not organized and existing under the laws
                  of the United States of America or any State or the District
                  of Columbia and shall not convey or transfer its properties
                  and assets substantially as an entirety to any Person that is
                  not organized and existing under the laws of the United States
                  of America or any State or the District of Columbia if such
                  Person would assume the Company's obligations under this
                  Indenture in connection therewith.

         (b)      Section 8.02 (Successor Corporation Substituted) of the
Indenture is hereby deleted and replaced in its entirety with the following:

                  ss. 8.02. [Intentionally omitted.]


         (c)      Section 8.03 (Securities to be Secured in Certain Events) of
the Indenture is hereby deleted and replaced in its entirety with the following:

                  ss. 8.03. [Intentionally omitted.]


         (d)      Section 10.06 (Limitations on Liens) of the Indenture is
hereby deleted and replaced in its entirety with the following:

                  ss. 10.06. [Intentionally omitted.]


                                  ARTICLE III
                                  MISCELLANEOUS

SECTION 3.1 RATIFICATION OF THE INDENTURE.

         Except as hereby expressly amended, the Indenture is in all respects
ratified and confirmed and all terms, provisions and conditions thereof shall be
and remain in full force and effect.

SECTION 3.2 TRUSTEE NOT RESPONSIBLE FOR RECITALS.

         The recitals herein contained are made by the Company and not by the
Trustee, and the Trustee assumes no responsibility for the correctness thereof.
The Trustee makes no representation as to the validity or sufficiency of this
Supplemental Indenture.

SECTION 3.3 TERMINATION.

         This Supplemental Indenture shall terminate once the principal
(premium, if any) and interest of all outstanding Notes have been paid.


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SECTION 3.4 SUCCESSORS AND ASSIGNS.

         Agreements contained in this Supplemental Indenture shall inure to the
benefit of the Holders of the Notes then outstanding.

SECTION 3.5 AMENDMENTS.

         This Supplemental Indenture may only be amended in accordance with
Section 9.02 of the Indenture.

SECTION 3.6 NOTICES.

         All notices provided for in this Supplemental Indenture shall be in
writing, duly signed by the party giving such notice, and shall be delivered,
telecopied or mailed by registered or certified mail, as follows:

         (a)      If given to the Trustee, at the mailing address of the Trustee
                  set forth below:

                  BNY Midwest Trust Company
                  Corporate Finance Administration
                  2 North LaSalle St. 10th Floor
                  Chicago, IL  60602

         (b)      If given to any Holder, at the address set forth in the
                  Security Register.

         All such notices shall be deemed to have been given when received in
person, transmitted by facsimile with receipt confirmed, or mailed by first
class mail, postage prepaid except that if a notice or other document was
refused delivery or could not be delivered because of a change of address, of
which no notice was given, such notice or other document shall be deemed to have
been delivered on the date of such refusal or inability to deliver.

SECTION 3.7 BENEFIT.

         Nothing in this Supplemental Indenture or in the Notes, express or
implied, shall give to any Person, other than the parties hereto and their
successors hereunder and the Holders, any benefit or any legal or equitable
right, remedy or claim under this Supplemental Indenture.

SECTION 3.8 GOVERNING LAW; JURISDICTION.

         This Supplemental Indenture shall be governed by and construed in
accordance with the laws of the State of California, without regard to conflicts
of law provisions.

SECTION 3.9 SEPARABILITY.

         In case any one or more of the provisions contained in this
Supplemental Indenture shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions of this Supplemental Indenture,


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and this Supplemental Indenture shall be construed as if such invalid or illegal
or unenforceable provisions had never been contained herein.

SECTION 3.10 COUNTERPARTS.

         This Supplemental Indenture may be executed in any number of
counterparts each of which shall be an original, but such counterparts shall
together constitute one and the same instrument.

SECTION 3.11 EFFECTIVENESS.

         This Supplemental Indenture shall become a legally effective and
binding instrument upon the execution and delivery hereof by all parties hereto.

                                    * * * * *



























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         IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the day and year first above written.


                                        TRANSAMERICA FINANCE CORPORATION


                                        By: /s/ Rosario A. Perrelli
                                            ------------------------------------
                                            Name:  Rosario A. Perrelli
                                            Title: Executive Vice President and
                                                   Chief Financial Officer


                                        BNY MIDWEST TRUST COMPANY
                                          as Trustee


                                        By: /s/ C. Potter
                                            ------------------------------------
                                            Name:  C. Potter
                                            Title: Assistant Vice President
























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