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                                                                   Exhibit 10(n)
Heller Financial, Inc.
500 West Monroe Street
Chicago, Illinois 60661
Tel 312 441 7000

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[Logo] Heller Financial

                            As of December 31, 1999

Mr. Frederick E. Wolfert
6206 Wildwood Lane
Burr Ridge, Illinois  60521

Dear Rick:

This letter agreement (this "Agreement") details the terms and conditions of
your employment President and Chief Operating Officer of Heller Financial, Inc.,
a Delaware corporation (the "Company"), after December 31, 1999, the expiration
of the current term of your employment pursuant to that certain letter agreement
between you and the Company dated as of December 31, 1997.

By this Agreement, the Company agrees to employ you as its President and Chief
Operating Officer effective as of January 1, 2000, and you agree to accept such
employment under the terms and conditions provided in this Agreement.  In such
capacity, you shall have the powers and duties vested in the office of the
President and Chief Operating Officer under the Company's by-laws as in effect
from time to time.  Consistent with and subject to the authority of the Chairman
of the Board and Chief Executive Officer and, further, to the ultimate authority
residing with the Board of Directors of the Company, you will have full
authority over, and the responsibility for, overall policy making and the day-
to-day operations of the Company.  In addition to the foregoing authority and
responsibility, you also may be given such additional authority and/or
responsibility as may be deemed appropriate by the Chairman of the Board and
Chief Executive Officer or by the Board of Directors of the Company from time to
time.

The specific terms and conditions of your employment are as follows:

1.   Subject to the provisions of Paragraphs 7 and 11 of this Agreement, the
     term of your employment hereunder (the "Employment Term") shall commence on
     January 1, 2000 and terminate on December 31, 2001 provided that unless
     either you or the Company shall, on or before June 30, 2001, have given the
     other written notice to the contrary, the Employment Term shall be
     automatically extended to December 31, 2002.  Your base salary for the
     period from January 1, 2000 through December 31, 2000 shall be $400,000.
     Your salary for each renewal period subsequent to December 31, 2000 shall
     be subject to review by the Company and may be increased by the Company but
     may not be reduced below the level stated in the previous sentence.  The
     Employment Term under this Agreement shall not extend beyond December 31,
     2002.  If the Company and you wish to
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     continue your employment after that date, the terms thereof shall be set
     forth in a new letter agreement.

2.   Except as may otherwise be approved in advance by the Chairman of the Board
     and except for services as an outside director for a corporation unrelated
     to the Company as approved in advance by the Chairman of the Board, during
     the Employment Term you will devote your full business time, attention and
     best efforts to the performance of your duties under this Agreement.

3.   Assuming continued employment, you will be a participant in the Heller
     Performance Plan (referred to herein as the "Annual Incentive Plan") or
     whatever other incentive plan is established in place of the Annual
     Incentive Plan for each calendar year during the Employment Term at a
     target bonus of 65% of base salary. Unless otherwise agreed to in writing
     between you and the Company prior to March 1 of any plan year, your bonus
     under the Annual Incentive Plan for such plan year shall be determined by
     giving an 80% weighting to the same financial measurements that are
     applicable to all participants in the Annual Incentive Plan (in proportion
     to the relative weightings given to such measurements for all participants
     generally) and two additional non-financial measurements, each as
     determined annually in advance and communicated to you by the Chairman of
     the Board and each with a 10% weighting. The specific target numbers for
     the financial measurements will be the same as are determined generally for
     all participants in the Annual Incentive Plan. In the event the Chairman
     of the Board does not communicate new non-financial measurements for a
     given year, the non-financial measurements for the prior year will be
     used.

4.   Assuming continued employment by the Company, you will be eligible to
     receive further grants under the Company's 1998 Stock Incentive Plan (and
     any successor plan) to the extent awarded to you from time to time by the
     Compensation Committee of the Company's Board of Directors.

5.   Assuming continued employment by the Company, you will be eligible for the
     executive perquisites outlined in the Company's policies as in effect from
     time to time. Your annual allowance under the Company's Flexible
     Perquisites Program in which you are a participant will be $30,000. In
     addition, on a one-time basis, your expenses associated with the legal
     review of this Letter Agreement will be paid up to $5,000.

6.   You will continue to be covered under all Company health, welfare, stock
     purchase and pension programs, including the "excess IRS" supplemental
     coverage to which you are now entitled. You will also receive a
     supplemental pension under the "Supplemental Executive Retirement Plan"
     which, together with the benefits you are entitled to receive under the
     Company's retirement plan, provides you with a benefit equivalent to the
     amount you would have received under the Company's retirement plan without
     regard to the annual retirement benefit limitations of Sections 401(a)(17)
     and 415 of the Internal Revenue Code, as amended from time to time (the
     "Code").

