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                                                                    EXHIBIT 99.3


      Independent Accountants' Report on Applying Agreed-Upon Procedures
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To the Board of Directors of Heller Financial, Inc., Wilmington Trust Company
and Norwest Bank Minnesota, N. A.:

We have performed the procedures enumerated below in items A. and B. in
conjunction with Section 9.04 of the Sale and Servicing Agreement, dated
September 1, 1997 (the "Agreement").

A.   We have audited, in accordance with generally accepted auditing standards,
     the consolidated financial statements of Heller Financial, Inc. (the
     "Servicer" or the "Company") and subsidiaries as of December 31, 1998, and
     have issued our report thereon dated January 18, 1999. We have not audited
     any financial statements of the Servicer as of any date or for any period
     subsequent to December 31, 1998 or performed any audit procedures
     subsequent to the date of our report on those statements.

     In connection with our audit, nothing came to our attention that caused us
     to believe that the Servicer was not in compliance with any of the terms,
     covenants, provisions, or conditions in Sections 3.02, 5, 7, 8, and 9 (to
     the extent such sections are applicable to Heller Financial, Inc. as
     Servicer) of the Agreement in conjunction with the servicing of equipment
     leases and loans owned by the Heller Equipment Asset Receivables Trust
     1997-1, insofar as they relate to accounting matters.  It should be noted,
     however, that our audit was not directed primarily toward obtaining
     knowledge of such noncompliance.

     As a part of our audit, we obtained an understanding of the Servicer's
     internal control structure over the Servicer's entire equipment lease
     portfolio, including those leases serviced under the Agreement, to the
     extent considered necessary in order to assess control risk as required by
     generally accepted auditing standards.  The purpose of our consideration of
     the internal control structure, which includes the accounting systems, was
     to determine the nature, timing, and extent of the auditing procedures
     necessary for expressing an opinion on the financial statements.  Such
     audit procedures, however, were not performed in order to express a
     separate opinion on the Heller Equipment Asset Receivables Trust 1997-1.

     Our audit disclosed no exceptions or errors in records relating to
     equipment leases and loans serviced by the Servicer that, in our opinion,
     Section 9.04 of the Agreement required us to report.

B.   We have performed the procedure described in the following paragraph, which
     was agreed to by the management of the Servicer and Norwest Bank 
     Minnesota, N.A. as 
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     Indenture Trustee and the Wilmington Trust Company, as Owner Trustee
     (together, the "Specified Users"), with respect to Section 9.04 of the
     Agreement, in conjunction with the servicing of equipment leases and loans
     owned by the Heller Equipment Asset Receivables Trust 1997-1. This agreed-
     upon procedure was performed in accordance with standards established by
     the American Institute of Certified Public Accountants. The sufficiency of
     the procedure is solely the responsibility of the Specified Users of the
     report. Consequently, we make no representation regarding the sufficiency
     of the procedure described below either for the purpose for which this
     report has been requested or for any other purpose.

     The procedure and associated findings are as follows:

     From the Monthly Servicer's Certificates prepared by the Servicer between
     January 1998 and December 1998, we selected the Monthly Servicer
     Certificates for the months of March, June, September and December 1998
     Distribution Dates and performed the following:

          We have compared the mathematical calculation of each amount set forth
          in the Monthly Servicer's Certificates to the Servicer's computer,
          accounting and other reports and found them to be in agreement, except
          as noted below:

          .    Within the section entitled "Loss, Delinquency and Pool Data for
               the Period" on page 8 of the Monthly Servicer's Certificates,
               "ADCB as of the last day of the Collection Period" does not agree
               to the "Total" of the Delinquencies subsection. The difference is
               due to the Servicer including payaheads in the "ADCB as of the
               last day of the Collection Period" and excluding payaheads from
               the "Total" of the Delinquencies subsection. Officials of the
               Company have informed us that the Indenture Trustee is aware of
               this.

          .    Within the section entitled "Collection Account" on page 3 of the
               Monthly Servicer's Certificates, Reimbursement of Servicer
               Advances are netted within the "Servicer Advances" caption.
               Officials of the Company have informed us that the Indenture
               Trustee is aware of this.

          .    For the March and June Monthly Servicer Certificates, Investment
               Earnings are added to the beginning Reserve Fund balance to
               compute the "Available Amount," and the distribution of these
               earnings is reflected in "Distributions to Note Holders and
               Certificate Holders." For the September and December Monthly
               Servicer Certificates, Investment Earnings are not reflected as
               an addition to compute the "Available Amount" and are thus not
               reflected in "Distributions to Note Holders and Certificate
               Holders." Officials of the Company have informed us that the
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               Indenture Trustee requested this change beginning with the
               September Monthly Servicer Certificate.

          .    For the March, 1998 Monthly Servicer Certificate, within the
               section entitled "Loss, Delinquency and Pool Data for the Period"
               on page 8, the dollar amount indicated as "DCB of Prepaid
               Contracts as of the last day of the Collection Period" is
               understated by $194,083 as compared to the Company's servicing
               records.

     Our comparisons were based on records provided to us by the Servicer and
     the methodology set forth in the Agreement.

With respect to the procedure performed in item B. above, we were not engaged
to, and did not, perform an audit, the objective of which would be the
expression of an opinion on the Monthly Servicer's Certificates described above.
Accordingly, we do not express such an opinion.  Had we performed additional
procedures, other matters might have come to our attention that would have been
reported to you.

This report is intended solely for the information and use of the Specified
Users and should not be used by those who have not agreed to the procedures and
taken responsibility for the sufficiency of these procedures for these purposes.


                                         /s/ ARTHUR ANDERSEN LLP

Chicago, Illinois
March 18, 1999