REVISED
PRICING SUPPLEMENT NO. 46 Rule 424(b)(2)
TRADE DATE May 20, 1994 Registration No.33-49763
(To Prospectus Supplement dated September 23, 1993
including the Prospectus dated August 27, 1993) CUSIP Number: 89350L EQ 1
May 27, 1994
$ 50,000,000
TRANSAMERICA FINANCE CORPORATION
MEDIUM-TERM NOTES, SERIES D
Due from 9 Months to 30 Years from Date of Issue
Floating Rate Note (x) Fixed Rate Note ( )
Senior Medium-Term Note (x) Subordinated Medium-Term Note ( )
Principal Amount: $50,000,000.00 Issue Price: 100%
Original Issue Date: May 27, 1994 Specified Currency: U.S. Dollars
Interest Accrual Date: May 27, 1994 Maturity Date: May 27, 1997
Redemption Date(s): None New Notice of
Redemption Price(s): N/A Maturity Renewal
Authorized Denominations (if other than Date(s): N/A Date(s): N/A
denominations of $100,000 and integral
multiples of $1,000 in excess thereof
in U.S. Dollars): N/A
Repayment Date(s): None Interest Payment Period:
Repayment Price(s): N/A Quarterly
Original Issue Discount Interest Payment Dates:
Note: ( ) Yes (X) No May 27, August 27, November 27,
Total Amount of OID: N/A and February 27
Yield to Maturity: N/A Global Security: (X) Yes ( ) No
Initial Accrual Period OID: N/A Exchange Rate Agent: N/A
Method Used to Determine Historical Exchange Rate: N/A
Yield to Maturity and Initial
Accrual Period OID: N/A
(Only applicable to Floating Rate Notes): Spread (plus or minus): +.30%
Initial Interest Rate:To be calculated as Spread Multiplier: N/A
if the Issue Date
were an Interest
Reset Date
Index Maturity: N/A Maximum Interest Rate: N/A
Base Rate(s): Modified Treasury Rate Minimum Interest Rate: N/A
(as defined below)
If LIBOR, Designated LIBOR Page: Calculation Rate Agent:UBS
Securities Inc.
( ) LIBOR Reuters
( ) LIBOR Telerate Name of Agent:UBS Securities Inc.
Index Currency: U.S. Dollars Agent's Discount or
Interest Reset Period: Quarterly Commission: $83,067.00
Interest Reset Dates: May 27, August 27, Net Proceeds to Co: $49,916,933.00
November 27, and February 27
( ) Agent is acting as Agent for the sale of Notes by the Company at a price
to the public of ( ) 100% of Principal Amount ( ) ____% of Principal Amount
(x) Agent is purchasing Notes from the Company as Principal for resale to
investors and other purchasers at: ( ) a fixed initial public offering price
of 100% of the principal amount; ( ) a fixed initial public offering price
of____% of the principal amount; (x) varying prices relating to prevailing
market prices at time of resale to be determined by Agent.
Additional Terms: For purposes of the accompanying Prospectus Supplement and
Prospectus, references to the Agents shall be deemed to include UBS Securities
Inc., unless the context requires otherwise.
For purposes hereof, "Modified Treasury Rate" means, with respect to any
Interest Determination Date (as defined), the simple average of the Treasury
Rate (as defined in the Prospectus Supplement) determined on each Auction Date
(as defined below) occurring during the period from and including the prior
Interest Determination Date (or the Issue Date with respect to the first
Interest Payment Date) through the date immediately preceding the Interest
Determination Date. For purposes of applying the definition of Treasury Rate
as it appears on page S-12 of the Prospectus Supplement, the Index Maturity
will be deemed to be three months, the term "Interest Determination Date" will
be replaced with the term "Auction Date" (as defined below) and the
Calculation Date will have the meaning set forth below.
For purposes hereof and the Prospectus Supplement (other than the definition
of Treasury Rate), the "Interest Determination Date" pertaining to any
Interest Reset Date shall be the second Business Day next preceding the
Interest Payment Date next following such Interest Reset Date, or if no such
Interest Payment Date, the Maturity Date. For purposes hereof, the "Auction
Date" shall be the day of each week on which Treasury bills of the Index
Maturity are auctioned. Treasury bills normally sold at auction on Monday of
each week, unless that day is a legal holiday, in which case the auction is
normally held on the following Tuesday, except that such auction may be held
on the preceding Friday. If as a result of a legal holiday, an auction is so
held on the preceding Friday, such Friday's auction will be deemed to be the
auction held on the following week. For purposes hereof the "Calculation
Date" shall be the Business Day preceding the applicable Interest Payment Date
or Maturity.
Notwithstanding the terms of the Prospectus Supplement, interest on the Notes
will be calculated as if the Interest Reset Period were quarterly, and
therefore, will include accrued interest to but excluding the Interest Payment
Date.
__________________
UBS Securities Inc.
