<PAGE>

                  As filed with the Commission on May 5, 1998

                                                   Registration No. 333-________
================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                           ------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           The Securities Act of 1933
                           ------------------------
                             HELLER FINANCIAL, INC.
             (Exact name of registrant as specified in its charter)


          Delaware                                      36-1208070
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)
 
        500 West Monroe Street
          Chicago, Illinois                               60661
        ----------------------                            -----
(Address of principal executive offices)                (zip code)

               Heller Financial, Inc. 1998 Stock Incentive Plan

                           (Full title of the Plan)
--------------------------------------------------------------------------------
                             Debra H. Snider, Esq.
            Executive Vice President, Chief Administrative Officer
                         General Counsel and Secretary
                            Heller Financial, Inc.
                            500 West Monroe Street
                            Chicago, Illinois, 60661
                           ------------------------
                    (Name and address of agent for service)
 
                                (312) 441-7000
                           ------------------------
         (Telephone number, including area code, of agent for service)
 
                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
                                                                 Proposed maximum         Proposed maximum
        Title of securities                 Amount to be          offering price         aggregate offering          Amount of
        to be registered (1)               registered (1)         per share (2)              price (2)            registration fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                      <C>                      <C>                      <C> 
Class A Common Stock, $.25 par value      6,718,125 shares         $30.59375                $205,532,636.70          $60,632.13
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Pursuant to Rule 416(a), this Registration Statement shall be deemed to
     cover any additional shares of Class A Common Stock, par value $.25 per
     share, which may be offered pursuant to the Heller Financial, Inc. 1998 
     Stock Incentive Plan.
(2)  Estimated solely for purposes of calculating the registration fee pursuant
     to Rule 457(h) on the basis of the average high and low prices reported for
     shares of Common Stock on the New York Stock Exchange Composite Tape on May
     1, 1998, which was $30.59375.

<PAGE>
 
                                    PART I

               INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

     The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participating employees as specified by Rule 428(b)(1)
of the Securities Act of 1933, as amended (the "Securities Act").   These
documents and the documents incorporated by reference into this Registration
Statement pursuant to Item 3 of Part II of this Registration Statement, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
 
                                    PART II

              INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

     Heller Financial, Inc. (the "Company") hereby incorporates the following
documents herein by reference:

     (a)  The Company's Annual Report on Form 10-K for the year ended December
31, 1997; and

     (b)  The Company's Annual Report on Form 10-K/A for the year ended December
31, 1997; and

     (c)  The Company's Current Reports on Form 8-K filed with the Commission on
January 6, 1998, January 29, 1998, January 31, 1998, February 20, 1998, February
28, 1998 and April 21, 1998; and

     (d)  The description of the Company's Class A Common Stock, $.25 par value
per share, contained in the "Description of Capital Stock" section of the
Company's registration statement on Form S-2, file no. 333-46915, filed with the
Securities and Exchange Commission (the "SEC") on February 26, 1998, including
any subsequent amendments thereto or any report or other filing with the SEC
updating such description.

     In addition, all documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered hereby
have been sold or which deregisters all such securities then remaining unsold
shall be deemed to be incorporated herein by reference and to be a part hereof
from the date of filing of such documents.

     Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

Item 4.   Description of Securities

     Not Applicable.

<PAGE>
 
Item 5.   Interests of Named Experts and Counsel

     Certain matters with respect to the Common Stock of the Company being
registered hereunder are being passed upon by Mark Ohringer, Esq., whose opinion
is filed as Exhibit 5.1 to this Registration Statement.  Mr. Mark Ohringer is
Associate General Counsel and Assistant Secretary of the Company and is eligible
to participate in the plan registered hereunder.

Item 6.   Indemnification of Directors and Officers

     The Company is a Delaware corporation.  Reference is made to Section 145 of
the Delaware General Corporation Law, as amended (the "GCL"), which provides
that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of such corporation), by reason of the fact that
such person is or was a director, officer, employee or agent of the corporation,
or is or was serving at its request in such capacity of another corporation or
business organization against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding if such person acted
in good faith and in a manner such person reasonably believed to be in or not
opposed to the best interest of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe that such
person's conduct was unlawful.  A Delaware corporation may indemnify officers
and directors in any action by or in the right of a corporation under the same
conditions, except that no indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable to the corporation.
Where an officer or director is successful on the merits or otherwise in the
defense of any action referred to above, the corporation must indemnify him
against the expenses (including attorneys' fees) that such officer or director
actually and reasonably incurred.

