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                                                                   EXHIBIT 10(Y)

                         AMENDMENT OF LETTER AGREEMENT
                         -----------------------------

     This Amendment of Letter Agreement is entered into between Heller
Financial, Inc., a Delaware corporation (the "Company"), and Frederick E.
Wolfert (the "Executive");

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

     WHEREAS, the Company and Executive entered into a Letter Agreement
detailing the terms and conditions of Executive's employment as President and
Chief Operating Officer 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 16 and 17 to the
Letter Agreement, immediately after Paragraph 15 thereof:

     "16. 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 12(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 16 and the payments and benefits provided in Paragraph 12,
          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 12 and this Paragraph.
          Notwithstanding any provision of this Subparagraph 16 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).

     17.  Other Definitions.  For purposes of Paragraph 16 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 16(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/ Frederick E. Wolfert
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 Its: EVP                                       Frederick E. Wolfert
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