<PAGE>
 
As filed with the Securities and Exchange Commission on September 19, 1996
                                                        Registration No. 333-
- -----------------------------------------------------------------------------

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                            ______________________

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                             _____________________

                       TRANS LEASING INTERNATIONAL, INC.
            (Exact name of registrant as specified in its charter)


                  DELAWARE                            36-2747735
          (State or other jurisdiction             (I.R.S. Employer
        of incorporation or organization)         Identification No.)

               3000 DUNDEE ROAD                          60062
             NORTHBROOK, ILLINOIS                      (Zip Code)
     (Address of Principal Executive Offices)

                  ___________________________________________

                TRANS LEASING INTERNATIONAL, INC. SAVINGS PLAN
                           (Full title of the plan)
                  ___________________________________________
                                        
        RICHARD GROSSMAN                            (847) 272-1000
PRESIDENT AND CHIEF EXECUTIVE OFFICER        (Telephone number, including
        3000 DUNDEE ROAD                      area code, of agent for service)
     NORTHBROOK, ILLINOIS 60062
(Name and address of agent for service)

                 ____________________________________________

       APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
          IMMEDIATELY UPON THE FILING OF THIS REGISTRATION STATEMENT
                 _____________________________________________
<TABLE> 
<CAPTION> 


                                                  CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                               PROPOSED MAXIMUM         PROPOSED MAXIMUM
 TITLE OF SECURITIES TO BE   AMOUNT TO BE     OFFERING PRICE PER       AGGREGATE OFFERING      AMOUNT OF REGISTRATION
       REGISTERED            REGISTERED(1)         SHARE(2)                 PRICE(2)                  FEE
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>                   <C>                    <C>                       <C>
 Common Stock, par value
 $.01 per share              30,000 shares        $3.53125                $105,937.50               $36.54
====================================================================================================================================
</TABLE>

(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, as
    amended (the "Act"), this Registration Statement also covers an
    indeterminate number of additional shares as may be issuable as a result of
    anti-dilution provisions of, and such indeterminate amount of interests to
    be offered or sold pursuant to, the employee benefit plan described herein.
(2) Estimated solely for the purpose of calculating the amount of the
    registration fee pursuant to Rule 457(h) under the Act, based upon the
    average high and low bid price of the registrant's Common Stock on September
    13, 1996, as reported by the Nasdaq National Market.
================================================================================
<PAGE>
 
                                    PART II
                             INFORMATION REQUIRED
                         IN THE REGISTRATION STATEMENT

     ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

              The following documents filed with the Securities and Exchange
     Commission (the "Commission") are incorporated by reference in this
     Registration Statement: (1) the Company's Annual Report on Form 10-K for
     the year ended June 30, 1995 (File No. 0-15167); (2) the Company's
     Quarterly Reports on Form 10-Q for the quarters ended September 30, 1995,
     December 31, 1995 and March 31, 1996 (File No. 0-15167); (3) all other
     reports filed by the Company pursuant to Sections 13 or 15(d) of the
     Securities Exchange Act of 1934, as amended (the "Exchange Act") since June
     30, 1995; and (4) the description of the Company's Common Stock contained
     in its Registration Statement on Form 8-A and any amendments or reports
     filed for the purpose of updating such description.

              All documents filed by the Company and the Trans Leasing
     International, Inc. Savings Plan (As Amended and Restated Effective as of
     July 1, 1994), as amended effective as of October 1, 1995 (the "Plan"),
     with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
     Exchange Act after the date of this Registration Statement and prior to the
     filing of a post-effective amendment which indicates that all shares of
     Common Stock offered pursuant to this Registration Statement have been sold
     or that deregisters all shares of Common Stock then remaining unsold, shall
     be deemed to be incorporated by reference in this Registration Statement
     and to be a part hereof from the date of filing of such documents.

              The financial statements of the Company and the Plan incorporated
     by reference in this Registration Statement have been audited by Deloitte &
     Touche LLP, independent accountants, for the periods indicated in their
     reports thereon, which are incorporated by reference or included in the
     Annual Report on Form 10-K for the year ended June 30, 1995. The
     consolidated financial statements audited by Deloitte & Touche LLP have
     been incorporated herein by reference in reliance on their report given on
     their authority as experts in accounting and auditing. To the extent that
     Deloitte & Touche LLP audits and reports on the financial statements and
     any financial statement schedules of the Company issued at future dates,
     and consents to the use of their reports thereon, such financial statements
     and schedules also will be incorporated by reference in this Registration
     Statement in reliance upon their reports and said authority.