     Reference is also made to Section 102(b)(7) of the GCL, which permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the GCL or (iv) for any transaction from which the director
derived an improper personal benefit.

     The Amended and Restated Certificate of Incorporation of the Company
provides for the elimination of personal liability of a director for breach of
fiduciary duty as permitted by Section 102(b)(7) of the GCL and the Amended and
Restated By-Laws of the Company provide that the Company shall indemnify its
directors and officers to the full extent permitted by Section 145 of the GCL.

     The Company intends to maintain directors and officers liability insurance
that insures the directors and officers of the Company against certain
liabilities.

Item 7.   Exemption From Registration Claimed

     Not Applicable.

Item 8.   Exhibits

     A list of exhibits is set forth on the Index to Exhibits.

<PAGE>
 
Item 9.   Undertakings

     (a)  The undersigned Company hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
     made of the securities registered hereby, a post-effective amendment to
     this Registration Statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act;

               (ii) To reflect in the prospectus any facts or events arising
          after the effective date of this Registration Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in this Registration Statement;

               (iii) To include any material information with respect to the
          plan of distribution not previously disclosed in this Registration
          Statement or any material change to such information in this
          Registration Statement;

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section
     do not apply if the registration statement is on Form S-3, Form S-8 or Form
     F-3, and the information required to be included in a post-effective
     amendment by those paragraphs is contained in periodic reports filed with
     or furnished to the SEC by the Company pursuant to Section 13 or Section
     15(d) of the Exchange Act that are incorporated by reference in this
     Registration Statement.

          (2) That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

     (b) The undersigned Company hereby further undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of the annual report of the employee benefit
plans pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the SEC such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director, officer
or controlling person of the Company in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

<PAGE>
 
                                  SIGNATURES

     Pursuant to the requirements of the Securities Act, the Company certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Chicago, Illinois on the 1st day of May, 1998.

                                      HELLER FINANCIAL, INC.


                                      By: /s/ Richard J. Almeida
                                         _______________________________________
                                         Richard J. Almeida
                                         Chairman of the Board and
                                         Chief Executive Officer

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Lauralee E. Martin, Debra H. Snider and Mark J.
Ohringer and each of them (with full power to each of them to act alone), his
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the SEC, granting unto said
attorneys-in-fact and agents, and each of them, 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, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all said attorneys-in-fact
and agents, or any of them, or their substitutes, may lawfully do or cause to be
done by virtue hereof.

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

Signature                 Title                                Date
_________                 _____                                ____

/s/ Richard J. Almeida
______________________    Chairman of the Board and           May 1, 1998 
Richard J. Almeida        Chief Executive Officer                           
                          (Principal Executive Officer)                      
                                                         
/s/ Lauralee E. Martin                                                      
______________________   Executive Vice President,            May 1, 1998
Lauralee E. Martin        Chief Financial Officer and         
                          Director (Principal Financial       
                          Officer)                            
                                                         
/s/ Lawrence G. Hund                                                     
______________________   Executive Vice President and         May 1, 1998
Lawrence G. Hund          Controller (Principal               
                          Accounting Officer)                 
                                                         
/s/ Michael J. Litwin                                                     
______________________   Executive Vice President,            May 1, 1998
Michael J. Litwin         Chief Credit Officer and            
                          Director                            

/s/ Kenichiro Tanaka                                                     
______________________   Executive Vice President and         May 1, 1998
Kenichiro Tanaka          Director                            

                                                         
/s/ Masahiro Sawada
______________________   Senior Vice President and            May 1, 1998
Masahiro Sawada           Director                            

                                                         
/s/ Dennis P. Lockhart                                                     
______________________   Director                             May 1, 1998
Dennis P. Lockhart
 
 
<PAGE>


/s/ Atsushi Takano
______________________    Director                             May 1, 1998
Atsushi Takano                                       


/s/ Yukihiko Chayama                                     
______________________    Director                             May 1, 1998
Yukihiko Chayama                                     


/s/ Kenichi Tomita                                       
______________________    Director                             May 1, 1998
Kenichi Tomita                                       


/s/ Takeshi Takahashi                                    
______________________    Director                             May 1, 1998
Takeshi Takahashi                                    


