<PAGE>
 
    As filed with the Securities and Exchange Commission on August 10, 1998


                                             Registration No. 333-_________

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8
                            REGISTRATION STATEMENT
                                   UNDER THE
                            SECURITIES ACT OF 1933
                           TRANSAMERICA CORPORATION
              (Exact name of issuer as specified in its charter)

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

            600 MONTGOMERY STREET, SAN FRANCISCO, CALIFORNIA 94111
                   (Address of Principal Executive Offices)

          TRANSAMERICA CORPORATION 1995 PERFORMANCE STOCK OPTION PLAN
                           (Full Title of the Plan)

                           Shirley H. Buccieri, Esq.
             Senior Vice President, General Counsel and Secretary
                           Transamerica Corporation
            600 Montgomery Street, San Francisco, California 94111
                    (Name and address of agent for service)

          Telephone number, including area code of agent for service:
                                (415) 983-4000

                                  Copies to:
                             John E. Aguirre, Esq.
                      Orrick, Herrington & Sutcliffe LLP
                       Old Federal Reserve Bank Building
                              400 Sansome Street
                        San Francisco, California 94111

<TABLE>
<CAPTION>
Title of Securities        Amount to be          Proposed Maximum        Proposed Maximum         Amount of
to be Registered           Registered            Offering Price Per      Aggregate Offering       Registration Fee (1)
                                                 Share (1)               Price (1)
<S>                        <C>                   <C>                     <C>                      <C> 
Common Stock               2,000,000 shares      $114.375                $228,750,000             $67,482  
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee on the
basis of $114.375 per share, the average of the high and low prices of the
Common Stock as reported by the New York Stock Exchange on August 5, 1998.
<PAGE>
 
          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.      INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents are incorporated by reference in this Registration
Statement: (i) Transamerica Corporation's (the "Corporation") latest annual
report filed pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act
of 1934 (the "Exchange Act") or the latest prospectus filed pursuant to Rule
424(b) under the Securities Act of 1933 (the "Securities Act") that contains
audited financial statements for the Corporation's latest fiscal year for which
such statements have been filed; (ii) all other reports filed by the Corporation
pursuant to Sections 13(a) or 15(d) of the Exchange Act since the end of the
fiscal year covered by the Corporation's latest annual report; and (iii) the
description of the Corporation's common stock contained in the Corporation's
Registration Statement on Form 8-A, as it may have been amended from time to
time. All documents filed by the Corporation after the date of this registration
statement pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such documents.

ITEM 4.      DESCRIPTION OF SECURITIES

Inapplicable.

ITEM 5.      INTERESTS OF NAMED EXPERTS AND COUNSEL

Inapplicable.

ITEM 6.      INDEMNIFICATION OF DIRECTORS AND OFFICERS

As authorized by Section 145 of the Delaware Corporation Law, the Corporation's
Certificate of Incorporation eliminates the personal liability of its directors
to the Corporation or its stockholders for monetary damages for any breach of
fiduciary duty as a director, except for: (i) any breach of the duty of loyalty
to the Corporation or its stockholders, (ii) acts or omissions not in good faith
or which involve intentional1 misconduct or a knowing violation of law, (iii)
liability under Section 174 of the Delaware General Corporation Law (involving
certain unlawful dividends or stock repurchases) or (iv) any transaction from
which the director derived an improper personal benefit.

As authorized by Section 145 of the Delaware Corporation Law, the Corporation's
By-Laws provide for indemnification of directors, officers, employees and agents
in certain cases. Indemnification shall be provided when a person is made a
party or is threatened to be made a party to any proceeding by reason of the
fact that he or she is or was a director or officer of the Corporation or a
director, officer, employee or agent of another enterprise, serving as such at
the request of the Corporation; provided, however, that no indemnification shall
be provided to any such person if a judgment or other final adjudication adverse
to the director or officer establishes that the director or officer did not act
in good faith and in a manner reasonably believed by him or her to be in, or not
opposed to, the best interests of the Corporation or, with respect to any
criminal proceeding, had reasonable cause to believe that his or her conduct was
unlawful; and

                                       2
<PAGE>
 
provided, further, that, except as to actions to enforce indemnification rights,
the Corporation shall indemnify any such person seeking indemnification in
connection with any action, suit or proceeding (or part thereof) initiated
against any such person only if the action, suit or proceeding (or part thereof)
was authorized by the Board of Directors of the Corporation. When
indemnification is required, the director or officer shall be indemnified for
losses, liabilities and expenses (including attorneys' fees, judgments, fines
and amounts paid in settlement) actually and reasonably incurred by him or her
in connection therewith.