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7.   (a)  Your employment will terminate hereunder in the event of your
          death or "permanent disability" (as defined below) during the
          Employment Term. In the event of such termination, the Company shall
          pay to you or your legal representatives (as applicable) all amounts
          and benefits which have accrued through the date of such termination
          but which have not been paid out, including, but not limited to,
          amounts accrued as of the date of such termination under the Annual
          Incentive Plan. In the event of a termination of your employment
          pursuant to this subparagraph (a) in the midst of a plan year,
          payments will be based upon performance for the entire year, prorated
          based upon days to the date of termination. Such amounts shall be
          paid in a lump sum to you or to your estate or beneficiary (as
          applicable) within 45 days of the end of the year of such termination.
          For purposes of this Agreement "permanent disability" shall mean a
          "total disability" (as such term is defined in the Company's Long-Term
          Disability Plan) which total disability shall exist for any continuous
          period of 180 days.  Termination of your employment hereunder pursuant
          to this subparagraph (a) shall be deemed to occur on the date of your
          death or on a date specified by the Company in a written notice to you
          stating that the Company has determined (pursuant to the terms of the
          Company's Long-Term Disability Plan) that you have become permanently
          disabled.

     (b)  Your employment may be terminated at any time by either you or the
          Company, upon a date specified in a written notice of such termination
          given to the other.  If (1) your employment is terminated by the
          Company at its election for any reason other than for Cause (as
          defined below) or (2) your employment is terminated by you at your
          election either (A) because there has been a significant diminution of
          your assigned duties and responsibilities including, without
          limitation, any removal of your titles as either President or Chief
          Operating Officer or any material diminution of the powers associated
          with either of such positions or (B) within 180 days after any date
          upon which The Fuji Bank, Limited and its subsidiaries shall cease to
          own at least fifty percent voting control of the Company (provided
          that in the case of a termination by you pursuant to subclause (A) of
          this clause (2) you have delivered written notice to the Company
          specifying the diminution in your assigned duties which you believe
          justifies such termination and the Company shall have failed to
          reverse the same or to take all reasonable steps to that end within 30
          days of its receipt of such notice), then the Company will pay you
          severance benefits consisting of all of the following:

     (i)       Amounts equal to your base salary in effect at the time of your
               termination through the date twenty-four (24) months from the
               date of such termination at the same times and in the same manner
               as your salary was paid during your employment (including the
               right to defer such amounts under any deferred compensation
               program covering you) or, at your election in a single lump sum.

     (ii)      For the year in which your employment is terminated, you will
               receive an Annual Incentive Plan bonus at the applicable target
               bonus level for the full year in which such termination occurs.
               Such bonus shall be paid in a lump

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               sum within 45 days of the end of the year of such termination. If
               termination occurs on or prior to December 31 of any year, you
               will not be eligible for an Annual Incentive Plan bonus for any
               subsequent year.

     (iii)     You will continue to be covered for all allowable health and
               welfare benefits through the date twenty-four (24) months from
               the date of such termination and you will receive a lump sum
               payment equivalent to the present value (as reasonably determined
               by the Company) of the additional benefit which you would have
               accrued under the Company's retirement plans had you continued to
               receive benefits thereunder from the date of termination through
               the last day of the benefit continuation period described in this
               clause (iii).

     (iv)      You will become vested in any restricted stock, stock options or
               other rights then previously granted to you under the Company's
               1998 Stock Incentive Plan (or any successor plan) as and to the
               extent provided for in such Plan and any award agreements granted
               to you thereunder.

(c)  For purposes of this Agreement, termination of your employment by the
     Company shall be deemed to have been for "Cause" only:

     (i)       if such termination shall have been the result of fraud or
               criminal conduct on your part which is materially injurious to
               the financial condition or business reputation of the Company or
               any of its subsidiaries or affiliates; or

     (ii)      if there has been a material and willful breach on your part of
               your responsibilities or a willful failure to comply with
               reasonable directives or policies of the Chairman of the Board
               and Chief Executive Officer or the Company's Board of Directors,
               but, in each case, only if you shall have received written notice
               from the Company specifying the breach or failure to comply
               complained of, demanding that you remedy such breach or failure
               to comply and affording you an opportunity to be heard in
               connection therewith, and you either shall have failed to remedy
               such alleged breach or failed to comply within 30 days from your
               receipt of such written notice or shall have failed to take all
               reasonable steps to that end during such 30-day period and
               thereafter.

(d)  (1)  If your employment is terminated for Cause, you will immediately be
     deemed to have forfeited the right to receive any payment or benefits not
     paid prior to the date of such termination (other than accrued and unpaid
     salary and any prior year's Annual Incentive Plan bonus earned but not yet
     paid) and coverage (including, without limitation, future accrual of
     service credit) under all pension, stock and other benefit plans and all
     perquisites shall cease immediately.

