<PAGE>

               As filed with the Commission on February 28, 2000
                                                   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       60661
                                        -----
           Chicago, Illinois            (zip code)
           -----------------
(Address of principal executive offices)

          Heller Financial, Inc. Executive Deferred Compensation 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>
------------------------------------------------------------------------------------------------------------------------------------
Title of securities                        Amount to be   Proposed maximum offering   Proposed maximum aggregate   Amount of
to be registered                           registered     price per share             offering price               registration fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>            <C>                         <C>                          <C>
Heller Financial, Inc. Executive Deferred  $50,000,000           100%                        $50,000,000                $13,200(1)
Compensation Plan Obligations (2)........
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

<TABLE>
------------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>                       <C>                     <C>                       <C>
Class A Common Stock, $.25 par value        500,000 shares(3)         $18 11/16               $9,343,750(4)             $2,466.75(4)
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

    ____________________________________________________________________________
(1)       Estimated solely for purposes of calculating the registration fee
          pursuant to Rule 457(h).
(2)       The Obligations are unsecured obligations of Heller Financial, Inc. to
          pay deferred compensation in the future in accordance with the Heller
          Financial, Inc. Executive Deferred Compensation Plan (the "Plan").
(3)       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 Plan.
(4)       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 February 22, 2000, which was $18 11/16.

                                      -2-
<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, 1999;

     (b)  The Company's Current Reports on Form 8-K filed with the Commission on
          January 20 and January 21, 2000; and

     (c)  The description of the Company's Class A Common Stock, $.25 par value
          per share, contained in the "Description of the Securities We May
          Offer" section of the Company's registration statement on Form S-3,
          file no 333-84725, filed with the Commission on August 6, 1999,
          including any subsequent amendments thereto or any report or other
          filing with the Commission 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

                                      -3-
<PAGE>

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

     Under the Heller Financial, Inc. Executive Deferred Compensation Plan (the
"Plan"), the Company provides eligible employees the opportunity to defer a
portion of their current cash compensation. Certain highly compensated employees
of the Company and other Executives identified by the Compensation Committee of
the Board of Directors of the Company (the "Committee") are eligible to
participate in the Plan. The compensation deferred by eligible employees who
elect to participate in the Plan ("Participant") is referred to herein as
"Obligations." The Company herein registers $50,000,000 of Obligations and
500,000 shares of Class A Common Stock, $.25 par value (the "Common Stock").

     Compensation is deferred by each Participant, in accordance with the Plan,
pursuant to an irrevocable election made by the Participant. The Company
accounts for deferred compensation by establishing bookkeeping accounts for each
Participant ("Deferral Accounts"). Each Deferral Account shall be credited
monthly with income and gains and charged with losses, expenses and
distributions equal to the amount by which the Deferral Account would have been
credited or charged had the Deferral Account been actually invested in the
Participant's investment election. Each Participant may currently elect to have
his Deferral Account mirror one or more of the following investment vehicles:
(1) a Money Market Fund, (2) an Intermediate Term Bond Fund, (3) a High Yield
Bond Fund, (4) a Domestic Hybrid Fund (stocks and bonds), (5) two Large Value
Funds, (6) two Large Growth Funds, (7) a Large Blend Fund (value and growth
stocks), (8) an Index Fund, (9) a Mid-Cap Growth Fund, (10) a Small Value Fund,
(11) a Small Growth Fund, (12) a World Stock Fund, (13) a Foreign Stock Fund,
and (14) the Common Stock. Additional investment vehicles may be designated and
existing investment vehicles may be terminated from time to time.

     Obligations to Participants are paid in cash on the date established in
accordance with the Participant's deferral election ("Distribution Date"),
except that Obligations mirroring the Common Stock are settled in Common Stock.
Participants may choose among the following Distribution Dates: (1) a specified
date no earlier than January 1 immediately following the third anniversary of
the Participant's initial deferral election, (2) the date of Participant's
termination of employment (or a specified date thereafter) or (3) the earlier of
(1) or (2). A Participant may make a one-time election to extend the
Participant's Distribution Date. Obligations will be paid in a lump sum or in
installments according to each Participant's election. If a Participant becomes
disabled (as defined within the Plan) payment of benefits due such Participant
shall commence as soon as administratively feasible and in accordance to the
payment election specified on the Participant's deferral election.

     Obligations are unsecured general obligations of the Company to pay the
deferred compensation in the future in accordance with the terms of the Plan.
The Company is not required to fund or otherwise segregate assets to be used for
the payment of Obligations. Notwithstanding the foregoing, the Company may
establish one or more grantor trusts ("Trusts") to hold assets to be used for
payment of Obligations. However, assets of

                                      -4-
<PAGE>

any Trusts shall remain the assets of the Company subject to the claims of its
general creditors. Obligations will rank without preference with other unsecured
and unsubordinated indebtedness of the Company from time to time outstanding and
are, therefore, subject to the risks of the Company's insolvency. Obligations,
under the terms of the Plan, do not benefit from any affirmative or negative
pledge or covenant from the Company.

     A Participant's rights to any amounts credited to his accounts may not be
alienated, sold, transferred, assigned, pledged, attached or otherwise
encumbered by the Participant and may only pass upon the Participant's death
pursuant to the terms of the Plan, pursuant to a beneficiary designation made by
a Participant in accordance with the terms of the Plan or pursuant to the laws
of inheritance. Obligations are not subject to early redemption, in whole or in
part, except as specified in the Plan. Obligations are not convertible into any
other security of the Company. The Company reserves the right to modify, amend
or terminate the Plan; provided, however, that any such action shall not
adversely affect the amount that any Participant is entitled to receive.

Item 5. Interests of Named Experts and Counsel

     Certain matters with respect to the Obligations and the Common Stock being
registered hereunder are being passed upon by Mark J. Ohringer, Esq., whose
opinion is filed as Exhibit 5.1 to this Registration Statement. Mr. Ohringer is
Deputy General Counsel of the Company and participates in the Plan.

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.

                                      -5-
<PAGE>

     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 has 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 Commission 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.

                                      -6-
<PAGE>

          (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 Commission 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.

                                      -7-
<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 28th day of February, 2000.

                                                   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,      February 28, 2000
     --------------------------    Chief Executive Officer
     Richard J. Almeida            (Principal Executive
                                   Officer) and Director


     /s/ Frederick E. Wolfert      President, Chief Operating
     --------------------------    Officer and Director        February 28, 2000
     Frederick E. Wolfert


                                      -8-
<PAGE>

     /s/ Lawrence G. Hund          Executive Vice President
     --------------------------    and Controller (Principal   February 28, 2000
     Lawrence G. Hund              Accounting Officer)

     /s/ Lauralee E. Martin        Executive Vice President
     --------------------------    and Chief Financial         February 28, 2000
     Lauralee E. Martin            Officer

     /s/ Masahiro Sawada           Executive Vice President    February 28, 2000
     --------------------------    and Director
     Masahiro Sawada

     /s/ Takaaki Kato              Senior Vice President       February 28, 2000
     --------------------------    and Director
     Takaaki Kato

     /s/ Kenichiro Tanaka          Director                    February 28, 2000
     --------------------------
     Kenichiro Tanaka

     /s/ Dennis P. Lockhart        Director                    February 28, 2000
     --------------------------
     Dennis P. Lockhart

     /s/ Soichi Hirabayashi        Director                    February 28, 2000
     --------------------------
     Soichi Hirabayashi

     /s/ Takashi Makimoto          Director                    February 28, 2000
     --------------------------
     Takashi Makimoto

     /s/ Tetsuo Kumon              Director                    February 28, 2000
     --------------------------
     Tetsuo Kumon

     /s/ Mark Kessel               Director                    February 28, 2000
     --------------------------
     Mark Kessel

     /s/ Michael A. Conway         Director                    February 28, 2000
     --------------------------
     Michael A. Conway

     /s/ Frank S. Ptak             Director                    February 28, 2000
     --------------------------
     Frank S. Ptak


                                      -9-
<PAGE>

                                 EXHIBIT INDEX
                                 -------------


     Exhibit
     Number                               Description
     ------                               -----------

     4.1            Heller Financial, Inc. Executive Deferred Compensation Plan
                    (As Conformed through the Second Amendment, as of January 1,
                    2000)

     4.2            Amended and Restated Certificate of Incorporation of the
                    Company (incorporated herein by reference to Exhibit 3.1 of
                    the Company's quarterly report on Form 10-Q for the period
                    ended March 31, 1998, file no. 1-6157)

     4.3            Amended and Restated By-Laws of the Company (incorporated
                    herein by reference to Exhibit 3.2 of the Company's
                    quarterly report on Form 10-Q for the period ended March 31,
                    1998, file no. 1-6157)

     4.4            The description of the Company's Class A Common Stock, $.25
                    par value per share (incorporated herein by reference to the
                    description thereof contained in the "Description of the
                    Securities We May Offer" section of the Company's
                    registration statement on Form S-3, file no. 333-84725,
                    filed with the Commission on August 6, 1999)

     4.5            Specimen stock certificate representing Class A Common Stock
                    (incorporated herein by reference to Exhibit 4 of the
                    Company's registration statement on Form S-2, file no.
                    333-46915, filed with the Commission on February 26, 1998)

     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 the opinion
                    filed as Exhibit 5.1)

