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                                                                   EXHIBIT 10(W)

                     AMENDMENT OF LETTER AGREEMENT
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     This Amendment of Letter Agreement is entered into between Heller
Financial, Inc., a Delaware corporation (the "Company"), and Richard J. Almeida
(the "Executive");

                            WITNESSETH THAT:
                            ---------------

     WHEREAS, the Company and Executive entered into a Letter Agreement
detailing the terms and conditions of Executive's employment as Chief Executive
Officer and Chairman of the Board of the Company, effective as of December 31,
1997 (the "Letter Agreement"); and

     WHEREAS, a portion of the Company's stock is being sold to the public as
part of an initial public offering, and the Company and Executive desire to
amend the Letter Agreement to provide additional protection to Executive in
connection with any future change in control of the Company;

     NOW, THEREFORE, it is hereby agreed by and between the parties, for good
and valuable consideration the receipt and sufficiency of which are hereby
acknowledged, that the Letter Agreement be and it hereby is amended, effective
as of May 6, 1998, by adding the following new Paragraphs 11 and 12 to the
Letter Agreement, immediately after Paragraph 10 thereof:

     "11. Payments and Benefits Upon Employment Termination After a Change in 
          Control. If, during the Term of this Agreement and within the period
          ending on the earlier of two (2) years after a Change in Control (all
          capitalized terms as defined below) or May 6, 2001, or during the
          Period Pending a Change in Control, (i) your employment with the
          Company and its Affiliates is terminated without cause (as defined in
          Subparagraph 7(c)), or (ii) you voluntarily terminate your employment
          with Good Reason, the Company will, within 30 days (except as
          otherwise expressly provided) of your Employment Termination, make the
          payments and provide the benefits described below.

          (a)  The Company will continue your annual Base Salary (as defined
               below) for twenty-four (24) months following Employment
               Termination at the same time and in the same manner as the
               Company paid salary during employment (including the right to
               defer such amounts under the Company's non-qualified deferred
               compensation plan) or, at your election, make a lump sum cash
               payment to you equal to the present value of two times your Base
               Salary; and

          (b)  For the year in which Employment Termination occurs, the Company
               will pay an Annual Incentive Plan bonus calculated as of the end
               of the Annual Incentive Plan year, based on performance for the
               entire year, at the applicable Target bonus level for that year.
               The Company will pay such bonus in a lump sum within 45 days of
               the end of the year of Employment Termination; and

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          (c)  With respect to each Welfare Benefit Plan, for the period
               beginning on Employment Termination and ending on the earlier of
               (i) two years following Employment Termination, or (ii) the date
               you become covered by a welfare benefit plan or program
               maintained by an entity other than the Company or an Affiliate
               which provides coverage or benefits at least equal, in all
               respects, to such Welfare Benefit Plan, you shall continue to
               participate in such Welfare Benefit Plan on the same basis and at
               the same cost to you as was the case immediately prior to the
               Change in Control (or, if more favorable to you, as was the case
               prior to your Employment Termination), or, if any benefit or
               coverage cannot be provided under a Welfare Benefit Plan because
               of applicable law or contractual provisions, you shall be
               provided with substantially similar benefits and coverage for
               such period; and

          (d)  The Company will pay you a lump sum amount equal to the present
               value of the additional benefit that you would have accrued under
               the Company's qualified and non-qualified retirement plans (as in
               effect prior to the Change in Control or, if benefits are
               increased under the plans after the Change in Control, as in
               effect prior to your Employment Termination) had you continued to
               receive benefits thereunder through the end of the 24th month
               following Employment Termination. All benefits under the
               Company's non-qualified retirement plans will be fully vested (to
               the extent, if any, not vested upon the Change in Control). The
               Company will pay such lump sum to you within 45 days of the end
               of the year of Employment Termination; and

          (e)  The Company will add 24 months to your age and benefit service
               for purposes of determining your eligibility for and benefits
               under the Company's retiree medical benefit plan; and

          (f)  You will continue to be eligible for the executive perquisites
               outlined in the Company's policies in effect at the time of the
               Change in Control (or, if more favorable to you, as in effect
               prior to your Employment Termination) through the end of the 24th
               month following Employment Termination. The Company will bear the
               cost of such benefits and perquisites, at the same level in
               effect immediately prior to Employment Termination; and

          (g)  If Employment Termination occurs in 1998, you will be fully
               vested in all performance shares granted to you under the
               Company's 1996-1998 LTIP, and vested in two-thirds (2/3) of the
               performance shares under the 1997-1999 LTIP. If Employment
               Termination occurs in 1999, you will be fully vested in all
               performance shares granted to 

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               you under the Company's 1997-1999 LTIP. The award paid to you
               under the 1996-1998 and 1997-1999 LTIPs will be determined under
               the terms of such LTIP for the applicable cycle, using actual
               performance for each such cycle, and will be paid to you in a
               lump sum within 45 days of the end of the year of your Employment
               Termination.