If such proceeding is brought by or on behalf of the Corporation, such person
shall be indemnified against expenses actually and reasonably incurred if he or
she acted in good faith and in a manner reasonably believed by him or her to be
in, or not opposed to, the best interest of the Corporation. There can be no
indemnification with respect to any matter as to which such person is adjudged
to be liable to the Corporation; however, a court may, even in such case, allow
indemnification to such person for such expenses as the court deems proper.

The Corporation's By-Laws provide that, notwithstanding the foregoing, where
such person is successful in any such proceeding, he or she is entitled to be
indemnified against expenses actually and reasonably incurred by him or her. In
all other cases, he or she is entitled to be indemnified against expenses
actually and reasonably incurred by him or her unless the Corporation has
determined that indemnification of such person is not proper because he or she
has not met the applicable standard of conduct.

In addition to the above, the Corporation has entered into Indemnification
Agreements (the "Indemnification Agreements") with each of its directors. The
Indemnification Agreements provide directors with generally the same
indemnification by the Corporation as is set forth in the immediately preceding
paragraphs except that the Indemnification Agreements differ from the By-Laws in
the following significant respects: (1) following a change in control (as
defined) of the Corporation, approval by the Board of Directors of the
Corporation of a claim initiated by a director is not required as a condition to
such person's indemnification rights; and (2) no indemnification shall be
provided to a director if a final adjudication or judgment adverse to such
person establishes that such person did not meet the required standard of care
and such person's actions were material to the cause of action adjudicated or,
with respect to an action brought by or in the right of the Corporation, that
such person committed an act for which personal liability has not been
eliminated under the Corporation's Certificate of Incorporation.

The Indemnification Agreements also provide for (i) arbitration of
indemnification claims after a change in control of the Corporation, (ii) if a
potential change in control or a change in control occurs, the establishment of
a trust for the benefit of an indemnitee of reasonably anticipated
indemnification amounts, and (iii) if the indemnification provided in the
Indemnification Agreements is not available, contribution by the Corporation
based on the relative benefits to the Corporation and the indemnitee and the
relative fault of the Corporation and the indemnitee.

There is directors and officers liability insurance currently in force which
insures directors and officers of the Corporation. The policy covers losses for
which the Corporation shall be required or permitted by law to indemnify
directors and officers and which result from claims made against such directors
or officers based upon the commission of wrongful acts in the performance of
their duties. The policy also covers losses which the directors or officers must
pay as the result

                                       3
<PAGE>
 
of claims brought against them based upon the commission of wrongful acts in the
performance of their duties and for which they are not indemnified by the
Corporation. The losses covered by the policy are subject to certain exclusions
and do not include fines or penalties imposed by law or other matters deemed
uninsurable under the law. The policy contains certain deductible provisions.

ITEM 7.      EXEMPTION FROM REGISTRATION CLAIMED

Inapplicable.

ITEM 8.      EXHIBITS

4.1  Transamerica Corporation 1995 Performance Stock Option Plan, as amended
     (including Amendment Nos. 1 and 2) (incorporated by reference to Exhibit B
     of the Registrant's Proxy Statement for the Annual Meeting of Stockholders
     held on April 23, 1998).

4.2  Form of Nonqualified Stock Option Agreement under the Registrant's 1995
     Performance Stock Option Plan (incorporated by reference to Exhibit EX-10.2
     of the Registrant's Quarterly Report on Form 10-Q (File No. 1-2964) for the
     quarter ended June 30, 1995).

4.3  Form of Nonqualified Stock Option Agreement granted with Tandem Limited
     Stock Appreciation Right under the Registrant's 1995 Performance Stock
     Option Plan (incorporated by reference to Exhibit EX-10.3 of the
     Registrant's Quarterly Report on Form 10-Q (File No. 1-2964) for the
     quarter ended June 30, 1995).

4.4  Form of Tandem Limited Stock Appreciation Right under the Registrant's 1995
     Performance Stock Option Plan (incorporated by reference to Exhibit 10.27
     of the Registrant's Annual Report on Form 10-K (File No. 1-2964) for the
     year ended December 31, 1997).

