As filed with the Commission on May 23, 1997 File No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                   ----------
                                XTRA CORPORATION
               (Exact name of issuer as specified in its charter)

       Delaware                                             06-0954158
-------------------------------                        ------------------
(State or other jurisdiction of                         (IRS Employer
incorporation or organization)                         Identification No.)

                                c/o X-L-CO., Inc.
                                 60 State Street
                           Boston, Massachusetts 02109
             -------------------------------------------------------
          (Address of principal executive offices, including zip code)

                                XTRA CORPORATION
                             1991 STOCK OPTION PLAN
                           FOR NON-EMPLOYEE DIRECTORS
                           ---------------------------
                            (Full title of the plan)

                                James R. Lajoie,
                  Vice President, General Counsel and Secretary
                                XTRA Corporation
                                c/o X-L-CO., Inc.
                                 60 State Street
                                Boston, MA 02109
                                 (617) 367-7874
              -----------------------------------------------------
            (Name, address and telephone number of agent for service)

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE


<S>                       <C>                   <C>                    <C>                   <C>     

Title of                   Amount                Proposed               Proposed               Amount of
Securities                 to be                 maximum                maximum                registration
to be                      registered            offering               aggregate              fee(2)
registered                                       price per              offering
                                                 share(1)               price(1)
Common Stock               50,000(3)             43.66                  $2,183,000             661.50
par value, $.50
</TABLE>

(1)     Represents the weighted average price of shares registered hereunder 
        determined as follows:

        The offering  price for shares  subject to options on the date hereof is
        the actual  exercise  price of such  options.  Of the  50,000  shares of
        Common  Stock,  par value $.50 per share,  to be  registered  hereunder,
        12,500  shares are  subject to options at an average  exercise  price of
        $42.64  per  share.  The  offering  price of  $44.00  per  share for the
        remaining  37,500  shares not  subject to options on the date hereof has
        been estimated  solely for the purpose of determining  the  registration
        fee pursuant to Rule 457(h) on the


                   Exhibit Index on Page 9                 Page 1 of 11 Pages

<PAGE>



        basis of the average of the high and low prices for the Common  Stock of
        XTRA  Corporation  reported  on the New York Stock  Exchange  on May 20,
        1995.

(2)     Registration  fee  consists of (a) $161.50  payable in respect of 12,500
        shares  subject to options  at an average  exercise  price of $42.64 per
        share on the date  hereof  and (b) $500  payable  in  respect  of 37,500
        shares not yet  subject to options  on the date  hereof,  calculated  as
        described in footnote 1 above.

(3)     Plus such  indeterminate  number of additional shares of Common Stock as
        may be required in the event of a stock dividend, reverse stock split or
        combination of shares, recapitalization or other change in the Company's
        capital stock.



                                       -2-

<PAGE>



Item 3.  Incorporation of Documents by Reference.
         ----------------------------------------

         XTRA   Corporation   (the   "Registrant"   or  the  "Company")   hereby
incorporates the following documents herein by reference:

         (a) The  Registrant's  Annual  Report on Form 10-K for the fiscal  year
ended September 30, 1996, filed pursuant to the Securities  Exchange Act of 1934
(the "1934 Act").

         (b) The  Registrant's  Quarterly  Reports  on Form 10-Q for the  fiscal
quarters ended December 31, 1996 and March 31, 1997.

         (c) The Registrant's  Current Reports on Form 8-K dated January 24, and
May 5, 1997.

         (d) The  description  of the Company's  Common  Stock,  $.50 par value,
contained in the Company's  Registration  Statement on Form 10 in respect of the
Company's Common Stock, filed pursuant to Section 12 of the Securities  Exchange
Act of 1934.

All documents  subsequently  filed by the Registrant  pursuant to Section 13(a),
Section 13(c), Section 14 and Section 15 of the Exchange Act prior to the filing
of a post-effective amendment to this registration statement that indicates that
all securities  offered have been sold or which  deregisters all securities then
remaining unsold, shall be deemed incorporated herein by reference from the date
of filing of such documents.

Item 6.   Indemnification of Directors and Officers.
          ------------------------------------------

         The General  Corporation  Law of the State of  Delaware,  in which XTRA
Corporation is incorporated,  gives a corporation  power to indemnify any of its
officers or directors  against certain expenses,  judgments,  fines, and amounts
paid in settlement in connection  with certain  actions,  suits or  proceedings,
provided  generally,  that such  person  acted in good  faith and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation  and,  with respect to any  criminal  action or  proceeding,  had no
reasonable cause to believe his conduct was unlawful. In addition,  the statutes
of Delaware contain  provisions to the general effect that any director shall in
the  performance of his duties be fully  protected in relying in good faith upon
the books of account or records of the corporation or statements prepared by any
official of the corporation.

         The  Certificate  of  Incorporation  of XTRA  Corporation  includes the
following provision:

         This  corporation  shall, to the maximum extent  permitted from time to
time under the law of the State of Delaware,  indemnify  and upon request  shall
advance expenses to any person who is or was a party or is threatened to be made
a party to any  threatened,  pending or completed  action,  suit,  proceeding or
claim, whether civil,  criminal,  administrative or investigative,  by reason of
the fact that he is or was or has  agreed to be a  director  or  officer of this
corporation  or while a director  or officer is or was serving at the request of
this corporation as a director,  officer, partner, trustee, employee or agent of
any corporation,


                                       -3-

<PAGE>



partnership,  joint venture,  trust or other enterprise,  including service with
respect to employee benefit plans,  against expenses (including  attorney's fees
and  expenses),  judgments,  fines,  penalties  and amounts  paid in  settlement
incurred in connection with the investigation,  preparation to defend or defense
of such  action,  suit,  proceeding,  or  claim;  provided,  however,  that  the
foregoing shall not require this corporation to indemnify or advance expenses to
any  person  in  connection  with  any  action,  suit,   proceeding,   claim  or
counterclaim  initiated  by or on behalf of such  person.  Such  indemnification
shall not be exclusive of other indemnification rights arising under any by-law,
agreement, vote of directors or stockholders or otherwise and shall inure to the
benefit of the heirs and legal  representatives  of such  person.  Any repeal or
modification  of the foregoing  provisions of this Article 9 shall not adversely
affect  any right or  protection  of a director  or officer of this  corporation
existing at the time of such repeal or modification.

         In addition the Company maintains a directors' and officers'  liability
insurance policy.

         The Company has entered into  Indemnification  Agreements,  the form of
which was approved by the stockholders of the Company,  with certain officers of
the Company and its  subsidiaries,  including  XTRA,  Inc.  The  Indemnification
Agreements provide a number of procedures, presumptions and remedies used in the
determination of the right of the officer to indemnification.  These procedures,
presumptions and remedies substantially broaden the indemnity rights of officers
beyond that provided by Article 9 of the Company's  Certificate of Incorporation
described above. If an action against an indemnified  party is dismissed with or
without  prejudice,  the  defense  is  deemed to have  been  successful  and the
indemnification is required to be made. The  Indemnification  Agreements provide
that  expenses  must be  paid  within  twenty  days of any  request  and  that a
determination   of   entitlement   must  be  made  within   sixty  days  of  the
indemnification  request  (otherwise a determination in favor of the indemnified
party is deemed  to have been  made).  If there is a change  in  control  of the
Company (as defined in the Indemnification  Agreement), the indemnified party is
presumed to be entitled to  indemnification  (although  the Company may overcome
this  presumption),  the indemnified party may require that independent  counsel
make the  determination  of entitlement  and may choose such course,  subject to
objection by the Company on limited  grounds.  If a determination of entitlement
is made, the Company is bound, but if the indemnified  party has previously been
denied indemnification  pursuant to the terms of the Indemnification  Agreement,
he or she is entitled to seek a de novo  determination from a court. The Company
is precluded from  challenging  the validity of the procedures and  presumptions
contained  in  the  Indemnification  Agreement  in  any  court  proceeding.  The
Indemnification Agreement covers proceedings brought on or after the date of the
execution of the particular  Indemnification  Agreement,  including  proceedings
based on acts prior to the date of the particular agreement.




                                       -4-

<PAGE>



Item 8.  Exhibits.
         ---------

Exhibit                                                                Page
Number                                                                 Number

5                 Opinion of James R. Lajoie,                            10
                  General Counsel of XTRA Corporation

23.1              Consent of Independent Public Accountants              11

23.2              Consent of counsel (included in Exhibit 5)

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,  represent  a
fundamental  change in the information set forth in the registration  statement;
and (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 (ii) shall 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 herein,
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  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


                                       -5-

<PAGE>



the Securities and 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.




                                       -6-

<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  authorized  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Boston and the Commonwealth of Massachusetts, on
this 22nd day of May, 1997.

                                                     XTRA CORPORATION


                                                     By: \s\ JAMES R. LAJOIE
                                                         --------------------
                                                        JAMES R. LAJOIE,
                                                        Vice President, General
                                                         Counsel and Secretary

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.



Title:                                                          Date:


/s/ LEWIS RUBIN                                                 May 22, 1997
-------------------------------
LEWIS RUBIN,  President
and Chief Executive Officer, Director
(Principal Executive Officer)




/s/ MICHAEL J. SOJA                                              May 22, 1997
-------------------------------
MICHAEL J. SOJA,  Vice President,
 Finance and Chief Financial Officer
 (Principal Financial Officer)



/s/ ROBERT B. BLAKELEY                                           May 22, 1997
--------------------------------
ROBERT B. BLAKELEY, Vice President
and Controller (Principal Accounting Officer)



                                       -7-

<PAGE>



                                                                       Date:


/s/ H. WILLIAM BROWN                                              May 22, 1997
------------------------------
H. WILLIAM BROWN, Director


/s/ ROBERT M. GINTEL                                              May 22, 1997
------------------------------
ROBERT M. GINTEL, Director


/s/ ROBERT B. GOERGEN                                             May 22, 1997
------------------------------
ROBERT B. GOERGEN, Director


/s/ HERBERT C. KNORTZ                                             May 22, 1997
------------------------------
HERBERT C. KNORTZ, Director /


/s/ FRANCIS J. PALAMARA                                           May 22, 1997
------------------------------
FRANCIS J. PALAMARA, Director


/s/ MARTIN L. SOLOMON                                             May 22, 1997
------------------------------
MARTIN L. SOLOMON, Director




                                       -8-

<PAGE>



                                  EXHIBIT INDEX


EXHIBIT                                                              PAGE
-------

5.                Opinion of James R. Lajoie                          10

23.1              Consent of Independent Public Accountants           11

23.2              Consent of counsel (included in Exhibit 5)


                                       -9-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18411}]
{"company-data": {"conformed-name": "XTRA CORP /DE/", "cik": "0000217591", "assigned-sic": "7359", "irs-number": "060954158", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-27783", "film-number": "97613974"}, "business-address": {"street1": "60 STATE ST", "street2": "C/O X L CO INC", "city": "BOSTON", "state": "MA", "zip": "02109", "phone": "6173675000"}}
As filed with the Commission on May 23, 1997 File No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                   ----------
                                XTRA CORPORATION
               (Exact name of issuer as specified in its charter)

       Delaware                                             06-0954158
-------------------------------                        ------------------
(State or other jurisdiction of                         (IRS Employer
incorporation or organization)                         Identification No.)

                                c/o X-L-CO., Inc.
                                 60 State Street
                           Boston, Massachusetts 02109
             -------------------------------------------------------
          (Address of principal executive offices, including zip code)

                                XTRA CORPORATION
                             1991 STOCK OPTION PLAN
                           FOR NON-EMPLOYEE DIRECTORS
                           ---------------------------
                            (Full title of the plan)

                                James R. Lajoie,
                  Vice President, General Counsel and Secretary
                                XTRA Corporation
                                c/o X-L-CO., Inc.
                                 60 State Street
                                Boston, MA 02109
                                 (617) 367-7874
              -----------------------------------------------------
            (Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
Title of                   Amount                Proposed               Proposed               Amount of
Securities                 to be                 maximum                maximum                registration
to be                      registered            offering               aggregate              fee(2)
registered                                       price per              offering
                                                 share(1)               price(1)
Common Stock               50,000(3)             43.66                  $2,183,000             661.50
par value, $.50
(1)     Represents the weighted average price of shares registered hereunder 
        determined as follows:

        The offering  price for shares  subject to options on the date hereof is
        the actual  exercise  price of such  options.  Of the  50,000  shares of
        Common  Stock,  par value $.50 per share,  to be  registered  hereunder,
        12,500  shares are  subject to options at an average  exercise  price of
        $42.64  per  share.  The  offering  price of  $44.00  per  share for the
        remaining  37,500  shares not  subject to options on the date hereof has
        been estimated  solely for the purpose of determining  the  registration
        fee pursuant to Rule 457(h) on the

                   Exhibit Index on Page 9                 Page 1 of 11 Pages
basis of the average of the high and low prices for the Common  Stock of
        XTRA  Corporation  reported  on the New York Stock  Exchange  on May 20,
        1995.

(2)     Registration  fee  consists of (a) $161.50  payable in respect of 12,500
        shares  subject to options  at an average  exercise  price of $42.64 per
        share on the date  hereof  and (b) $500  payable  in  respect  of 37,500
        shares not yet  subject to options  on the date  hereof,  calculated  as
        described in footnote 1 above.

(3)     Plus such  indeterminate  number of additional shares of Common Stock as
        may be required in the event of a stock dividend, reverse stock split or
        combination of shares, recapitalization or other change in the Company's
        capital stock.

                                       -2-
Item 3.  Incorporation of Documents by Reference.
         ----------------------------------------

         XTRA   Corporation   (the   "Registrant"   or  the  "Company")   hereby
incorporates the following documents herein by reference:

         (a) The  Registrant's  Annual  Report on Form 10-K for the fiscal  year
ended September 30, 1996, filed pursuant to the Securities  Exchange Act of 1934
(the "1934 Act").

         (b) The  Registrant's  Quarterly  Reports  on Form 10-Q for the  fiscal
quarters ended December 31, 1996 and March 31, 1997.

         (c) The Registrant's  Current Reports on Form 8-K dated January 24, and
May 5, 1997.

         (d) The  description  of the Company's  Common  Stock,  $.50 par value,
contained in the Company's  Registration  Statement on Form 10 in respect of the
Company's Common Stock, filed pursuant to Section 12 of the Securities  Exchange
Act of 1934.

All documents  subsequently  filed by the Registrant  pursuant to Section 13(a),
Section 13(c), Section 14 and Section 15 of the Exchange Act prior to the filing
of a post-effective amendment to this registration statement that indicates that
all securities  offered have been sold or which  deregisters all securities then
remaining unsold, shall be deemed incorporated herein by reference from the date
of filing of such documents.

Item 6.   Indemnification of Directors and Officers.
          ------------------------------------------

         The General  Corporation  Law of the State of  Delaware,  in which XTRA
Corporation is incorporated,  gives a corporation  power to indemnify any of its
officers or directors  against certain expenses,  judgments,  fines, and amounts
paid in settlement in connection  with certain  actions,  suits or  proceedings,
provided  generally,  that such  person  acted in good  faith and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation  and,  with respect to any  criminal  action or  proceeding,  had no
reasonable cause to believe his conduct was unlawful. In addition,  the statutes
of Delaware contain  provisions to the general effect that any director shall in
the  performance of his duties be fully  protected in relying in good faith upon
the books of account or records of the corporation or statements prepared by any
official of the corporation.

         The  Certificate  of  Incorporation  of XTRA  Corporation  includes the
following provision:

         This  corporation  shall, to the maximum extent  permitted from time to
time under the law of the State of Delaware,  indemnify  and upon request  shall
advance expenses to any person who is or was a party or is threatened to be made
a party to any  threatened,  pending or completed  action,  suit,  proceeding or
claim, whether civil,  criminal,  administrative or investigative,  by reason of
the fact that he is or was or has  agreed to be a  director  or  officer of this
corporation  or while a director  or officer is or was serving at the request of
this corporation as a director,  officer, partner, trustee, employee or agent of
any corporation,

                                       -3-
partnership,  joint venture,  trust or other enterprise,  including service with
respect to employee benefit plans,  against expenses (including  attorney's fees
and  expenses),  judgments,  fines,  penalties  and amounts  paid in  settlement
incurred in connection with the investigation,  preparation to defend or defense
of such  action,  suit,  proceeding,  or  claim;  provided,  however,  that  the
foregoing shall not require this corporation to indemnify or advance expenses to
any  person  in  connection  with  any  action,  suit,   proceeding,   claim  or
counterclaim  initiated  by or on behalf of such  person.  Such  indemnification
shall not be exclusive of other indemnification rights arising under any by-law,
agreement, vote of directors or stockholders or otherwise and shall inure to the
benefit of the heirs and legal  representatives  of such  person.  Any repeal or
modification  of the foregoing  provisions of this Article 9 shall not adversely
affect  any right or  protection  of a director  or officer of this  corporation
existing at the time of such repeal or modification.

