<PAGE>

    As filed with the Commission on December 6, 1999   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.)

                                XTRA Corporation
                                60 State Street
                           Boston, Massachusetts  02109
           ----------------------------------------------------------
          (Address of principal executive offices, including zip code)

                                XTRA CORPORATION
                           1997 STOCK INCENTIVE PLAN
                           -------------------------
                            (Full title of the plan)

                                Michael J. Soja
              Vice President, Finance, and Chief Financial Officer
                                XTRA Corporation
                                60 State Street
                               Boston, MA  02109
                                 (617) 367-7810
            -------------------------------------------------------
           (Name, address and telephone number of agent for service)

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
Title of                     Amount             Proposed maximum           Proposed            Amount of
Securities                   to be              offering                   maximum             registration
to be                        registered         price per                  aggregate           fee/(2)/
registered                                      share/(1)/                 offering
                                                                           price/(1)/
-----------------------------------------------------------------------------------------------------------
<S>                          <C>                <C>                        <C>                 <C>
Common Stock                 500,000/(3)/       $ 45.46                    $ 22,731,960.00     $ 6,001.24
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 500,000 shares of Common
    Stock, par value $.50 per share, to be registered hereunder, 306,500 shares
    are subject to options at an average exercise price of $47.18 per share.  In
    addition, 86,500 of the 500,000 shares of Common Stock have been issued as
    restricted stock with a value of $4,008,410.00. The offering price of $39.84
    per share for the remaining 107,000 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 basis of the average of the
    high and low prices for the

                            Exhibit Index on Page 9
<PAGE>

    Common Stock of XTRA Corporation reported on the New York Stock Exchange on
    November 30, 1999.

(2) Registration fee consists of (a) $3,817.62 payable in respect of 306,500
    shares subject to options at an average exercise price of $47.18 per share
    on the date hereof, (b) $1,058.22 payable in respect of 86,500 shares of
    restricted stock with the value of $4,008,410.00, and (c) $1,125.40
    payable in respect of 107,000 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, 1998, 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, 1998, March 31, 1999, and June 30, 1999.

     (c)  The Registrant's Current Reports on Form 8-K dated February 11, 1999,
March 22, 1999, April 30, 1999, May 7, 1999, and August 9, 1999.

     (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 Ropes & Gray                             10

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 the Securities and Exchange
Commission such indemnification is against public policy as

                                      -5-
<PAGE>

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
6th day of December, 1999.

                              XTRA CORPORATION


                              By:/s/ Michael J. Soja
                                 -----------------------------------
                                MICHAEL J. SOJA,
                                Vice President, Finance, and Chief Financial
                                    Officer

     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                                    December 6, 1999
-------------------------------------
LEWIS RUBIN,  President,
Chief Executive Officer, and Director
(Principal Executive Officer)



/s/ Michael J. Soja                                December 6, 1999
-------------------------------------
MICHAEL J. SOJA,  Vice President,
Finance and Chief Financial Officer
(Principal Financial Officer)



/s/ Thomas S. McHugh                               December 6, 1999
-------------------------------------
THOMAS S. McHUGH, Controller
(Principal Accounting Officer)

                                      -7-
<PAGE>

Title:                                        Date:


/s/ Michael D. Bills                               December 6, 1999
-------------------------------------
MICHAEL D. BILLS, Director


/s/ H. William Brown                               December 6, 1999
-------------------------------------
H. WILLIAM BROWN, Director


/s/ Michael N. Christodolou                        December 6, 1999
-------------------------------------
MICHAEL N. CHRISTODOLOU, Director


/s/ Robert B. Goergen                              December 6, 1999
-------------------------------------
ROBERT B. GOERGEN, Director


/s/ Martin L. Solomon                              December 6, 1999
-------------------------------------
MARTIN L. SOLOMON, Director

                                      -8-
<PAGE>

                                 EXHIBIT INDEX


EXHIBIT                                                      PAGE
-------                                                      ----

5.        Opinion of Ropes & Gray                             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": 18219}]
{"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": "333-92175", "film-number": "99769530"}, "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 December 6, 1999   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.)