     ITEM 4.  DESCRIPTION OF SECURITIES.

              Not applicable - the Company's Common Stock to be offered pursuant
     to this Registration Statement has been registered under Section 12 of the
     Exchange Act as described in Item 3 of this Part II.

     ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

              Not applicable.

     ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

              Delaware law and Article Ninth of the Company's Restated
     Certificate of Incorporation, as amended, provide that the Company shall,
     under certain circumstances and subject to certain limitations, indemnify
     any person made or threatened to be made a party to a proceeding by reason
     of that person's former or present official capacity with the Company
     against judgments, penalties, fines, settlements and reasonable expenses.
     Any such person is also entitled, subject to certain limitations, to
     payment or reimbursement of reasonable expenses in advance of the final
     disposition of the proceeding.

                                       2
<PAGE>
 
     ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

              No securities are to be reoffered or resold pursuant to this
              Registration Statement.

     ITEM 8.  EXHIBITS.

          4.1(a)*     Restated Certificate of Incorporation.

          4.1(b)*     Certificate of Amendment to Restated Certificate of
                      Incorporation, dated December 12, 1986.

          4.2(a)*     Bylaws.

          4.2(b)*     Amendment to the Bylaws, dated April 27, 1988.

          4.3*        Specimen form of the Company's Common Stock certificate.

          5.1**       Opinion and Consent of Oppenheimer Wolff & Donnelly.

          5.2**       Internal Revenue Service Determination Letter for the
                      Savings Plan
                      (As Amended and Restated Effective as of July 1, 1994).

          23.1        Consent of Oppenheimer Wolff & Donnelly (included in
                      Exhibit 5.1).

          23.2**      Consent of Deloitte & Touche LLP.

          24.1        Power of Attorney (included on page 6 of this Registration
                      Statement).

          99.1**      Trans Leasing International, Inc. Savings Plan (As Amended
                      and Restated Effective as of July 1, 1994).

          99.2**      First Amendment to Trans Leasing International, Inc.
                      Savings Plan (As Amended and Restated Effective as of 
                      July 1, 1994), as amended effective as of October 1, 1995.
 
     *    Incorporated by reference to the exhibits to the Company's
          Registration Statement on Form S-1, as amended (File No. 33-50228).

     **   Filed herewith.

          In connection with Exhibit 5.2, the registrant will also submit the
     Plan to the Internal Revenue Service ("IRS") in a timely manner and will
     make all changes required by the IRS in order to qualify the Plan.

                                       3
<PAGE>
 
ITEM 9.   UNDERTAKINGS.

          (a) The undersigned registrant hereby undertakes:

              (1)   To file, during any period in which offers or sales are
                    being made, a post-effective amendment to this registration
                    statement:

                    (i)  To include any prospectus required by Section 10(a)(3)
                         of the Securities Act of 1933;

                    (ii) To reflect in the prospectus any facts or events
                         arising after the effective date of the registration
                         statement (or the most recent post-effective amendment
                         thereof) which, individually or in the aggregate,
                         represents a fundamental change in the information set
                         forth in the registration statement. Notwithstanding
                         the foregoing, any increase or decrease in volume of
                         securities offered (if the total dollar value of
                         securities offered would not exceed that which was
                         registered) and any deviation from the low or high end
                         of the estimated maximum offering range may be
                         reflected in the form of prospectus filed with the
                         Commission pursuant to Rule 424(b) if, in the
                         aggregate, the changes in volume and price represent no
                         more than a 20% change in the maximum aggregate
                         offering price set forth in the "Calculation of
                         Registration Fee" table in the effective registration
                         statement;

                   (iii) To include any material information with respect to the
                         plan of distribution not previously disclosed in the
                         registration statement or any material change to such
                         information in the registration statement.

                         Provided, however, that paragraphs (a)(1)(i) and
                         (a)(1)(ii) do not apply if the information required to
                         be included in a post-effective amendment by those
                         paragraphs is contained in periodic reports filed by
                         the registrant pursuant to Section 13 or Section 15(d)
                         of the Securities Exchange Act of 1934 that are
                         incorporated by reference in the registration
                         statement.

              (2)   That, for the purpose of determining any liability under the
                    Securities Act of 1933, 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 registrant hereby undertakes that, for purposes of
              determining any liability under the Securities Act of 1933, each
              filing of the registrant's annual report pursuant to Section 13(a)
              or Section 15(d) of the Securities Exchange Act of 1934 (and,
              where applicable, each filing of an employee benefit plan's annual
              report pursuant to Section 15(d) of the Securities Exchange Act of
              1934) that is incorporated by reference in the 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 of 1933 may be permitted to directors, officers and
              controlling persons of the registrant pursuant to the foregoing
              provisions, or otherwise, the registrant has been advised that in
              the opinion of the Securities and

                                       4
<PAGE>
 
              Exchange Commission such indemnification is against public policy
              as expressed in the Act and is, therefore, unenforceable. In the
              event that a claim for indemnification against such liabilities
              (other than the payment by the registrant of expenses incurred or
              paid by a director, officer or controlling person of the
              registrant 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
              registrant 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 Act and will be
              governed by the final adjudication of such issue.

                                       5
<PAGE>
 
                                  SIGNATURES

          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 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 Northbrook, State of Illinois, on September 16, 1996.


                                     TRANS LEASING INTERNATIONAL, INC.
 
 
                                     By:/s/Richard Grossman
                                        ---------------------------------------
                                           Richard Grossman
                                           President and Chief Executive Officer


                               POWER OF ATTORNEY

          KNOW ALL BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard Grossman and Norman Smagley, and each of
them, as his true and lawful attorney-in-fact and agent, with full powers 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
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
requisite or 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 that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

          Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on September 16,
1996 in the capacities indicated.


         SIGNATURE                                  TITLE
         ---------                                  -----
 
/s/ Richard Grossman         President, Chief Executive Officer and
- ---------------------------  Chairman of the Board (Principal Executive Officer)
Richard Grossman
 
/s/ Norman Smagley           Vice President, Finance and Chief Financial Officer
- ---------------------------  (Principal Financial and Accounting Officer)
Norman Smagley                    
 
/s/ Clifford V. Brokaw, III  Director
- ---------------------------
Clifford V. Brokaw, III
 
/s/ Larry S. Grossman        Director
- ---------------------------
Larry S. Grossman
 
/s/ Michael J. Heyman        Director
- ---------------------------
Michael J. Heyman
 
/s/ Mark C. Matthews         Director
- ---------------------------
Mark C. Matthews
 
- ---------------------------  Director
John S. Stodder

                                       6
<PAGE>
 


          Pursuant to the requirements of the Securities Act of 1933, the Plan
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Northbrook, State of
Illinois or September 16, 1996.


                                            TRANS LEASING INTERNATIONAL, INC.
                                             SAVINGS PLAN

 
                                            By:/s/ Richard Grossman
                                               ---------------------------------
                                                   Richard Grossman
                                                   Plan Administrator
 


                                       7
<PAGE>
 
                               INDEX TO EXHIBITS

     EXHIBIT                                                            PAGE NO.
     -------                                                            --------

     4.1(a)*   Restated Certificate of Incorporation....................

     4.1(b)*   Certificate of Amendment to Restated Certificate of
               Incorporation Incorporation, dated December 12, 1986.....

     4.2(a)*   Bylaws...................................................

     4.2(b)*   Amendment to the Bylaws, dated April 27, 1988............

     4.3*      Specimen form of the Company's Common Stock Certificate..

     5.1**     Opinion and Consent of Oppenheimer Wolff & Donnelly......

     5.2**     Internal Revenue Service Determination Letter for the
               Savings Plan (As Amended and Restated Effective as of
               July 1, 1994)............................................

     23.1      Consent of Oppenheimer Wolff & Donnelly (included in
               Exhibit 5.1).............................................

     23.2**    Consent of Deloitte & Touche LLP.........................

     24.1      Power of Attorney (included on page 6 of this
               Registration Statement)..................................

     99.1**    Trans Leasing International, Inc. Savings Plan (As
               Amended and Restated Effective as of July 1, 1994).......

     99.2**    First Amendment to Trans Leasing International, Inc.
               Savings Plan (As Amended and Restated Effective as of
               July 1, 1994), as amended effective as of October 1,
               1995.....................................................

     _____________

     *   Incorporated by reference to the exhibits to the Company's Registration
         Statement on Form S-1, as amended (File No. 33-50228).

     **  Filed herewith.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20939}]
{"company-data": {"conformed-name": "TRANS LEASING INTERNATIONAL INC", "cik": "0000789577", "assigned-sic": "6172", "irs-number": "362747735", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-12291", "film-number": "96632069"}, "business-address": {"street1": "3000 DUNDEE RD", "city": "NORTHBROOK", "state": "IL", "zip": "60062", "phone": "7082721000"}, "mail-address": {"street1": "3000 DUNDEE ROAD", "city": "NORTHBROOK", "state": "IL", "zip": "60062"}}
As filed with the Securities and Exchange Commission on September 19, 1996
                                                        Registration No. 333-
- -----------------------------------------------------------------------------

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                            ______________________

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                             _____________________

                       TRANS LEASING INTERNATIONAL, INC.
            (Exact name of registrant as specified in its charter)

                  DELAWARE                            36-2747735
          (State or other jurisdiction             (I.R.S. Employer
        of incorporation or organization)         Identification No.)

               3000 DUNDEE ROAD                          60062
             NORTHBROOK, ILLINOIS                      (Zip Code)
     (Address of Principal Executive Offices)

                  ___________________________________________

                TRANS LEASING INTERNATIONAL, INC. SAVINGS PLAN
                           (Full title of the plan)
                  ___________________________________________
                                        
        RICHARD GROSSMAN                            (847) 272-1000
PRESIDENT AND CHIEF EXECUTIVE OFFICER        (Telephone number, including
        3000 DUNDEE ROAD                      area code, of agent for service)
     NORTHBROOK, ILLINOIS 60062
(Name and address of agent for service)

                 ____________________________________________

       APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
          IMMEDIATELY UPON THE FILING OF THIS REGISTRATION STATEMENT
                 _____________________________________________
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                               PROPOSED MAXIMUM         PROPOSED MAXIMUM
 TITLE OF SECURITIES TO BE   AMOUNT TO BE     OFFERING PRICE PER       AGGREGATE OFFERING      AMOUNT OF REGISTRATION
       REGISTERED            REGISTERED(1)         SHARE(2)                 PRICE(2)                  FEE
- ------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value
 $.01 per share              30,000 shares        $3.53125                $105,937.50               $36.54
====================================================================================================================================
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, as
    amended (the "Act"), this Registration Statement also covers an
    indeterminate number of additional shares as may be issuable as a result of
    anti-dilution provisions of, and such indeterminate amount of interests to
    be offered or sold pursuant to, the employee benefit plan described herein.
(2) Estimated solely for the purpose of calculating the amount of the
    registration fee pursuant to Rule 457(h) under the Act, based upon the
    average high and low bid price of the registrant's Common Stock on September
    13, 1996, as reported by the Nasdaq National Market.
================================================================================
PART II
                             INFORMATION REQUIRED
                         IN THE REGISTRATION STATEMENT

     ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

              The following documents filed with the Securities and Exchange
     Commission (the "Commission") are incorporated by reference in this
     Registration Statement: (1) the Company's Annual Report on Form 10-K for
     the year ended June 30, 1995 (File No. 0-15167); (2) the Company's
     Quarterly Reports on Form 10-Q for the quarters ended September 30, 1995,
     December 31, 1995 and March 31, 1996 (File No. 0-15167); (3) all other
     reports filed by the Company pursuant to Sections 13 or 15(d) of the
     Securities Exchange Act of 1934, as amended (the "Exchange Act") since June
     30, 1995; and (4) the description of the Company's Common Stock contained
     in its Registration Statement on Form 8-A and any amendments or reports
     filed for the purpose of updating such description.

              All documents filed by the Company and the Trans Leasing
     International, Inc. Savings Plan (As Amended and Restated Effective as of
     July 1, 1994), as amended effective as of October 1, 1995 (the "Plan"),
     with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
     Exchange Act after the date of this Registration Statement and prior to the
     filing of a post-effective amendment which indicates that all shares of
     Common Stock offered pursuant to this Registration Statement have been sold
     or that deregisters all shares of Common Stock then remaining unsold, shall
     be deemed to be incorporated by reference in this Registration Statement
     and to be a part hereof from the date of filing of such documents.