         In addition the Company maintains a directors' and officers'  liability
insurance policy.

         The Company has entered into  Indemnification  Agreements,  the form of
which was approved by the stockholders of the Company,  with certain officers of
the Company and its  subsidiaries,  including  XTRA,  Inc.  The  Indemnification
Agreements provide a number of procedures, presumptions and remedies used in the
determination of the right of the officer to indemnification.  These procedures,
presumptions and remedies substantially broaden the indemnity rights of officers
beyond that provided by Article 9 of the Company's  Certificate of Incorporation
described above. If an action against an indemnified  party is dismissed with or
without  prejudice,  the  defense  is  deemed to have  been  successful  and the
indemnification is required to be made. The  Indemnification  Agreements provide
that  expenses  must be  paid  within  twenty  days of any  request  and  that a
determination   of   entitlement   must  be  made  within   sixty  days  of  the
indemnification  request  (otherwise a determination in favor of the indemnified
party is deemed  to have been  made).  If there is a change  in  control  of the
Company (as defined in the Indemnification  Agreement), the indemnified party is
presumed to be entitled to  indemnification  (although  the Company may overcome
this  presumption),  the indemnified party may require that independent  counsel
make the  determination  of entitlement  and may choose such course,  subject to
objection by the Company on limited  grounds.  If a determination of entitlement
is made, the Company is bound, but if the indemnified  party has previously been
denied indemnification  pursuant to the terms of the Indemnification  Agreement,
he or she is entitled to seek a de novo  determination from a court. The Company
is precluded from  challenging  the validity of the procedures and  presumptions
contained  in  the  Indemnification  Agreement  in  any  court  proceeding.  The
Indemnification Agreement covers proceedings brought on or after the date of the
execution of the particular  Indemnification  Agreement,  including  proceedings
based on acts prior to the date of the particular agreement.

                                       -4-
Item 8.  Exhibits.
         ---------

Exhibit                                                                Page
Number                                                                 Number

5                 Opinion of James R. Lajoie,                            10
                  General Counsel of XTRA Corporation

23.1              Consent of Independent Public Accountants              11

23.2              Consent of counsel (included in Exhibit 5)

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,  represent  a
fundamental  change in the information set forth in the registration  statement;
and (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 (ii) shall 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 herein,
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  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

                                       -5-
the Securities and 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.

                                       -6-
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  authorized  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Boston and the Commonwealth of Massachusetts, on
this 22nd day of May, 1997.

                                                     XTRA CORPORATION

                                                     By: \s\ JAMES R. LAJOIE
                                                         --------------------
                                                        JAMES R. LAJOIE,
                                                        Vice President, General
                                                         Counsel and Secretary

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

Title:                                                          Date:

/s/ LEWIS RUBIN                                                 May 22, 1997
-------------------------------
LEWIS RUBIN,  President
and Chief Executive Officer, Director
(Principal Executive Officer)

/s/ MICHAEL J. SOJA                                              May 22, 1997
-------------------------------
MICHAEL J. SOJA,  Vice President,
 Finance and Chief Financial Officer
 (Principal Financial Officer)

/s/ ROBERT B. BLAKELEY                                           May 22, 1997
--------------------------------
ROBERT B. BLAKELEY, Vice President
and Controller (Principal Accounting Officer)

                                       -7-
Date:

/s/ H. WILLIAM BROWN                                              May 22, 1997
------------------------------
H. WILLIAM BROWN, Director

/s/ ROBERT M. GINTEL                                              May 22, 1997
------------------------------
ROBERT M. GINTEL, Director

/s/ ROBERT B. GOERGEN                                             May 22, 1997
------------------------------
ROBERT B. GOERGEN, Director

/s/ HERBERT C. KNORTZ                                             May 22, 1997
------------------------------
HERBERT C. KNORTZ, Director /

/s/ FRANCIS J. PALAMARA                                           May 22, 1997
------------------------------
FRANCIS J. PALAMARA, Director

/s/ MARTIN L. SOLOMON                                             May 22, 1997
------------------------------
MARTIN L. SOLOMON, Director

                                       -8-
EXHIBIT INDEX

EXHIBIT                                                              PAGE
-------

5.                Opinion of James R. Lajoie                          10

23.1              Consent of Independent Public Accountants           11

23.2              Consent of counsel (included in Exhibit 5)

                                       -9-