4.5  Form of $125 Nonqualified Stock Option Agreement under the Registrant's
     1995 Performance Stock Option Plan (incorporated by reference to Exhibit
     10.1 of the Registrant's Quarterly Report on Form 10-Q (File No. 1-2964)
     for the quarter ended March 31, 1998).

4.6  Form of $150 Nonqualified Stock Option Agreement granted with Tandem
     Limited Stock Appreciation Right under the Registrant's 1995 Performance
     Stock Option Plan (incorporated by reference to Exhibit 10.2 of the
     Registrant's Quarterly Report on Form 10-Q (File No. 1-2964) for the
     quarter ended March 31, 1998).

4.7  Form of Tandem Limited Stock Appreciation Right (Tandem to $150 Options)
     under the Registrant's 1995 Performance Stock Option Plan (incorporated by
     reference to Exhibit 10.3 of the Registrant's Quarterly Report on Form 10-Q
     (File No. 1-2964) for the quarter ended March 31, 1998).

5.1  Opinion of Orrick, Herrington & Sutcliffe LLP.

23.1 Consent of Ernst & Young LLP.

                                       4
<PAGE>
 
23.2  Consent of Orrick, Herrington & Sutcliffe LLP is contained in Exhibit 5.1
      to this Registration Statement.

24.1  Powers of Attorney of Directors.

ITEM 9.   UNDERTAKINGS

     (a)  The undersigned Registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

               (i) To include any prospectus required by section 10(a)(3) of the
Securities Act;

               (ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement;

               (iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;

          Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by these paragraphs is contained in periodic reports filed by the Registrant
pursuant to section 13 or section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement;

          (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and

          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

     (b)  The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act each filing of the
Registrant's annual report pursuant to section 13(a) or section l5(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed

                                       5
<PAGE>
 
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successfu1 defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                       6
<PAGE>
 
                                  Signatures

THE REGISTRANT

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Francisco, State of California on the 6th day of
August, 1998.

TRANSAMERICA CORPORATION
     (Registrant)

/s/ Burton E. Broome
--------------------------------
Burton E. Broome
Vice President and Controller

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.

     Signature                     Title                            Date     

Principal Executive Officer:     President and Chief           August 6, 1998
                                 Executive Officer

/s/ Frank C. Herringer
--------------------------------
Frank C. Herringer


Principal Financial Officer:     Executive Vice President      August 6, 1998
                                 and Chief Financial Officer

/s/ Edgar H. Grubb
--------------------------------
Edgar H. Grubb


Principal Accounting Officer:    Vice President and            August 6, 1998
                                 Controller

/s/ Burton E. Broome
--------------------------------
Burton E. Broome

                                       7
<PAGE>
 
Directors:

         *
------------------------
Samuel L. Ginn                        Director                 August 6, 1998

         *
------------------------
Frank C. Herringer                    Director                 August 6, 1998

         *
------------------------
Robert W. Matschullat                 Director                 August 6, 1998

         *
------------------------
Gordon E. Moore                       Director                 August 6, 1998

         *
------------------------
Toni Rembe                            Director                 August 6, 1998

         *
------------------------
Condoleezza Rice                      Director                 August 6, 1998

         *
------------------------
Charles R. Schwab                     Director                 August 6, 1998

         *
------------------------
Forrest N. Shumway                    Director                 August 6, 1998

         *
------------------------
Peter V. Ueberroth                    Director                 August 6, 1998


*By: /s/ Burton E. Broome
    -----------------------
     Burton E. Broome
     Attorney-in-Fact

A majority of the members of the Board of Directors.

                                       8
<PAGE>
 
                                 EXHIBIT INDEX

4.1  Transamerica Corporation 1995 Performance Stock Option Plan, as amended
     (including Amendment Nos. 1 and 2) (incorporated by reference to Exhibit B
     of the Registrant's Proxy Statement for the Annual Meeting of Stockholders
     held on April 23, 1998).

4.2  Form of Nonqualified Stock Option Agreement under the Registrant's 1995
     Performance Stock Option Plan (incorporated by reference to Exhibit EX-10.2
     of the Registrant's Quarterly Report on Form 10-Q (File No. 1-2964) for the
     quarter ended June 30, 1995).