          In the event that, under the terms of this Letter Agreement, you could
          be entitled to both the payments and benefits described in this
          Paragraph 12 and the payments and benefits provided in Paragraph 7,
          you shall elect the Paragraph under which payments and benefits are
          made to you; provided that, in no event shall payments and benefits be
          paid to you under both Paragraph 7 and this Paragraph. Notwithstanding
          any provision of this Paragraph to the contrary, any payment or
          distribution by or on behalf of the Company or any Affiliate to or for
          the benefit of you (whether paid or payable or distributed or
          distributable pursuant to the terms of this Letter Agreement or
          otherwise) as a result of a Change in Control shall not exceed 2.99
          times your average "Annualized Includible Compensation for the Base
          Period," as defined in Code Section 280G(d)(1).

     13.  Other Definitions. For purposes of Paragraph 12 of this Letter
          Agreement:

          (a)  "Affiliate" shall mean any entity that is a member of a
               controlled group of corporations or a group of trades or
               businesses under common control (each as defined in Code Section
               1563), which includes the Company.

          (b)  "Base Salary" shall mean your salary at the greater of the rate
               in effect on the date of (i) the Change in Control, or (ii)
               Employment Termination.

          (c)  A "Change in Control" of the Company will be deemed to occur as
               of the first day that The Fuji Bank, Limited and its subsidiaries
               shall cease to own, directly or indirectly, at least fifty
               percent (50%) of the combined voting power of the then
               outstanding voting securities of the Company entitled to vote
               generally in the election of the Board (the "Company Voting
               Securities") of the Company and any successor to the Company
               resulting from a reorganization, merger or consolidation, or sale
               or other disposition of all or substantially all of the assets of
               the Company.

          (d)  "Employment Termination" shall mean the effective date of: (i)
               your voluntary termination of employment with the Company or any
               Affiliate with Good Reason; or (ii) the termination of your
               employment by the Company or any Affiliate without cause.

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         (e)  "Good Reason" shall exist if, without your express written
              consent, any of the following events occur:

              (i)    The Company or an Affiliate significantly diminishes your
                     assigned duties and responsibilities from the level or
                     extent at which they existed before a Change in Control
                     including, without limitation, if the Company or Affiliate
                     removes your title(s) or materially diminishes the powers
                     associated with your title(s). For Good Reason to exist,
                     you must deliver written notice to the Company or Affiliate
                     specifying the diminution in assigned duties and
                     responsibilities that you believe constitutes Good Reason,
                     and the Company or Affiliate must fail to reverse the same
                     or to take all reasonable steps to that end within 30 days
                     after receiving the notice;

              (ii)   The Company or an Affiliate materially reduces your Base
                     Salary below the greater of that in effect as of the date
                     of this Agreement and that in effect as of the Change in
                     Control;

              (iii)  The Company or Affiliate requires you to relocate your
                     principal business office or your principal place of
                     residence outside the Chicago, Illinois Standard
                     Metropolitan Statistical Area (the "Geographical Employment
                     Area"), or assigns to you duties that would reasonably
                     require such a relocation;

              (iv)   The Company or an Affiliate requires, or assigns duties to
                     you which would reasonably require, you to spend more than
                     one hundred (100) normal working days away from the
                     Geographical Employment Area during any consecutive twelve-
                     month period; or

              (v)    The Company or an Affiliate fails to continue in effect any
                     cash or stock-based incentive or bonus plan, retirement
                     plan, welfare benefit plan, or other benefit plan, program
                     or arrangement that applied to you on the date of the
                     Change in Control, unless the aggregate value (as computed
                     by an independent employee benefits consultant selected by
                     the Company) of all such compensation, retirement and
                     benefit plans, programs and arrangements provided to you is
                     not materially less than their aggregate value as of the
                     date of the amendment of this Letter Agreement, or, if
                     greater, their aggregate value as of the date of the Change
                     in Control.

              (f)    "Period Pending a Change in Control" shall mean  the period
                     after the


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               approval by the Company's stockholders and prior to the
               effective time of any transaction described in subparagraph
               13(c) above.

           (g)  "Welfare Benefit Plan" shall mean each welfare benefit plan
                maintained or contributed to by the Company or any Affiliate,
                including, but not limited to a plan that provides health
                (including medical, dental or both), life, accident or
                disability benefits or insurance, or similar coverage, in which
                you were participating at the time of the Change in Control."



      IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first written above.



HELLER FINANCIAL, INC.


By: /s/ D. H. Snider                                /s/ RICHARD J. ALMEIDA
    --------------------------                      ________________________
 Its: EVP                                               RICHARD J. ALMEIDA
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