Exhibit 4.1

                               AMENDMENT NO. 9 TO
                             THE 1985 STOCK OPTION
                   AND AWARD PLAN OF TRANSAMERICA CORPORATION
                                        
          TRANSAMERICA CORPORATION, having adopted The 1985 Stock Option and
Award Plan of Transamerica Corporation (the "Plan") on March 1, 1985, and having
amended the Plan on eight prior occasions, hereby amends the Plan, effective as
of January 2, 1998, as follows:

          1.   Section 3(a) is hereby amended by adding the following sentence
to read as follows:

       Effective as of January 2, 1998, the number of shares of stock available
       for issuance under this Plan has been decreased by 1,369,202 shares to
       make such 1,369,202 shares available for issuance under the Company's
       1995 Performance Stock Option Plan.

          IN WITNESS WHEREOF, Transamerica Corporation, by its duly authorized
Chairman of its Management Development and Compensation Committee, and by its
duly authorized officer, has executed this Amendment No. 9 on the date(s)
indicated below.

                                    TRANSAMERICA CORPORATION


Dated:  _____________, 1998         By ______________________________
                                          Peter V. Ueberroth,
                                          Chairman, Management
                                          Development and Compensation
                                          Committee


Dated:  _____________, 1998         By: _____________________________
                                        Title: