As filed with the Securities and Exchange Commission on July 22, 1999
                                                     Registration No. 333-
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   ----------

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

                               LINC CAPITAL, INC.
             (Exact name of registrant as specified in its charter)
            Delaware                                      06-0850149
     (State of incorporation)                         (I.R.S. Employer
                                                     Identification No.)

                        303 East Wacker Drive, Suite 1000
                             Chicago, Illinois 60601
                                 (312) 946-1000
                    (Address of principal executive offices)
                                  ------------

                    LINC Capital, Inc. 1994 Stock Option Plan
                  LINC Capital, Inc. 1997 Stock Incentive Plan
              LINC Capital, Inc. Non-employee Director Option Plan
                            (Full title of the plans)
                                --------------

                                 Allen P. Palles
              Executive Vice President and Chief Financial Officer
                        303 East Wacker Drive, Suite 1000
                             Chicago, Illinois 60601
                                 (312) 946-1000

              (Name, address, including zip code, and telephone number,
                  including area code, of agent for service)

                                    Copy to:
                               Jeffrey S. O'Connor
                                Kirkland & Ellis
                             200 East Randolph Drive
                             Chicago, Illinois 60601
<TABLE>
<CAPTION>
                         Calculation of Registration Fee
<S>                       <C>            <C>                   <C>                   <C>
Title of securities       Amount to be   Proposed maximum      Proposed maximum      Amount of
to be registered          registered     offering price per    aggregate offering    registration
                                         share (1)             price (1)             fee (1)
----------------------    ------------   ------------------    ------------------    ------------
Common Stock, par          1,300,277         $8.0612             $10,481,803            $2,914
value $0.001 per share
----------------------    ------------   ------------------    ------------------    ------------
</TABLE>

(1)      For  purposes of  computing  the  registration  fee only.  The proposed
         maximum  offering price was  calculated  with respect to 673,400 shares
         based upon the average exercise price per share  (approximately  $7.10)
         of  outstanding  options for such shares to be  registered  pursuant to
         Rule 457(h),  and with respect to the  remaining  626,877  shares,  the
         average of the high and low prices  reported on sale NASDAQ on July 19,
         1999 ($9.09375), pursuant to Rule 457(c).




                                      - 1 -

<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

                  The  following  documents  filed by LINC  Capital,  Inc.  (the
         "Company") with the Securities and Exchange Commission are incorporated
         herein by reference:

         (a) The  Company's  Annual  Report  on Form  10-K  for the  year  ended
             December 31, 1998.

         (b) The Company's  Quarterly  Report on Form 10-Q for the quarter ended
             March 31, 1999.

         (C) The Company's description  of its  Common  Stock  contained  in the
             Registration  Statement on  Form 8-A filed on  November 3, 1997 and
             any  amendments or  reports filed for the  purpose of updating such
             description.

All  documents  subsequently  filed by the Company  pursuant to Sections  13(a),
13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, prior to the filing
of a post-effective  amendment which indicates that all securities  offered have
been sold or which  registers all  securities  then remaining  unsold,  shall be
deemed to be incorporated by reference in the  registration  statement and to be
part thereof from the date of filing 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 other
subsequently  filed  document which also is or is deemed to be  incorporated  by
reference  herein modifies or supersedes  such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.

Item 4.  Description of Securities.
         --------------------------

                  Not applicable.

Item 5.  Interests of Named Experts and Counsel.
         ---------------------------------------

                  Not applicable.

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

         The Company is  incorporated  under the laws of the State of  Delaware.
Section 145 of the General  Corporation  Law of the State of Delaware  ("Section
145") provides that a Delaware corporation may indemnify any persons who are, or
are  threatened  to be made,  parties to any  threatened,  pending or  completed
action,  suit  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 was an officer, director,  employee or agent
of such corporation,  or is or was serving at the request of such corporation as
a director, officer, employee or agent of another corporation or enterprise. The
indemnity may include 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,  provided such person acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
corporation's  best  interests  and,  with  respect  to any  criminal  action or
proceeding, had no reasonable

                                        2

<PAGE>



cause to believe  that his  conduct  was  illegal.  A Delaware  corporation  may
indemnify  any  persons who are, or are  threatened  to be made,  a party to any
threatened,  pending  or  completed  action  or suit by or in the  right  of the
corporation  by reason of the fact that such  person  was a  director,  officer,
employee  or agent of such  corporation,  or is or was serving at the request of
such  corporation  as  a  director,   officer,  employee  or  agent  of  another
corporation  or  enterprise.  The  indemnity  may  include  expenses  (including
attorneys'  fees) actually and reasonably  incurred by such person in connection
with the  defense or  settlement  of such action or suit,  provided  such person
acted in good  faith  and in a manner  he  reasonably  believed  to be in or not
opposed to the corporation's  best interests 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  which such  officer or
director has actually and reasonably incurred.

         The Company's  Certificate of Incorporation and By-laws provide for the
indemnification  of Directors and officers of the Company to the fullest  extent
permitted by Section 145.

         In that regard,  the By-laws  provide that the Company shall  indemnify
any person whom it has the power to indemnify by Section 145 from or against any
and all of the expenses,  liabilities or other matters referred to or covered in
Section 145, and such  indemnification is not exclusive of other rights to which
such person shall be entitled under any By-law,  agreement, vote of stockholders
or  disinterested  directors or  otherwise,  both as to action in such  person's
official  capacity for or in behalf of the Company  and/or any subsidiary of the
Company and as to action in another capacity while holding such office and shall
continue as to such person who has ceased to be a director,  officer,  employee,
or agent of the Company and/or  subsidiary of the Company and shall inure to the
benefit of the heirs, executors, and administrators of such person.

         Each  of  the   directors   of  the  Company   has   entered   into  an
Indemnification  Agreement  or  Employment  Agreement  with  the  Company  which
provides  that the Company  shall hold  harmless and indemnify the director (and
his heirs,  executors and  administrators) to the fullest extent permitted under
applicable law against all expenses and liabilities  reasonably  incurred by him
in connection with or arising out of any action,  suit or proceeding in which he
may be involved by reason of his having been a director or officer,  as the case
may be, of the Company  (whether or not he continues to be a director or officer
at the time of  incurring  such  expenses or  liabilities),  including,  but not
limited  to,  judgments,  court  costs  and  attorneys'  fees  and the  costs of
reasonable settlements.

Item 7.  Exemption from Registration Claimed.
         ------------------------------------

         Not applicable.

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

         The exhibits to this registration  statement are listed in the Index of
Exhibits below.


                                        3

<PAGE>



Item 9.  Undertakings.
         -------------

         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 (i) and (ii) do not  apply to  information
contained in periodic  reports filed with or furnished to the  Commission by the
registrant  pursuant to Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 that are  incorporated by reference in this  registration  statement);  (2)
that, for the purpose of determining  any liability  under the Securities Act of
1933,  each  such  post-effective   amendment  shall  be  deemed  to  be  a  new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide  offering  thereof;  and (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.

         The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         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 expressed in the
Securities  Act of 1933 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
Securities  Act of 1993 and will be governed by the final  adjudication  of such
issue.




                                        4

<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies  that it has  reasonable  grounds  to  believe  that it meets  all the
requirements  for  filing on Form S-8 and have  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  and in the  capacity  indicated,  in the City of Chicago,  State of
Illinois, on the 22nd day of July, 1999.

                              LINC CAPITAL, INC.

                              By:         /s/ Martin E. Zimmerman
                                          -----------------------
                              Name:    Martin E. Zimmerman
                              Title:   Chairman of the Board and Chief Executive
                                       Officer

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes and appoints Martin E. Zimmerman and Allen P. Palles,
and each of them, his true and lawful  attorneys-in-fact  and agents,  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
Securities and Exchange  Commission,  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 that said  attorneys-in-fact  and
agents or any of them, or their or his substitute or  substitutes,  may lawfully
do or cause to be done by virtue hereof.
                                    * * * * *

                  Pursuant to the  requirements  of the  Securities Act of 1933,
this  Registration  Statement and power of attorney have been signed on July 22,
1999, by the following persons in the capacities indicated:


               Signature                                            Capacity
               ---------                                            --------
    /s/ Martin E. Zimmerman    Chairman of the Board and Chief Executive Officer
    -----------------------    (principal-executive-officer)
      Martin E. Zimmerman

   /s/ Allen P. Palles         Director and Chief Financial Officer
   -------------------         (principal-financial-officer)
     Allen P. Palles

   /s/ Robert E. Laing         Director
   -------------------
     Robert E. Laing

   /s/ Stanley Green           Director
   -----------------
     Stanley Green

   /s/ Terrence J. Quinn       Director
   ---------------------
     Terrence J. Quinn

   /s/ Curtis S. Lane          Director
   ------------------
     Curtis S. Lane

   /s/ Mark A. Arvin           Senior Vice President, Finance
   -----------------           (principal-accounting-officer)
     Mark A. Arvin


                                        5

<PAGE>



                                INDEX TO EXHIBITS



Exhibit
   No.                         Description of Exhibits
   ---                         -----------------------

   4.1            LINC  Capital,  Inc. 1994  Stock Option Plan  (incorporated by
                  reference to Exhibit  10.7  to  the  Company's   Form  S-1
                  Registration   Statement  (Reg. No. 333-34729)  ("Registration
                  Statement 333-34729"))

   4.2            LINC Capital, Inc. 1997 Stock Incentive Plan  (incorporated by
                  reference to Exhibit 10.8 to Registration Statement 333-34729)

   4.3            Amendment  No. 1 to  LINC Capital,  Inc. 1997  Stock Incentive
                  Plan   (incorporated  by  reference  to  Exhibit  A-1  to  the
                  Company's  Definitive  Proxy  Statement  (File No.  000-23309)
                  filed on April 30, 1999 (the "1999 Proxy Statement"))

   4.5            LINC  Capital,   Inc.   Non-employee   Director  Option   Plan
                  (incorporated  by  reference to Exhibit  10.5  to Registration
                  Statement 333-34729)

   4.6            Amendment No. 1  to LINC Capital,  Inc.  Non-employee Director
                  Option Plan  (incorporated by reference to  Exhibit A-2 to the
                  1999 Proxy Statement)

   4.7            Form of Restated  Certificate of  Incorporation of the Company
                  (incorporated  by  reference  to Exhibit  3.1 to  Registration
                  Statement 333-34729)

   4.8            Form of  Bylaws  of the Company  (incorporated by reference to
                  Exhibit 3.2 to Registration Statement 333-34729)

   5.1            Opinion of  Kirkland & Ellis  with respect to the  validity of
                  the securities being registered

   23.1           Consent of KPMG LLP

   23.2           Consent of Kirkland & Ellis  (included in its opinion filed as
                  Exhibit 5.1)

   24.1           Power of Attorney (included on page 5 hereof)




                                        6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19513}]
{"company-data": {"conformed-name": "LINC CAPITAL INC", "cik": "0000936094", "assigned-sic": "6159", "irs-number": "060850149", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-83447", "film-number": "99668449"}, "business-address": {"street1": "303 E WACKER DR STE 1000", "city": "CHICAGO", "state": "IL", "zip": "60601", "phone": "3129451000"}, "mail-address": {"street1": "303 EAST WACKER DRIVE SUITE 1000", "city": "CHICAGO", "state": "IL", "zip": "60601"}, "former-company": {"former-conformed-name": "LINC GROUP INC", "date-changed": "19970828"}}
As filed with the Securities and Exchange Commission on July 22, 1999
                                                     Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   ----------

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

                               LINC CAPITAL, INC.
             (Exact name of registrant as specified in its charter)
            Delaware                                      06-0850149
     (State of incorporation)                         (I.R.S. Employer
                                                     Identification No.)

                        303 East Wacker Drive, Suite 1000
                             Chicago, Illinois 60601
                                 (312) 946-1000
                    (Address of principal executive offices)
                                  ------------

                    LINC Capital, Inc. 1994 Stock Option Plan
                  LINC Capital, Inc. 1997 Stock Incentive Plan
              LINC Capital, Inc. Non-employee Director Option Plan
                            (Full title of the plans)
                                --------------

                                 Allen P. Palles
              Executive Vice President and Chief Financial Officer
                        303 East Wacker Drive, Suite 1000
                             Chicago, Illinois 60601
                                 (312) 946-1000

              (Name, address, including zip code, and telephone number,
                  including area code, of agent for service)

                                    Copy to:
                               Jeffrey S. O'Connor
                                Kirkland & Ellis
                             200 East Randolph Drive
                             Chicago, Illinois 60601
Calculation of Registration Fee
Title of securities       Amount to be   Proposed maximum      Proposed maximum      Amount of
to be registered          registered     offering price per    aggregate offering    registration
                                         share (1)             price (1)             fee (1)
----------------------    ------------   ------------------    ------------------    ------------
Common Stock, par          1,300,277         $8.0612             $10,481,803            $2,914
value $0.001 per share
----------------------    ------------   ------------------    ------------------    ------------
(1)      For  purposes of  computing  the  registration  fee only.  The proposed
         maximum  offering price was  calculated  with respect to 673,400 shares
         based upon the average exercise price per share  (approximately  $7.10)
         of  outstanding  options for such shares to be  registered  pursuant to
         Rule 457(h),  and with respect to the  remaining  626,877  shares,  the
         average of the high and low prices  reported on sale NASDAQ on July 19,
         1999 ($9.09375), pursuant to Rule 457(c).

                                      - 1 -
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

                  The  following  documents  filed by LINC  Capital,  Inc.  (the
         "Company") with the Securities and Exchange Commission are incorporated
         herein by reference:

         (a) The  Company's  Annual  Report  on Form  10-K  for the  year  ended
             December 31, 1998.

         (b) The Company's  Quarterly  Report on Form 10-Q for the quarter ended
             March 31, 1999.

         (C) The Company's description  of its  Common  Stock  contained  in the
             Registration  Statement on  Form 8-A filed on  November 3, 1997 and
             any  amendments or  reports filed for the  purpose of updating such
             description.

All  documents  subsequently  filed by the Company  pursuant to Sections  13(a),
13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, prior to the filing
of a post-effective  amendment which indicates that all securities  offered have
been sold or which  registers all  securities  then remaining  unsold,  shall be
deemed to be incorporated by reference in the  registration  statement and to be
part thereof from the date of filing 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 other
subsequently  filed  document which also is or is deemed to be  incorporated  by
reference  herein modifies or supersedes  such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.

Item 4.  Description of Securities.
         --------------------------

                  Not applicable.

Item 5.  Interests of Named Experts and Counsel.
         ---------------------------------------

                  Not applicable.

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

         The Company is  incorporated  under the laws of the State of  Delaware.
Section 145 of the General  Corporation  Law of the State of Delaware  ("Section
145") provides that a Delaware corporation may indemnify any persons who are, or
are  threatened  to be made,  parties to any  threatened,  pending or  completed
action,  suit  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 was an officer, director,  employee or agent
of such corporation,  or is or was serving at the request of such corporation as
a director, officer, employee or agent of another corporation or enterprise. The
indemnity may include 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,  provided such person acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
corporation's  best  interests  and,  with  respect  to any  criminal  action or
proceeding, had no reasonable

                                        2
cause to believe  that his  conduct  was  illegal.  A Delaware  corporation  may
indemnify  any  persons who are, or are  threatened  to be made,  a party to any
threatened,  pending  or  completed  action  or suit by or in the  right  of the
corporation  by reason of the fact that such  person  was a  director,  officer,
employee  or agent of such  corporation,  or is or was serving at the request of
such  corporation  as  a  director,   officer,  employee  or  agent  of  another
corporation  or  enterprise.  The  indemnity  may  include  expenses  (including
attorneys'  fees) actually and reasonably  incurred by such person in connection
with the  defense or  settlement  of such action or suit,  provided  such person
acted in good  faith  and in a manner  he  reasonably  believed  to be in or not
opposed to the corporation's  best interests 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  which such  officer or
director has actually and reasonably incurred.

         The Company's  Certificate of Incorporation and By-laws provide for the
indemnification  of Directors and officers of the Company to the fullest  extent
permitted by Section 145.

         In that regard,  the By-laws  provide that the Company shall  indemnify
any person whom it has the power to indemnify by Section 145 from or against any
and all of the expenses,  liabilities or other matters referred to or covered in
Section 145, and such  indemnification is not exclusive of other rights to which
such person shall be entitled under any By-law,  agreement, vote of stockholders
or  disinterested  directors or  otherwise,  both as to action in such  person's
official  capacity for or in behalf of the Company  and/or any subsidiary of the
Company and as to action in another capacity while holding such office and shall
continue as to such person who has ceased to be a director,  officer,  employee,
or agent of the Company and/or  subsidiary of the Company and shall inure to the
benefit of the heirs, executors, and administrators of such person.

         Each  of  the   directors   of  the  Company   has   entered   into  an
Indemnification  Agreement  or  Employment  Agreement  with  the  Company  which
provides  that the Company  shall hold  harmless and indemnify the director (and
his heirs,  executors and  administrators) to the fullest extent permitted under
applicable law against all expenses and liabilities  reasonably  incurred by him
in connection with or arising out of any action,  suit or proceeding in which he
may be involved by reason of his having been a director or officer,  as the case
may be, of the Company  (whether or not he continues to be a director or officer
at the time of  incurring  such  expenses or  liabilities),  including,  but not
limited  to,  judgments,  court  costs  and  attorneys'  fees  and the  costs of
reasonable settlements.

Item 7.  Exemption from Registration Claimed.
         ------------------------------------

         Not applicable.

