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                                                                   EXHIBIT 10(y)

       The security represented hereby has not been registered under the
    Securities Act of 1933, as amended (the "Act"), and may not be sold or
  transferred in the absence of an effective registration statement under the
               Act or an exemption from registration thereunder.

                                NON-NEGOTIABLE
                    SUBORDINATED UNSECURED PROMISSORY NOTE

Original Principal Amount: $450,000,000                        February 24, 1998
                                                               Chicago, Illinois

     HELLER FINANCIAL, INC., a Delaware corporation ("Heller"), hereby promises
to pay to the order of Fuji America Holdings, Inc., a Delaware corporation
(including any successor or assignee, the "Holder"), the principal amount of
Four Hundred Fifty Million and No/100 Dollars ($450,000,000), together with
interest thereon calculated from the date hereof as hereinafter provided.

     The entire principal amount of this Subordinated Unsecured Promissory Note
(this "Note") shall be due and payable in full on February 24, 2004.
Notwithstanding the foregoing, the entire principal amount of this Note, or any
portion thereof, may be voluntarily prepaid by Heller, without premium or
penalty, at any time, provided that each such prepayment is accompanied by
accrued interest on the amount of principal prepaid to the date of such
prepayment.  Any partial prepayments shall be applied to installments of
principal in the inverse order of maturity.

     Interest (computed on the basis of a three hundred sixty (360) day year of
twelve (12) thirty (30) day months) shall accrue on the outstanding principal
balance of this Note outstanding from time to time at a rate per annum equal on
any day to the rate announced by the British Bankers Association as three-month
LIBOR on the last Interest Payment Date (as defined below) preceding such day
plus 0.50%.  Accrued interest shall be paid in cash to the Holder on the last
business day of each February, May, August and November of each year, commencing
May 30, 1998 (each, an "Interest Payment Date"), and, to the extent previously
unpaid, at maturity (or, if applicable, on the date of the voluntary prepayment
of the entire outstanding principal balance of this Note).

     The indebtedness evidenced by this Note, including accrued interest
thereon, shall be subordinate and junior in right of payment to all Senior Debt
(as hereinafter defined) of Heller at any time outstanding to the extent and in
the manner set forth as follows:

     (1)  in the event of any insolvency or bankruptcy proceedings, and any
          receivership, liquidation, reorganization or other similar proceedings
          in connection therewith, relative to Heller or its property, or in the
          event of any proceedings for voluntary liquidation, dissolution or
          other winding up of Heller (other than in connection with a merger,
          consolidation or amalgamation), whether or not involving insolvency or
          bankruptcy, then the
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          holders of Senior Debt shall be entitled to receive payment in full of
          all principal of, premium, interest and other amounts due, if any, on
          all Senior Debt before the Holder of this Note is entitled to receive
          any payment on account of principal or interest, if any, due on this
          Note; and

     (2)  if Heller shall default in the payment when due of any principal or
          interest on this Note under circumstances when the provisions of the
          foregoing clause (1) shall not be applicable, the Holder shall be
          entitled to payment thereof only after there shall first have been
          paid in full, on the Senior Debt outstanding at the time the defaulted
          payment under this Note first so became due and payable, all principal
          of, premium, interest and other amounts, if any, becoming due and
          payable, by acceleration or otherwise, on such Senior Debt within one
          year after such defaulted payment under this Note first so became due
          and payable.

     No present or future holder of Senior Debt shall be prejudiced in its right
to enforce subordination of this Note by any act or failure to act on the part
of Heller. The subordination provisions of this Note are solely for the purpose
of defining the relative rights of the holders of Senior Debt on the one hand
and the Holder of this Note on the other hand, and nothing herein shall impair,
as between Heller and the Holder of this Note, the obligation of Heller, which
is unconditional and absolute, to pay to the Holder the principal and interest,
if any, hereon in accordance with its terms, nor shall anything herein prevent
the Holder from exercising all remedies otherwise permitted by applicable law or
hereunder upon default hereunder, subject to the rights, if any, as set forth in
this Note, of holders of Senior Debt to receive cash, property or securities
otherwise payable or deliverable to the Holder.

     For purposes of this Note, (1) "Senior Debt" shall mean Debt (as
hereinafter defined) of Heller which is not by its terms made subordinate or
junior in right of payment with respect to the general assets of Heller to any
other Debt of Heller and (2) "Debt" shall mean all liabilities, whether issued
or assumed, of Heller in respect of (a) money borrowed by Heller or evidenced by
note, debenture or other like written obligation of Heller to pay money and (b)
all guarantees (x) in respect of money borrowed by third persons or (y) in
respect of obligations of third persons evidenced by note, debenture or other
like written obligation of such third persons to pay money.

     Heller hereby waives presentment, demand, notice, protest and all other
demands and notices in connection with the delivery, acceptance, performance and
enforcement of this Note, and assents to extensions of the time of payment,
forbearance or other indulgence without notice.

                           [signature page follows]
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     This Note shall be governed by the laws of the State of Illinois without
regard to its principles of conflicts of laws. This Note is executed and
delivered at Chicago, Illinois, by Heller's duly authorized officer, on the day
and year above stated.

HELLER FINANCIAL, INC.


By: /s/ Lauralee E. Martin
    --------------------------------
Name:   Lauralee E. Martin
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Title: Executive Vice President
      ------------------------------