4.3  Form of Nonqualified Stock Option Agreement granted with Tandem Limited
     Stock Appreciation Right under the Registrant's 1995 Performance Stock
     Option Plan (incorporated by reference to Exhibit EX-10.3 of the
     Registrant's Quarterly Report on Form 10-Q (File No. 1-2964) for the
     quarter ended June 30, 1995).

4.4  Form of Tandem Limited Stock Appreciation Right under the Registrant's 1995
     Performance Stock Option Plan (incorporated by reference to Exhibit 10.27
     of the Registrant's Annual Report on Form 10-K (File No. 1-2964) for the
     year ended December 31, 1997).

4.5  Form of $125 Nonqualified Stock Option Agreement under the Registrant's
     1995 Performance Stock Option Plan (incorporated by reference to Exhibit
     10.1 of the Registrant's Quarterly Report on Form 10-Q (File No. 1-2964)
     for the quarter ended March 31, 1998).

4.6  Form of $150 Nonqualified Stock Option Agreement granted with Tandem
     Limited Stock Appreciation Right under the Registrant's 1995 Performance
     Stock Option Plan (incorporated by reference to Exhibit 10.2 of the
     Registrant's Quarterly Report on Form 10-Q (File No. 1-2964) for the
     quarter ended March 31, 1998).

4.7  Form of Tandem Limited Stock Appreciation Right (Tandem to $150 Options)
     under the Registrant's 1995 Performance Stock Option Plan (incorporated by
     reference to the Registrant's (incorporated by reference to Exhibit 10.3 of
     the Registrant's Quarterly Report on Form 10-Q (File No. 1-2964) for the
     quarter ended March 31, 1998).

5.1  Opinion of Orrick, Herrington & Sutcliffe LLP.

23.1 Consent of Ernst & Young LLP.

23.2 Consent of Orrick, Herrington & Sutcliffe LLP is contained in Exhibit 5.1
     to this Registration Statement.

24.1 Powers of Attorney of Directors.

                                       9
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{"company-data": {"conformed-name": "TRANSAMERICA CORP", "cik": "0000099189", "assigned-sic": "6311", "irs-number": "940932740", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-61055", "film-number": "98680192"}, "business-address": {"street1": "600 MONTGOMERY ST", "city": "SAN FRANCISCO", "state": "CA", "zip": "94111", "phone": "4159834000"}, "mail-address": {"street1": "600 MONTGOMERY STREET", "city": "SAN FRANCISCO", "state": "CA", "zip": "94111"}}
As filed with the Securities and Exchange Commission on August 10, 1998

                                             Registration No. 333-_________

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8
                            REGISTRATION STATEMENT
                                   UNDER THE
                            SECURITIES ACT OF 1933
                           TRANSAMERICA CORPORATION
              (Exact name of issuer as specified in its charter)

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

            600 MONTGOMERY STREET, SAN FRANCISCO, CALIFORNIA 94111
                   (Address of Principal Executive Offices)

          TRANSAMERICA CORPORATION 1995 PERFORMANCE STOCK OPTION PLAN
                           (Full Title of the Plan)

                           Shirley H. Buccieri, Esq.
             Senior Vice President, General Counsel and Secretary
                           Transamerica Corporation
            600 Montgomery Street, San Francisco, California 94111
                    (Name and address of agent for service)

          Telephone number, including area code of agent for service:
                                (415) 983-4000

                                  Copies to:
                             John E. Aguirre, Esq.
                      Orrick, Herrington & Sutcliffe LLP
                       Old Federal Reserve Bank Building
                              400 Sansome Street
                        San Francisco, California 94111
Title of Securities        Amount to be          Proposed Maximum        Proposed Maximum         Amount of
to be Registered           Registered            Offering Price Per      Aggregate Offering       Registration Fee (1)
                                                 Share (1)               Price (1)
Common Stock               2,000,000 shares      $114.375                $228,750,000             $67,482
(1) Estimated solely for the purpose of calculating the registration fee on the
basis of $114.375 per share, the average of the high and low prices of the
Common Stock as reported by the New York Stock Exchange on August 5, 1998.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.      INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents are incorporated by reference in this Registration
Statement: (i) Transamerica Corporation's (the "Corporation") latest annual
report filed pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act
of 1934 (the "Exchange Act") or the latest prospectus filed pursuant to Rule
424(b) under the Securities Act of 1933 (the "Securities Act") that contains
audited financial statements for the Corporation's latest fiscal year for which
such statements have been filed; (ii) all other reports filed by the Corporation
pursuant to Sections 13(a) or 15(d) of the Exchange Act since the end of the
fiscal year covered by the Corporation's latest annual report; and (iii) the
description of the Corporation's common stock contained in the Corporation's
Registration Statement on Form 8-A, as it may have been amended from time to
time. All documents filed by the Corporation after the date of this registration
statement pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such documents.

