TRANS OCEAN CONTAINER CORP
10-Q/A, 1996-11-18
EQUIPMENT RENTAL & LEASING, NEC
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<PAGE>
   
IN ACCORDANCE WITH RULE 201 OF REGULATION S-T, THIS FORM 10-Q OF THE
REGISTRANT DATED NOVEMBER 14, 1996, IS BEING FILED IN PAPER PURSUANT TO A
TEMPORARY HARDSHIP EXEMPTION.
    

Page 1


                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549



                                  FORM 10-Q/A-1

(Mark one)
( X )  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
       OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY
       PERIOD ENDED SEPTEMBER 30, 1996 OR

(   )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
       SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD
       FROM _________ TO _________


                       Commission file number 33-74198


                      TRANS OCEAN CONTAINER CORPORATION
           (Exact name of registrant as specified in the charter)


           Delaware                                           94-3155379
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                         Identification Number)


             100 Manhattanville Road, Purchase, New York  10577
             (Address of principal executive offices)(Zip Code)

                               (914) 682-3300
             (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

     As of November 13, 1996, 100 shares of common stock, $.001 par value,
were outstanding.

     THE REGISTRANT, A WHOLLY OWNED SUBSIDIARY OF TRANSAMERICA CORPORATION,
MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1)(a) AND (b) OF FORM
10-Q AND IS THEREFORE FILING THIS FORM 10-Q WITH THE REDUCED DISCLOSURE FORMAT
PERMITTED UNDER GENERAL INSTRUCTION H(2).

<PAGE>
Page 2


                               Amendment No. 1

     Trans Ocean Container Corporation, the Registrant, hereby amends the
title page of Form 10-Q for the Quarterly Period Ended September 30, 1996 to
include the temporary hardship legend on the top of page 1.


                                 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.


TRANS OCEAN CONTAINER CORPORATION


Edward T. Mann                              
Vice President and Treasurer

Date: November 18, 1996



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