TRANSAMERICA CORP
S-8 POS, 1999-03-24
LIFE INSURANCE
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          As filed with the Securities and Exchange Commission on March 24, 1999

                                                        Registration No. 2-65028

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                        POST-EFFECTIVE AMENDMENT NO. 4 TO
                                    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
  incorporation or organization)                            Identification No.)
            

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

                 TRANSAMERICA CORPORATION 1979 STOCK OPTION PLAN
                      1971 NON-QUALIFIED STOCK OPTION PLAN
            INTERWAY CORPORATION 1974 NON-QUALIFIED STOCK OPTION PLAN
                            (Full Title of the Plans)
                            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:
                           Cameron W. Wolfe, Jr., Esq.
                               Usha Smerdon, Esq.
                       Orrick, Herrington & Sutcliffe LLP
                        Old Federal Reserve Bank Building
                               400 Sansome Street
                         San Francisco, California 94111





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                            DEREGISTRATION OF SHARES

Effective as of January 2, 1998, the Registrant amended its 1971 Non-Qualified
Stock Option Plan and its 1979 Stock Option Plan (collectively, the "Plans") to
provide no further option grants under the Plans. In addition, the Registrant's
Interway Corporation 1974 Non-Qualified Stock Option Plan has terminated. This
Post-Effective Amendment No. 4 to the Registrant's Registration Statement on
Form S-8 (Commission File No. 2-65028) is filed to deregister all shares
previously registered on such Form S-8 that remain unsold at the termination of
the offerings.



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                                    Signature

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 a Post-Effective Amendment to Form S-8 and has duly
caused this Post-Effective Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of San Francisco, State of
California on the 18th day of March, 1999.

TRANSAMERICA CORPORATION
        (Registrant)

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




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