/s/ Tsutomu Hayano            
______________________    Director                             May 1, 1998
Tsutomu Hayano            
                           
                                                     
/s/ Osamu Ogura           
______________________    Director                             May 1, 1998
Osamu Ogura           
                               
                                                     
/s/ Mark Kessel       
______________________    Director                             May 1, 1998
Mark Kessel       
                                   
                                                     
/s/ Hideo Nakajima
______________________    Director                             May 1, 1998
Hideo Nakajima

<PAGE>
 
                                 EXHIBIT INDEX
                                 -------------
 
Exhibit
Number                               Description
------                               -----------
    
4.1       Heller Financial, Inc. 1998 Stock Incentive Plan

4.2       Form of Restricted Stock Award and Form of Special Restricted Award
          Under Heller Financial, Inc. 1998 Stock Incentive Plan

4.3       Form of Nonqualified Stock Option Award Agreement Under Heller
          Financial, Inc. 1998 Stock Incentive Plan

4.4       Amended and Restated Certificate of Incorporation of the Company
          (incorporated herein by reference to Exhibit 3.1 of the Company's
          registration statement number 333-46915, as amended)

4.5       Amended and Restated By-Laws of the Company (incorporated herein by
          reference to Exhibit 3.2 of the Company's registration statement
          number 333-46915, as amended)

4.6       The description of the Company's Class A Common Stock, $.25 par value
          per share (incorporated herein by reference to the "Description of
          Capital Stock" section of the Company's registration statement on Form
          S-2, file no. 333-46915, as amended)

4.7       Specimen stock certificate representing Class A Common Stock
          (incorporated herein by reference to Exhibit 4 of the Company's
          registration statement number 333-46915, as amended)

5.1       Opinion re: legality of the securities being registered

23.1      Consent of Arthur Andersen LLP

23.2      Consent of legal counsel (included as part of their opinion filed as
          Exhibit 5.1)

24.1      Powers of Attorney (included on the signature page hereof)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21151}]
{"company-data": {"conformed-name": "HELLER FINANCIAL INC", "cik": "0000046738", "assigned-sic": "6153", "irs-number": "361208070", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-51831", "film-number": "98610202"}, "business-address": {"street1": "500 W MONROE ST", "city": "CHICAGO", "state": "IL", "zip": "60661", "phone": "3124417000"}, "mail-address": {"street1": "500 W MONROE ST", "city": "CHICAGO", "state": "IL", "zip": "60661"}, "former-company": {"former-conformed-name": "HELLER WALTER E & CO /NEW/", "date-changed": "19850503"}}
As filed with the Commission on May 5, 1998

                                                   Registration No. 333-________
================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                           ------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           The Securities Act of 1933
                           ------------------------
                             HELLER FINANCIAL, INC.
             (Exact name of registrant as specified in its charter)

          Delaware                                      36-1208070
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)
 
        500 West Monroe Street
          Chicago, Illinois                               60661
        ----------------------                            -----
(Address of principal executive offices)                (zip code)

               Heller Financial, Inc. 1998 Stock Incentive Plan

                           (Full title of the Plan)
--------------------------------------------------------------------------------
                             Debra H. Snider, Esq.
            Executive Vice President, Chief Administrative Officer
                         General Counsel and Secretary
                            Heller Financial, Inc.
                            500 West Monroe Street
                            Chicago, Illinois, 60661
                           ------------------------
                    (Name and address of agent for service)
 
                                (312) 441-7000
                           ------------------------
         (Telephone number, including area code, of agent for service)
 
                        CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                                 Proposed maximum         Proposed maximum
        Title of securities                 Amount to be          offering price         aggregate offering          Amount of
        to be registered (1)               registered (1)         per share (2)              price (2)            registration fee
------------------------------------------------------------------------------------------------------------------------------------
Class A Common Stock, $.25 par value      6,718,125 shares         $30.59375                $205,532,636.70          $60,632.13
------------------------------------------------------------------------------------------------------------------------------------
(1)  Pursuant to Rule 416(a), this Registration Statement shall be deemed to
     cover any additional shares of Class A Common Stock, par value $.25 per
     share, which may be offered pursuant to the Heller Financial, Inc. 1998 
     Stock Incentive Plan.
(2)  Estimated solely for purposes of calculating the registration fee pursuant
     to Rule 457(h) on the basis of the average high and low prices reported for
     shares of Common Stock on the New York Stock Exchange Composite Tape on May
     1, 1998, which was $30.59375.
PART I

               INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

     The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participating employees as specified by Rule 428(b)(1)
of the Securities Act of 1933, as amended (the "Securities Act").   These
documents and the documents incorporated by reference into this Registration
Statement pursuant to Item 3 of Part II of this Registration Statement, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
 
                                    PART II

              INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

     Heller Financial, Inc. (the "Company") hereby incorporates the following
documents herein by reference:

     (a)  The Company's Annual Report on Form 10-K for the year ended December
31, 1997; and

     (b)  The Company's Annual Report on Form 10-K/A for the year ended December
31, 1997; and

     (c)  The Company's Current Reports on Form 8-K filed with the Commission on
January 6, 1998, January 29, 1998, January 31, 1998, February 20, 1998, February
28, 1998 and April 21, 1998; and

     (d)  The description of the Company's Class A Common Stock, $.25 par value
per share, contained in the "Description of Capital Stock" section of the
Company's registration statement on Form S-2, file no. 333-46915, filed with the
Securities and Exchange Commission (the "SEC") on February 26, 1998, including
any subsequent amendments thereto or any report or other filing with the SEC
updating such description.

     In addition, all documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered hereby
have been sold or which deregisters all such securities then remaining unsold
shall be deemed to be incorporated herein by reference and to be a part hereof
from the date of filing of such documents.

     Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

Item 4.   Description of Securities

     Not Applicable.
Item 5.   Interests of Named Experts and Counsel

     Certain matters with respect to the Common Stock of the Company being
registered hereunder are being passed upon by Mark Ohringer, Esq., whose opinion
is filed as Exhibit 5.1 to this Registration Statement.  Mr. Mark Ohringer is
Associate General Counsel and Assistant Secretary of the Company and is eligible
to participate in the plan registered hereunder.

Item 6.   Indemnification of Directors and Officers

     The Company is a Delaware corporation.  Reference is made to Section 145 of
the Delaware General Corporation Law, as amended (the "GCL"), which provides
that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of such corporation), by reason of the fact that
such person is or was a director, officer, employee or agent of the corporation,
or is or was serving at its request in such capacity of another corporation or
business organization against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding if such person acted
in good faith and in a manner such person reasonably believed to be in or not
opposed to the best interest of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe that such
person's conduct was unlawful.  A Delaware corporation may indemnify officers
and directors in any action by or in the right of a corporation under the same
conditions, except that no indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable to the corporation.
Where an officer or director is successful on the merits or otherwise in the
defense of any action referred to above, the corporation must indemnify him
against the expenses (including attorneys' fees) that such officer or director
actually and reasonably incurred.

     Reference is also made to Section 102(b)(7) of the GCL, which permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the GCL or (iv) for any transaction from which the director
derived an improper personal benefit.

     The Amended and Restated Certificate of Incorporation of the Company
provides for the elimination of personal liability of a director for breach of
fiduciary duty as permitted by Section 102(b)(7) of the GCL and the Amended and
Restated By-Laws of the Company provide that the Company shall indemnify its
directors and officers to the full extent permitted by Section 145 of the GCL.

     The Company intends to maintain directors and officers liability insurance
that insures the directors and officers of the Company against certain
liabilities.

Item 7.   Exemption From Registration Claimed

     Not Applicable.

Item 8.   Exhibits

     A list of exhibits is set forth on the Index to Exhibits.
Item 9.   Undertakings

     (a)  The undersigned Company hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
     made of the securities registered hereby, a post-effective amendment to
     this Registration Statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act;

               (ii) To reflect in the prospectus any facts or events arising
          after the effective date of this Registration Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in this Registration Statement;

               (iii) To include any material information with respect to the
          plan of distribution not previously disclosed in this Registration
          Statement or any material change to such information in this
          Registration Statement;

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section
     do not apply if the registration statement is on Form S-3, Form S-8 or Form
     F-3, and the information required to be included in a post-effective
     amendment by those paragraphs is contained in periodic reports filed with
     or furnished to the SEC by the Company pursuant to Section 13 or Section
     15(d) of the Exchange Act that are incorporated by reference in this
     Registration Statement.