              The financial statements of the Company and the Plan incorporated
     by reference in this Registration Statement have been audited by Deloitte &
     Touche LLP, independent accountants, for the periods indicated in their
     reports thereon, which are incorporated by reference or included in the
     Annual Report on Form 10-K for the year ended June 30, 1995. The
     consolidated financial statements audited by Deloitte & Touche LLP have
     been incorporated herein by reference in reliance on their report given on
     their authority as experts in accounting and auditing. To the extent that
     Deloitte & Touche LLP audits and reports on the financial statements and
     any financial statement schedules of the Company issued at future dates,
     and consents to the use of their reports thereon, such financial statements
     and schedules also will be incorporated by reference in this Registration
     Statement in reliance upon their reports and said authority.

     ITEM 4.  DESCRIPTION OF SECURITIES.

              Not applicable - the Company's Common Stock to be offered pursuant
     to this Registration Statement has been registered under Section 12 of the
     Exchange Act as described in Item 3 of this Part II.

     ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

              Not applicable.

     ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

              Delaware law and Article Ninth of the Company's Restated
     Certificate of Incorporation, as amended, provide that the Company shall,
     under certain circumstances and subject to certain limitations, indemnify
     any person made or threatened to be made a party to a proceeding by reason
     of that person's former or present official capacity with the Company
     against judgments, penalties, fines, settlements and reasonable expenses.
     Any such person is also entitled, subject to certain limitations, to
     payment or reimbursement of reasonable expenses in advance of the final
     disposition of the proceeding.

                                       2
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

              No securities are to be reoffered or resold pursuant to this
              Registration Statement.

     ITEM 8.  EXHIBITS.

          4.1(a)*     Restated Certificate of Incorporation.

          4.1(b)*     Certificate of Amendment to Restated Certificate of
                      Incorporation, dated December 12, 1986.

          4.2(a)*     Bylaws.

          4.2(b)*     Amendment to the Bylaws, dated April 27, 1988.

          4.3*        Specimen form of the Company's Common Stock certificate.

          5.1**       Opinion and Consent of Oppenheimer Wolff & Donnelly.

          5.2**       Internal Revenue Service Determination Letter for the
                      Savings Plan
                      (As Amended and Restated Effective as of July 1, 1994).

          23.1        Consent of Oppenheimer Wolff & Donnelly (included in
                      Exhibit 5.1).

          23.2**      Consent of Deloitte & Touche LLP.

          24.1        Power of Attorney (included on page 6 of this Registration
                      Statement).

          99.1**      Trans Leasing International, Inc. Savings Plan (As Amended
                      and Restated Effective as of July 1, 1994).

          99.2**      First Amendment to Trans Leasing International, Inc.
                      Savings Plan (As Amended and Restated Effective as of 
                      July 1, 1994), as amended effective as of October 1, 1995.
 
     *    Incorporated by reference to the exhibits to the Company's
          Registration Statement on Form S-1, as amended (File No. 33-50228).

     **   Filed herewith.

          In connection with Exhibit 5.2, the registrant will also submit the
     Plan to the Internal Revenue Service ("IRS") in a timely manner and will
     make all changes required by the IRS in order to qualify the Plan.

                                       3
ITEM 9.   UNDERTAKINGS.

          (a) The undersigned registrant hereby undertakes:

              (1)   To file, during any period in which offers or sales are
                    being made, a post-effective amendment to this registration
                    statement:

                    (i)  To include any prospectus required by Section 10(a)(3)
                         of the Securities Act of 1933;

                    (ii) To reflect in the prospectus any facts or events
                         arising after the effective date of the registration
                         statement (or the most recent post-effective amendment
                         thereof) which, individually or in the aggregate,
                         represents a fundamental change in the information set
                         forth in the registration statement. Notwithstanding
                         the foregoing, any increase or decrease in volume of
                         securities offered (if the total dollar value of
                         securities offered would not exceed that which was
                         registered) and any deviation from the low or high end
                         of the estimated maximum offering range may be
                         reflected in the form of prospectus filed with the
                         Commission pursuant to Rule 424(b) if, in the
                         aggregate, the changes in volume and price represent no
                         more than a 20% change in the maximum aggregate
                         offering price set forth in the "Calculation of
                         Registration Fee" table in the effective registration
                         statement;

                   (iii) To include any material information with respect to the
                         plan of distribution not previously disclosed in the
                         registration statement or any material change to such
                         information in the registration statement.

                         Provided, however, that paragraphs (a)(1)(i) and
                         (a)(1)(ii) do not apply if the information required to
                         be included in a post-effective amendment by those
                         paragraphs is contained in periodic reports filed by
                         the registrant pursuant to Section 13 or Section 15(d)
                         of the Securities Exchange Act of 1934 that are
                         incorporated by reference in the registration
                         statement.