ITEM 4.      DESCRIPTION OF SECURITIES

Inapplicable.

ITEM 5.      INTERESTS OF NAMED EXPERTS AND COUNSEL

Inapplicable.

ITEM 6.      INDEMNIFICATION OF DIRECTORS AND OFFICERS

As authorized by Section 145 of the Delaware Corporation Law, the Corporation's
Certificate of Incorporation eliminates the personal liability of its directors
to the Corporation or its stockholders for monetary damages for any breach of
fiduciary duty as a director, except for: (i) any breach of the duty of loyalty
to the Corporation or its stockholders, (ii) acts or omissions not in good faith
or which involve intentional1 misconduct or a knowing violation of law, (iii)
liability under Section 174 of the Delaware General Corporation Law (involving
certain unlawful dividends or stock repurchases) or (iv) any transaction from
which the director derived an improper personal benefit.

As authorized by Section 145 of the Delaware Corporation Law, the Corporation's
By-Laws provide for indemnification of directors, officers, employees and agents
in certain cases. Indemnification shall be provided when a person is made a
party or is threatened to be made a party to any proceeding by reason of the
fact that he or she is or was a director or officer of the Corporation or a
director, officer, employee or agent of another enterprise, serving as such at
the request of the Corporation; provided, however, that no indemnification shall
be provided to any such person if a judgment or other final adjudication adverse
to the director or officer establishes that the director or officer did not act
in good faith and in a manner reasonably believed by him or her to be in, or not
opposed to, the best interests of the Corporation or, with respect to any
criminal proceeding, had reasonable cause to believe that his or her conduct was
unlawful; and

                                       2
provided, further, that, except as to actions to enforce indemnification rights,
the Corporation shall indemnify any such person seeking indemnification in
connection with any action, suit or proceeding (or part thereof) initiated
against any such person only if the action, suit or proceeding (or part thereof)
was authorized by the Board of Directors of the Corporation. When
indemnification is required, the director or officer shall be indemnified for
losses, liabilities and expenses (including attorneys' fees, judgments, fines
and amounts paid in settlement) actually and reasonably incurred by him or her
in connection therewith.

If such proceeding is brought by or on behalf of the Corporation, such person
shall be indemnified against expenses actually and reasonably incurred if he or
she acted in good faith and in a manner reasonably believed by him or her to be
in, or not opposed to, the best interest of the Corporation. There can be no
indemnification with respect to any matter as to which such person is adjudged
to be liable to the Corporation; however, a court may, even in such case, allow
indemnification to such person for such expenses as the court deems proper.

The Corporation's By-Laws provide that, notwithstanding the foregoing, where
such person is successful in any such proceeding, he or she is entitled to be
indemnified against expenses actually and reasonably incurred by him or her. In
all other cases, he or she is entitled to be indemnified against expenses
actually and reasonably incurred by him or her unless the Corporation has
determined that indemnification of such person is not proper because he or she
has not met the applicable standard of conduct.

In addition to the above, the Corporation has entered into Indemnification
Agreements (the "Indemnification Agreements") with each of its directors. The
Indemnification Agreements provide directors with generally the same
indemnification by the Corporation as is set forth in the immediately preceding
paragraphs except that the Indemnification Agreements differ from the By-Laws in
the following significant respects: (1) following a change in control (as
defined) of the Corporation, approval by the Board of Directors of the
Corporation of a claim initiated by a director is not required as a condition to
such person's indemnification rights; and (2) no indemnification shall be
provided to a director if a final adjudication or judgment adverse to such
person establishes that such person did not meet the required standard of care
and such person's actions were material to the cause of action adjudicated or,
with respect to an action brought by or in the right of the Corporation, that
such person committed an act for which personal liability has not been
eliminated under the Corporation's Certificate of Incorporation.