          (2) That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

     (b) The undersigned Company hereby further undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of the annual report of the employee benefit
plans pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the SEC such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director, officer
or controlling person of the Company in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act, the Company certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Chicago, Illinois on the 1st day of May, 1998.

                                      HELLER FINANCIAL, INC.

                                      By: /s/ Richard J. Almeida
                                         _______________________________________
                                         Richard J. Almeida
                                         Chairman of the Board and
                                         Chief Executive Officer

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Lauralee E. Martin, Debra H. Snider and Mark J.
Ohringer and each of them (with full power to each of them to act alone), his
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the SEC, granting unto said
attorneys-in-fact and agents, and each of them, 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, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all said attorneys-in-fact
and agents, or any of them, or their substitutes, may lawfully do or cause to be
done by virtue hereof.

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

Signature                 Title                                Date
_________                 _____                                ____

/s/ Richard J. Almeida
______________________    Chairman of the Board and           May 1, 1998 
Richard J. Almeida        Chief Executive Officer                           
                          (Principal Executive Officer)                      
                                                         
/s/ Lauralee E. Martin                                                      
______________________   Executive Vice President,            May 1, 1998
Lauralee E. Martin        Chief Financial Officer and         
                          Director (Principal Financial       
                          Officer)                            
                                                         
/s/ Lawrence G. Hund                                                     
______________________   Executive Vice President and         May 1, 1998
Lawrence G. Hund          Controller (Principal               
                          Accounting Officer)                 
                                                         
/s/ Michael J. Litwin                                                     
______________________   Executive Vice President,            May 1, 1998
Michael J. Litwin         Chief Credit Officer and            
                          Director                            

/s/ Kenichiro Tanaka                                                     
______________________   Executive Vice President and         May 1, 1998
Kenichiro Tanaka          Director                            

                                                         
/s/ Masahiro Sawada
______________________   Senior Vice President and            May 1, 1998
Masahiro Sawada           Director                            

                                                         
/s/ Dennis P. Lockhart                                                     
______________________   Director                             May 1, 1998
Dennis P. Lockhart
/s/ Atsushi Takano
______________________    Director                             May 1, 1998
Atsushi Takano                                       

/s/ Yukihiko Chayama                                     
______________________    Director                             May 1, 1998
Yukihiko Chayama                                     

/s/ Kenichi Tomita                                       
______________________    Director                             May 1, 1998
Kenichi Tomita                                       

/s/ Takeshi Takahashi                                    
______________________    Director                             May 1, 1998
Takeshi Takahashi                                    

/s/ Tsutomu Hayano            
______________________    Director                             May 1, 1998
Tsutomu Hayano            
                           
                                                     
/s/ Osamu Ogura           
______________________    Director                             May 1, 1998
Osamu Ogura           
                               
                                                     
/s/ Mark Kessel       
______________________    Director                             May 1, 1998
Mark Kessel       
                                   
                                                     
/s/ Hideo Nakajima
______________________    Director                             May 1, 1998
Hideo Nakajima
EXHIBIT INDEX
                                 -------------
 
Exhibit
Number                               Description
------                               -----------
    
4.1       Heller Financial, Inc. 1998 Stock Incentive Plan

4.2       Form of Restricted Stock Award and Form of Special Restricted Award
          Under Heller Financial, Inc. 1998 Stock Incentive Plan

4.3       Form of Nonqualified Stock Option Award Agreement Under Heller
          Financial, Inc. 1998 Stock Incentive Plan

4.4       Amended and Restated Certificate of Incorporation of the Company
          (incorporated herein by reference to Exhibit 3.1 of the Company's
          registration statement number 333-46915, as amended)

4.5       Amended and Restated By-Laws of the Company (incorporated herein by
          reference to Exhibit 3.2 of the Company's registration statement
          number 333-46915, as amended)

4.6       The description of the Company's Class A Common Stock, $.25 par value
          per share (incorporated herein by reference to the "Description of
          Capital Stock" section of the Company's registration statement on Form
          S-2, file no. 333-46915, as amended)

4.7       Specimen stock certificate representing Class A Common Stock
          (incorporated herein by reference to Exhibit 4 of the Company's
          registration statement number 333-46915, as amended)

5.1       Opinion re: legality of the securities being registered

23.1      Consent of Arthur Andersen LLP

23.2      Consent of legal counsel (included as part of their opinion filed as
          Exhibit 5.1)

24.1      Powers of Attorney (included on the signature page hereof)