              (2)   That, for the purpose of determining any liability under the
                    Securities Act of 1933, 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 registrant hereby undertakes that, for purposes of
              determining any liability under the Securities Act of 1933, each
              filing of the registrant's annual report pursuant to Section 13(a)
              or Section 15(d) of the Securities Exchange Act of 1934 (and,
              where applicable, each filing of an employee benefit plan's annual
              report pursuant to Section 15(d) of the Securities Exchange Act of
              1934) that is incorporated by reference in the 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 of 1933 may be permitted to directors, officers and
              controlling persons of the registrant pursuant to the foregoing
              provisions, or otherwise, the registrant has been advised that in
              the opinion of the Securities and

                                       4
Exchange Commission such indemnification is against public policy
              as expressed in the Act and is, therefore, unenforceable. In the
              event that a claim for indemnification against such liabilities
              (other than the payment by the registrant of expenses incurred or
              paid by a director, officer or controlling person of the
              registrant 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
              registrant 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 Act and will be
              governed by the final adjudication of such issue.

                                       5
SIGNATURES

          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 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 Northbrook, State of Illinois, on September 16, 1996.

                                     TRANS LEASING INTERNATIONAL, INC.
 
 
                                     By:/s/Richard Grossman
                                        ---------------------------------------
                                           Richard Grossman
                                           President and Chief Executive Officer

                               POWER OF ATTORNEY

          KNOW ALL BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard Grossman and Norman Smagley, and each of
them, as his true and lawful attorney-in-fact and agent, with full powers 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
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
requisite or 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 that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

          Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on September 16,
1996 in the capacities indicated.

         SIGNATURE                                  TITLE
         ---------                                  -----
 
/s/ Richard Grossman         President, Chief Executive Officer and
- ---------------------------  Chairman of the Board (Principal Executive Officer)
Richard Grossman
 
/s/ Norman Smagley           Vice President, Finance and Chief Financial Officer
- ---------------------------  (Principal Financial and Accounting Officer)
Norman Smagley                    
 
/s/ Clifford V. Brokaw, III  Director
- ---------------------------
Clifford V. Brokaw, III
 
/s/ Larry S. Grossman        Director
- ---------------------------
Larry S. Grossman
 
/s/ Michael J. Heyman        Director
- ---------------------------
Michael J. Heyman
 
/s/ Mark C. Matthews         Director
- ---------------------------
Mark C. Matthews
 
- ---------------------------  Director
John S. Stodder

                                       6
Pursuant to the requirements of the Securities Act of 1933, the Plan
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Northbrook, State of
Illinois or September 16, 1996.

                                            TRANS LEASING INTERNATIONAL, INC.
                                             SAVINGS PLAN

 
                                            By:/s/ Richard Grossman
                                               ---------------------------------
                                                   Richard Grossman
                                                   Plan Administrator
 

                                       7
INDEX TO EXHIBITS

     EXHIBIT                                                            PAGE NO.
     -------                                                            --------

     4.1(a)*   Restated Certificate of Incorporation....................

     4.1(b)*   Certificate of Amendment to Restated Certificate of
               Incorporation Incorporation, dated December 12, 1986.....

     4.2(a)*   Bylaws...................................................

     4.2(b)*   Amendment to the Bylaws, dated April 27, 1988............

     4.3*      Specimen form of the Company's Common Stock Certificate..

     5.1**     Opinion and Consent of Oppenheimer Wolff & Donnelly......

     5.2**     Internal Revenue Service Determination Letter for the
               Savings Plan (As Amended and Restated Effective as of
               July 1, 1994)............................................

     23.1      Consent of Oppenheimer Wolff & Donnelly (included in
               Exhibit 5.1).............................................

     23.2**    Consent of Deloitte & Touche LLP.........................

     24.1      Power of Attorney (included on page 6 of this
               Registration Statement)..................................

     99.1**    Trans Leasing International, Inc. Savings Plan (As
               Amended and Restated Effective as of July 1, 1994).......

     99.2**    First Amendment to Trans Leasing International, Inc.
               Savings Plan (As Amended and Restated Effective as of
               July 1, 1994), as amended effective as of October 1,
               1995.....................................................

     _____________

     *   Incorporated by reference to the exhibits to the Company's Registration
         Statement on Form S-1, as amended (File No. 33-50228).

     **  Filed herewith.