The Indemnification Agreements also provide for (i) arbitration of
indemnification claims after a change in control of the Corporation, (ii) if a
potential change in control or a change in control occurs, the establishment of
a trust for the benefit of an indemnitee of reasonably anticipated
indemnification amounts, and (iii) if the indemnification provided in the
Indemnification Agreements is not available, contribution by the Corporation
based on the relative benefits to the Corporation and the indemnitee and the
relative fault of the Corporation and the indemnitee.

There is directors and officers liability insurance currently in force which
insures directors and officers of the Corporation. The policy covers losses for
which the Corporation shall be required or permitted by law to indemnify
directors and officers and which result from claims made against such directors
or officers based upon the commission of wrongful acts in the performance of
their duties. The policy also covers losses which the directors or officers must
pay as the result

                                       3
of claims brought against them based upon the commission of wrongful acts in the
performance of their duties and for which they are not indemnified by the
Corporation. The losses covered by the policy are subject to certain exclusions
and do not include fines or penalties imposed by law or other matters deemed
uninsurable under the law. The policy contains certain deductible provisions.

ITEM 7.      EXEMPTION FROM REGISTRATION CLAIMED

Inapplicable.

ITEM 8.      EXHIBITS

4.1  Transamerica Corporation 1995 Performance Stock Option Plan, as amended
     (including Amendment Nos. 1 and 2) (incorporated by reference to Exhibit B
     of the Registrant's Proxy Statement for the Annual Meeting of Stockholders
     held on April 23, 1998).

4.2  Form of Nonqualified Stock Option Agreement under the Registrant's 1995
     Performance Stock Option Plan (incorporated by reference to Exhibit EX-10.2
     of the Registrant's Quarterly Report on Form 10-Q (File No. 1-2964) for the
     quarter ended June 30, 1995).

4.3  Form of Nonqualified Stock Option Agreement granted with Tandem Limited
     Stock Appreciation Right under the Registrant's 1995 Performance Stock
     Option Plan (incorporated by reference to Exhibit EX-10.3 of the
     Registrant's Quarterly Report on Form 10-Q (File No. 1-2964) for the
     quarter ended June 30, 1995).

4.4  Form of Tandem Limited Stock Appreciation Right under the Registrant's 1995
     Performance Stock Option Plan (incorporated by reference to Exhibit 10.27
     of the Registrant's Annual Report on Form 10-K (File No. 1-2964) for the
     year ended December 31, 1997).

4.5  Form of $125 Nonqualified Stock Option Agreement under the Registrant's
     1995 Performance Stock Option Plan (incorporated by reference to Exhibit
     10.1 of the Registrant's Quarterly Report on Form 10-Q (File No. 1-2964)
     for the quarter ended March 31, 1998).

4.6  Form of $150 Nonqualified Stock Option Agreement granted with Tandem
     Limited Stock Appreciation Right under the Registrant's 1995 Performance
     Stock Option Plan (incorporated by reference to Exhibit 10.2 of the
     Registrant's Quarterly Report on Form 10-Q (File No. 1-2964) for the
     quarter ended March 31, 1998).

4.7  Form of Tandem Limited Stock Appreciation Right (Tandem to $150 Options)
     under the Registrant's 1995 Performance Stock Option Plan (incorporated by
     reference to Exhibit 10.3 of the Registrant's Quarterly Report on Form 10-Q
     (File No. 1-2964) for the quarter ended March 31, 1998).

5.1  Opinion of Orrick, Herrington & Sutcliffe LLP.

23.1 Consent of Ernst & Young LLP.

                                       4
23.2  Consent of Orrick, Herrington & Sutcliffe LLP is contained in Exhibit 5.1
      to this Registration Statement.

24.1  Powers of Attorney of Directors.

ITEM 9.   UNDERTAKINGS

     (a)  The undersigned Registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

               (i) To include any prospectus required by section 10(a)(3) of the
Securities Act;

               (ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement;

               (iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;

          Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by these paragraphs is contained in periodic reports filed by the Registrant
pursuant to section 13 or section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement;

          (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and

          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

     (b)  The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act each filing of the
Registrant's annual report pursuant to section 13(a) or section l5(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed

                                       5
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successfu1 defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                       6
Signatures

THE REGISTRANT

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Francisco, State of California on the 6th day of
August, 1998.