                                XTRA Corporation
                                60 State Street
                           Boston, Massachusetts  02109
           ----------------------------------------------------------
          (Address of principal executive offices, including zip code)

                                XTRA CORPORATION
                           1997 STOCK INCENTIVE PLAN
                           -------------------------
                            (Full title of the plan)

                                Michael J. Soja
              Vice President, Finance, and Chief Financial Officer
                                XTRA Corporation
                                60 State Street
                               Boston, MA  02109
                                 (617) 367-7810
            -------------------------------------------------------
           (Name, address and telephone number of agent for service)

                        CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------
Title of                     Amount             Proposed maximum           Proposed            Amount of
Securities                   to be              offering                   maximum             registration
to be                        registered         price per                  aggregate           fee/(2)/
registered                                      share/(1)/                 offering
                                                                           price/(1)/
-----------------------------------------------------------------------------------------------------------
Common Stock                 500,000/(3)/       $ 45.46                    $ 22,731,960.00     $ 6,001.24
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 500,000 shares of Common
    Stock, par value $.50 per share, to be registered hereunder, 306,500 shares
    are subject to options at an average exercise price of $47.18 per share.  In
    addition, 86,500 of the 500,000 shares of Common Stock have been issued as
    restricted stock with a value of $4,008,410.00. The offering price of $39.84
    per share for the remaining 107,000 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 basis of the average of the
    high and low prices for the

                            Exhibit Index on Page 9
Common Stock of XTRA Corporation reported on the New York Stock Exchange on
    November 30, 1999.

(2) Registration fee consists of (a) $3,817.62 payable in respect of 306,500
    shares subject to options at an average exercise price of $47.18 per share
    on the date hereof, (b) $1,058.22 payable in respect of 86,500 shares of
    restricted stock with the value of $4,008,410.00, and (c) $1,125.40
    payable in respect of 107,000 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, 1998, 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, 1998, March 31, 1999, and June 30, 1999.

     (c)  The Registrant's Current Reports on Form 8-K dated February 11, 1999,
March 22, 1999, April 30, 1999, May 7, 1999, and August 9, 1999.

     (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 Ropes & Gray                             10

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 the Securities and Exchange
Commission such indemnification is against public policy as

                                      -5-
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
6th day of December, 1999.

                              XTRA CORPORATION

                              By:/s/ Michael J. Soja
                                 -----------------------------------
                                MICHAEL J. SOJA,
                                Vice President, Finance, and Chief Financial
                                    Officer

     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                                    December 6, 1999
-------------------------------------
LEWIS RUBIN,  President,
Chief Executive Officer, and Director
(Principal Executive Officer)

/s/ Michael J. Soja                                December 6, 1999
-------------------------------------
MICHAEL J. SOJA,  Vice President,
Finance and Chief Financial Officer
(Principal Financial Officer)

/s/ Thomas S. McHugh                               December 6, 1999
-------------------------------------
THOMAS S. McHUGH, Controller
(Principal Accounting Officer)

                                      -7-
Title:                                        Date:

/s/ Michael D. Bills                               December 6, 1999
-------------------------------------
MICHAEL D. BILLS, Director

/s/ H. William Brown                               December 6, 1999
-------------------------------------
H. WILLIAM BROWN, Director

/s/ Michael N. Christodolou                        December 6, 1999
-------------------------------------
MICHAEL N. CHRISTODOLOU, Director

/s/ Robert B. Goergen                              December 6, 1999
-------------------------------------
ROBERT B. GOERGEN, Director

/s/ Martin L. Solomon                              December 6, 1999
-------------------------------------
MARTIN L. SOLOMON, Director

                                      -8-
EXHIBIT INDEX

EXHIBIT                                                      PAGE
-------                                                      ----

5.        Opinion of Ropes & Gray                             10

23.1      Consent of Independent Public Accountants           11

23.2      Consent of counsel (included in Exhibit 5)

                                      -9-