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

         The exhibits to this registration  statement are listed in the Index of
Exhibits below.

                                        3
Item 9.  Undertakings.
         -------------

         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 (i) and (ii) do not  apply to  information
contained in periodic  reports filed with or furnished to the  Commission by the
registrant  pursuant to Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 that are  incorporated by reference in this  registration  statement);  (2)
that, for the purpose of determining  any liability  under the Securities Act of
1933,  each  such  post-effective   amendment  shall  be  deemed  to  be  a  new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide  offering  thereof;  and (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.

         The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         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 expressed in the
Securities  Act of 1933 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
Securities  Act of 1993 and will be governed by the final  adjudication  of such
issue.

                                        4
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies  that it has  reasonable  grounds  to  believe  that it meets  all the
requirements  for  filing on Form S-8 and have  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  and in the  capacity  indicated,  in the City of Chicago,  State of
Illinois, on the 22nd day of July, 1999.

                              LINC CAPITAL, INC.

                              By:         /s/ Martin E. Zimmerman
                                          -----------------------
                              Name:    Martin E. Zimmerman
                              Title:   Chairman of the Board and Chief Executive
                                       Officer

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes and appoints Martin E. Zimmerman and Allen P. Palles,
and each of them, his true and lawful  attorneys-in-fact  and agents,  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
Securities and Exchange  Commission,  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 that said  attorneys-in-fact  and
agents or any of them, or their or his substitute or  substitutes,  may lawfully
do or cause to be done by virtue hereof.
                                    * * * * *

                  Pursuant to the  requirements  of the  Securities Act of 1933,
this  Registration  Statement and power of attorney have been signed on July 22,
1999, by the following persons in the capacities indicated:

               Signature                                            Capacity
               ---------                                            --------
    /s/ Martin E. Zimmerman    Chairman of the Board and Chief Executive Officer
    -----------------------    (principal-executive-officer)
      Martin E. Zimmerman

   /s/ Allen P. Palles         Director and Chief Financial Officer
   -------------------         (principal-financial-officer)
     Allen P. Palles

   /s/ Robert E. Laing         Director
   -------------------
     Robert E. Laing

   /s/ Stanley Green           Director
   -----------------
     Stanley Green

   /s/ Terrence J. Quinn       Director
   ---------------------
     Terrence J. Quinn

   /s/ Curtis S. Lane          Director
   ------------------
     Curtis S. Lane

   /s/ Mark A. Arvin           Senior Vice President, Finance
   -----------------           (principal-accounting-officer)
     Mark A. Arvin

                                        5
INDEX TO EXHIBITS

Exhibit
   No.                         Description of Exhibits
   ---                         -----------------------

   4.1            LINC  Capital,  Inc. 1994  Stock Option Plan  (incorporated by
                  reference to Exhibit  10.7  to  the  Company's   Form  S-1
                  Registration   Statement  (Reg. No. 333-34729)  ("Registration
                  Statement 333-34729"))

   4.2            LINC Capital, Inc. 1997 Stock Incentive Plan  (incorporated by
                  reference to Exhibit 10.8 to Registration Statement 333-34729)

   4.3            Amendment  No. 1 to  LINC Capital,  Inc. 1997  Stock Incentive
                  Plan   (incorporated  by  reference  to  Exhibit  A-1  to  the
                  Company's  Definitive  Proxy  Statement  (File No.  000-23309)
                  filed on April 30, 1999 (the "1999 Proxy Statement"))

   4.5            LINC  Capital,   Inc.   Non-employee   Director  Option   Plan
                  (incorporated  by  reference to Exhibit  10.5  to Registration
                  Statement 333-34729)

   4.6            Amendment No. 1  to LINC Capital,  Inc.  Non-employee Director
                  Option Plan  (incorporated by reference to  Exhibit A-2 to the
                  1999 Proxy Statement)

   4.7            Form of Restated  Certificate of  Incorporation of the Company
                  (incorporated  by  reference  to Exhibit  3.1 to  Registration
                  Statement 333-34729)

   4.8            Form of  Bylaws  of the Company  (incorporated by reference to
                  Exhibit 3.2 to Registration Statement 333-34729)

   5.1            Opinion of  Kirkland & Ellis  with respect to the  validity of
                  the securities being registered

   23.1           Consent of KPMG LLP

   23.2           Consent of Kirkland & Ellis  (included in its opinion filed as
                  Exhibit 5.1)

   24.1           Power of Attorney (included on page 5 hereof)

                                        6