TRANSAMERICA CORPORATION
     (Registrant)

/s/ Burton E. Broome
--------------------------------
Burton E. Broome
Vice President and Controller

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.

     Signature                     Title                            Date     

Principal Executive Officer:     President and Chief           August 6, 1998
                                 Executive Officer

/s/ Frank C. Herringer
--------------------------------
Frank C. Herringer

Principal Financial Officer:     Executive Vice President      August 6, 1998
                                 and Chief Financial Officer

/s/ Edgar H. Grubb
--------------------------------
Edgar H. Grubb

Principal Accounting Officer:    Vice President and            August 6, 1998
                                 Controller

/s/ Burton E. Broome
--------------------------------
Burton E. Broome

                                       7
Directors:

         *
------------------------
Samuel L. Ginn                        Director                 August 6, 1998

         *
------------------------
Frank C. Herringer                    Director                 August 6, 1998

         *
------------------------
Robert W. Matschullat                 Director                 August 6, 1998

         *
------------------------
Gordon E. Moore                       Director                 August 6, 1998

         *
------------------------
Toni Rembe                            Director                 August 6, 1998

         *
------------------------
Condoleezza Rice                      Director                 August 6, 1998

         *
------------------------
Charles R. Schwab                     Director                 August 6, 1998

         *
------------------------
Forrest N. Shumway                    Director                 August 6, 1998

         *
------------------------
Peter V. Ueberroth                    Director                 August 6, 1998

*By: /s/ Burton E. Broome
    -----------------------
     Burton E. Broome
     Attorney-in-Fact

A majority of the members of the Board of Directors.

                                       8
EXHIBIT INDEX

4.1  Transamerica Corporation 1995 Performance Stock Option Plan, as amended
     (including Amendment Nos. 1 and 2) (incorporated by reference to Exhibit B
     of the Registrant's Proxy Statement for the Annual Meeting of Stockholders
     held on April 23, 1998).

4.2  Form of Nonqualified Stock Option Agreement under the Registrant's 1995
     Performance Stock Option Plan (incorporated by reference to Exhibit EX-10.2
     of the Registrant's Quarterly Report on Form 10-Q (File No. 1-2964) for the
     quarter ended June 30, 1995).

4.3  Form of Nonqualified Stock Option Agreement granted with Tandem Limited
     Stock Appreciation Right under the Registrant's 1995 Performance Stock
     Option Plan (incorporated by reference to Exhibit EX-10.3 of the
     Registrant's Quarterly Report on Form 10-Q (File No. 1-2964) for the
     quarter ended June 30, 1995).

4.4  Form of Tandem Limited Stock Appreciation Right under the Registrant's 1995
     Performance Stock Option Plan (incorporated by reference to Exhibit 10.27
     of the Registrant's Annual Report on Form 10-K (File No. 1-2964) for the
     year ended December 31, 1997).

4.5  Form of $125 Nonqualified Stock Option Agreement under the Registrant's
     1995 Performance Stock Option Plan (incorporated by reference to Exhibit
     10.1 of the Registrant's Quarterly Report on Form 10-Q (File No. 1-2964)
     for the quarter ended March 31, 1998).

4.6  Form of $150 Nonqualified Stock Option Agreement granted with Tandem
     Limited Stock Appreciation Right under the Registrant's 1995 Performance
     Stock Option Plan (incorporated by reference to Exhibit 10.2 of the
     Registrant's Quarterly Report on Form 10-Q (File No. 1-2964) for the
     quarter ended March 31, 1998).

4.7  Form of Tandem Limited Stock Appreciation Right (Tandem to $150 Options)
     under the Registrant's 1995 Performance Stock Option Plan (incorporated by
     reference to the Registrant's (incorporated by reference to Exhibit 10.3 of
     the Registrant's Quarterly Report on Form 10-Q (File No. 1-2964) for the
     quarter ended March 31, 1998).

5.1  Opinion of Orrick, Herrington & Sutcliffe LLP.

23.1 Consent of Ernst & Young LLP.

23.2 Consent of Orrick, Herrington & Sutcliffe LLP is contained in Exhibit 5.1
     to this Registration Statement.

24.1 Powers of Attorney of Directors.

                                       9