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

                                      -10-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 25885}]
{"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": "333-31246", "film-number": "555494"}, "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 February 28, 2000
                                                   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       60661
                                        -----
           Chicago, Illinois            (zip code)
           -----------------
(Address of principal executive offices)

          Heller Financial, Inc. Executive Deferred Compensation 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
------------------------------------------------------------------------------------------------------------------------------------
Title of securities                        Amount to be   Proposed maximum offering   Proposed maximum aggregate   Amount of
to be registered                           registered     price per share             offering price               registration fee
------------------------------------------------------------------------------------------------------------------------------------
Heller Financial, Inc. Executive Deferred  $50,000,000           100%                        $50,000,000                $13,200(1)
Compensation Plan Obligations (2)........
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Class A Common Stock, $.25 par value        500,000 shares(3)         $18 11/16               $9,343,750(4)             $2,466.75(4)
------------------------------------------------------------------------------------------------------------------------------------
____________________________________________________________________________
(1)       Estimated solely for purposes of calculating the registration fee
          pursuant to Rule 457(h).
(2)       The Obligations are unsecured obligations of Heller Financial, Inc. to
          pay deferred compensation in the future in accordance with the Heller
          Financial, Inc. Executive Deferred Compensation Plan (the "Plan").
(3)       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 Plan.
(4)       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 February 22, 2000, which was $18 11/16.

                                      -2-
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, 1999;

     (b)  The Company's Current Reports on Form 8-K filed with the Commission on
          January 20 and January 21, 2000; and

     (c)  The description of the Company's Class A Common Stock, $.25 par value
          per share, contained in the "Description of the Securities We May
          Offer" section of the Company's registration statement on Form S-3,
          file no 333-84725, filed with the Commission on August 6, 1999,
          including any subsequent amendments thereto or any report or other
          filing with the Commission 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

                                      -3-
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

     Under the Heller Financial, Inc. Executive Deferred Compensation Plan (the
"Plan"), the Company provides eligible employees the opportunity to defer a
portion of their current cash compensation. Certain highly compensated employees
of the Company and other Executives identified by the Compensation Committee of
the Board of Directors of the Company (the "Committee") are eligible to
participate in the Plan. The compensation deferred by eligible employees who
elect to participate in the Plan ("Participant") is referred to herein as
"Obligations." The Company herein registers $50,000,000 of Obligations and
500,000 shares of Class A Common Stock, $.25 par value (the "Common Stock").

     Compensation is deferred by each Participant, in accordance with the Plan,
pursuant to an irrevocable election made by the Participant. The Company
accounts for deferred compensation by establishing bookkeeping accounts for each
Participant ("Deferral Accounts"). Each Deferral Account shall be credited
monthly with income and gains and charged with losses, expenses and
distributions equal to the amount by which the Deferral Account would have been
credited or charged had the Deferral Account been actually invested in the
Participant's investment election. Each Participant may currently elect to have
his Deferral Account mirror one or more of the following investment vehicles:
(1) a Money Market Fund, (2) an Intermediate Term Bond Fund, (3) a High Yield
Bond Fund, (4) a Domestic Hybrid Fund (stocks and bonds), (5) two Large Value
Funds, (6) two Large Growth Funds, (7) a Large Blend Fund (value and growth
stocks), (8) an Index Fund, (9) a Mid-Cap Growth Fund, (10) a Small Value Fund,
(11) a Small Growth Fund, (12) a World Stock Fund, (13) a Foreign Stock Fund,
and (14) the Common Stock. Additional investment vehicles may be designated and
existing investment vehicles may be terminated from time to time.

     Obligations to Participants are paid in cash on the date established in
accordance with the Participant's deferral election ("Distribution Date"),
except that Obligations mirroring the Common Stock are settled in Common Stock.
Participants may choose among the following Distribution Dates: (1) a specified
date no earlier than January 1 immediately following the third anniversary of
the Participant's initial deferral election, (2) the date of Participant's
termination of employment (or a specified date thereafter) or (3) the earlier of
(1) or (2). A Participant may make a one-time election to extend the
Participant's Distribution Date. Obligations will be paid in a lump sum or in
installments according to each Participant's election. If a Participant becomes
disabled (as defined within the Plan) payment of benefits due such Participant
shall commence as soon as administratively feasible and in accordance to the
payment election specified on the Participant's deferral election.

