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                                                    Exhibit 24.2

          POWER OF ATTORNEY OF ADMINISTRATION COMMITTEE


KNOW ALL PERSONS BY THESE PRESENTS:

          Each of the undersigned hereby constitutes and appoints
BURTON E. BROOME, CHRISTOPHER M. MCLAIN, and ROBERT D. MYERS, and
each of them with power to act alone, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and
stead, in any and all capacities, to sign a Registration
Statement or Registration Statements on Form S-8 relating to
1,400,000 shares of common stock of Transamerica Corporation, and
an indeterminate number of plan interests, issuable under the
Transamerica Corporation Employees Stock Savings Plan, and any
and all amendments of such Registration Statements, including
post-effective amendments, and to file the same, together with
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto such
attorney-in-fact full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and
about the premises hereof, as fully to all intents and purposes
as he or she might do or could do in person, hereby ratifying and
confirming all that said attorney-in-fact or his or her
substitutes may lawfully do or cause to be done by virtue hereof.

          Executed on the 8th day of August, 1994.


/s/ Burton E. Broome            /s/ Edgar H. Grubb          
Burton E. Broome                Edgar H. Grubb


/s/ Diane O. Berry              /s/ Rona I. King            
Diane O. Berry                  Rona I. King


/s/ Margaret Gage               /s/ Ruth Ellen Saarinen     
Margaret Gage                   Ruth Ellen Saarinen


/s/ Richard H. Finn        
Richard H. Finn