     (2)  If you terminate your employment hereunder for any reason other than
     under the circumstances specified in clause 2 of subparagraph (b), (A)
     you will

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          immediately be deemed to have forfeited: (i) the right to receive any
          payment under (x) the Annual Incentive Plan (other than amounts
          accrued but not yet paid) and (y) any long term incentive plan in
          which you participate at the time (other than any amounts due in
          accordance with the terms of such plan but not yet paid), in each case
          as in effect at the date of any such termination; and (ii) salary
          under Paragraph 1 above and perquisites under Paragraph 5 above for
          any periods subsequent to the date of such termination; and (B)
          coverage (including, without limitation, future accrual of service
          credit) under all pension and other benefit plans shall cease
          immediately.

     (e)  Notwithstanding any other term of this Agreement to the contrary, upon
          termination of your employment for any reason, (a) you shall in all
          events receive, when such amounts would otherwise be then due and
          owing, (i) all amounts accrued under the Company's Executive Deferred
          Compensation Plan, (ii) all statutory rights to receive or purchase
          welfare benefits, (iii) reimbursement for unreimbursed expenses in
          accordance with the policies of the Company in effect as of the date
          of such termination, (iv) accrued vacation pay, (v) earned pension
          benefits in accordance with the applicable terms of the governing
          plans, and (vi) all vested monies in 401(k) or other defined
          contribution plans in accordance with the applicable terms of the
          governing plans; and (b) to the extent applicable law or the general
          terms of any defined contribution or benefit plan prohibits the
          provision of any benefit, the Company's obligation to provide such
          benefit shall cease.

8.   With respect to any dispute or controversy arising under or in connection
     with this Letter Agreement, the parties agree that any such dispute shall
     be submitted to and determined by arbitration in Chicago, Illinois, in
     accordance with the Commercial Arbitration Rules of the American
     Arbitration Association, and the parties agree to be bound by the decision
     in any such arbitration proceeding.

9.   Except as specifically provided in Paragraphs 3 and 4 above, the terms of
     any of the Company's benefit plans and incentive plans referred to in this
     Agreement may be changed by the Board of Directors or any of its committees
     and such changes shall not be deemed to be a breach of this Agreement,
     except that (i) no such change shall adversely affect any benefit accrued
     by you at or prior to the date of such change and (ii) no such change shall
     reduce your health, welfare or pension benefits, unless such changes are
     applicable to all the Company's employees.

10.  The validity, interpretation, construction and performance of this
     Agreement shall be governed by the laws of the State of Illinois.

11.  As you know, in connection with the Company's initial public offering in
     1998, change in control agreements dated as of May 6, 1998 were given to
     certain members of the Company's senior management, including you (the
     "Change in Control Agreement"). In the event that you would ever be
     entitled to both the payments and the benefits described in the Change in
     Control Agreement and the payments and benefits provided in Paragraph 7 of
     this Agreement, you shall have the right to elect the whether such payments
     and benefits are

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     to be made to you under the Change in Control Agreement or Paragraph 7 of
     this Agreement, provided that in no event shall payments and benefits be
     paid to you under both the Change in Control Agreement and Paragraph 7 of
     this Agreement. By this Agreement, the Change in Control Agreement is
     deemed to be amended to refer to this Agreement rather than your previous
     employment agreement dated as of December 31, 1997.

12.  You further agree that, for the period of two years from the date on which
     this Agreement is terminated for any reason, you will not (i) knowingly
     directly or indirectly solicit (or be in any way involved in the
     solicitation of) any current employee of the Company or any individual who
     becomes an employee during such two year period of time to leave such
     employment and join or become affiliated with any business that is, during
     such period of time, competitive with the business conducted by the Company
     or (ii) directly or indirectly seek to divert or dissuade from continuing
     to do business with or entering into business with the Company, any
     supplier, customer or other person or entity that had a business
     relationship with the Company as of the date of your termination. This
     provision is not intended to preclude you from working for a company that
     may presently have a business relationship with any of such customers or
     that solicits or provides competitive services to such customers provided
     that you do not knowingly solicit such customers to terminate their
     business relationships with the Company. Further, nothing in this Agreement
     is intended to preclude you from interviewing or hiring any then current
     employees of the Company, providing that such current employees initiated
     the contact with you (or your successor employer) without any prior
     solicitation by you of them.

If you agree with the terms of this Agreement, please so indicate by
countersigning and returning the enclosed copy of this letter.

                                    Very truly yours,

                                    HELLER FINANCIAL, INC.


                                    By: /s/ Richard J. Almeida
                                       ----------------------
                                            Richard J. Almeida
                                            Chairman of the Board and
                                                  Chief Executive Officer

Agreed to and accepted by:


/s/ Frederick E. Wolfert
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Frederick E. Wolfert

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