     Obligations are unsecured general obligations of the Company to pay the
deferred compensation in the future in accordance with the terms of the Plan.
The Company is not required to fund or otherwise segregate assets to be used for
the payment of Obligations. Notwithstanding the foregoing, the Company may
establish one or more grantor trusts ("Trusts") to hold assets to be used for
payment of Obligations. However, assets of

                                      -4-
any Trusts shall remain the assets of the Company subject to the claims of its
general creditors. Obligations will rank without preference with other unsecured
and unsubordinated indebtedness of the Company from time to time outstanding and
are, therefore, subject to the risks of the Company's insolvency. Obligations,
under the terms of the Plan, do not benefit from any affirmative or negative
pledge or covenant from the Company.

     A Participant's rights to any amounts credited to his accounts may not be
alienated, sold, transferred, assigned, pledged, attached or otherwise
encumbered by the Participant and may only pass upon the Participant's death
pursuant to the terms of the Plan, pursuant to a beneficiary designation made by
a Participant in accordance with the terms of the Plan or pursuant to the laws
of inheritance. Obligations are not subject to early redemption, in whole or in
part, except as specified in the Plan. Obligations are not convertible into any
other security of the Company. The Company reserves the right to modify, amend
or terminate the Plan; provided, however, that any such action shall not
adversely affect the amount that any Participant is entitled to receive.

Item 5. Interests of Named Experts and Counsel

     Certain matters with respect to the Obligations and the Common Stock being
registered hereunder are being passed upon by Mark J. Ohringer, Esq., whose
opinion is filed as Exhibit 5.1 to this Registration Statement. Mr. Ohringer is
Deputy General Counsel of the Company and participates in the Plan.

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.

                                      -5-
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 has 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 Commission 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.

                                      -6-
(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 Commission 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.

                                      -7-
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 28th day of February, 2000.

                                                   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,      February 28, 2000
     --------------------------    Chief Executive Officer
     Richard J. Almeida            (Principal Executive
                                   Officer) and Director

     /s/ Frederick E. Wolfert      President, Chief Operating
     --------------------------    Officer and Director        February 28, 2000
     Frederick E. Wolfert

                                      -8-
/s/ Lawrence G. Hund          Executive Vice President
     --------------------------    and Controller (Principal   February 28, 2000
     Lawrence G. Hund              Accounting Officer)

     /s/ Lauralee E. Martin        Executive Vice President
     --------------------------    and Chief Financial         February 28, 2000
     Lauralee E. Martin            Officer

     /s/ Masahiro Sawada           Executive Vice President    February 28, 2000
     --------------------------    and Director
     Masahiro Sawada

     /s/ Takaaki Kato              Senior Vice President       February 28, 2000
     --------------------------    and Director
     Takaaki Kato

     /s/ Kenichiro Tanaka          Director                    February 28, 2000
     --------------------------
     Kenichiro Tanaka

     /s/ Dennis P. Lockhart        Director                    February 28, 2000
     --------------------------
     Dennis P. Lockhart

     /s/ Soichi Hirabayashi        Director                    February 28, 2000
     --------------------------
     Soichi Hirabayashi

     /s/ Takashi Makimoto          Director                    February 28, 2000
     --------------------------
     Takashi Makimoto

     /s/ Tetsuo Kumon              Director                    February 28, 2000
     --------------------------
     Tetsuo Kumon

     /s/ Mark Kessel               Director                    February 28, 2000
     --------------------------
     Mark Kessel

     /s/ Michael A. Conway         Director                    February 28, 2000
     --------------------------
     Michael A. Conway

     /s/ Frank S. Ptak             Director                    February 28, 2000
     --------------------------
     Frank S. Ptak

                                      -9-
EXHIBIT INDEX
                                 -------------

     Exhibit
     Number                               Description
     ------                               -----------

     4.1            Heller Financial, Inc. Executive Deferred Compensation Plan
                    (As Conformed through the Second Amendment, as of January 1,
                    2000)

     4.2            Amended and Restated Certificate of Incorporation of the
                    Company (incorporated herein by reference to Exhibit 3.1 of
                    the Company's quarterly report on Form 10-Q for the period
                    ended March 31, 1998, file no. 1-6157)

     4.3            Amended and Restated By-Laws of the Company (incorporated
                    herein by reference to Exhibit 3.2 of the Company's
                    quarterly report on Form 10-Q for the period ended March 31,
                    1998, file no. 1-6157)

     4.4            The description of the Company's Class A Common Stock, $.25
                    par value per share (incorporated herein by reference to the
                    description thereof contained in the "Description of the
                    Securities We May Offer" section of the Company's
                    registration statement on Form S-3, file no. 333-84725,
                    filed with the Commission on August 6, 1999)

     4.5            Specimen stock certificate representing Class A Common Stock
                    (incorporated herein by reference to Exhibit 4 of the
                    Company's registration statement on Form S-2, file no.
                    333-46915, filed with the Commission on February 26, 1998)

     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 the opinion
                    filed as Exhibit 5.1)

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

                                      -10-