HELLER FINANCIAL INC
424B3, 1995-08-23
SHORT-TERM BUSINESS CREDIT INSTITUTIONS
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<PAGE>
 
                                                               Rule 424(b)(3)
                                                               File No. 33-58716
 
Sticker Supplement No. 1 to                 Dated:  August 22, 1995 to
Pricing Supplement No. 33                   Dated:  August 16, 1995
(To Prospectus dated March 17, 1993 and
Prospectus Supplement dated March 31, 1993)

(Referring to the subject Pricing Supplement, 
please note the revised CUSIP number)

U.S.$2,500,000,000
HELLER FINANCIAL, INC.
MEDIUM-TERM NOTES, SERIES F

(REGISTERED NOTES - FIXED RATE)
DUE FROM NINE MONTHS TO THIRTY YEARS FROM DATE OF ISSUE

Principal Amount:   $10,000,000             Issue Price: 100%

Original Issue Date: August 21, 1995        Stated Maturity Date: August 21,2002

Form: [X] Book-Entry  [ ] Certificated

Depositary: Depository Trust Company

Specified Currency:  U.S. Dollars
     (If other than U.S. Dollars, see attached)

Option to Receive Payments in Specified Currency: [ ] Yes [ ] No
     (Applicable only if Specified Currency is other than U.S. Dollars)

Authorized Denominations:
     (Applicable only if Specified Currency is other than U.S. Dollars)

Base Rate: [ ] Commercial Paper Rate [ ] LIBOR [X] Treasury Rate
     [ ] Federal Funds Rate [ ] Prime Rate [ ] Other:


Interest Reset Period: N/A

Interest Payment Period: Semi-Annual

Interest Reset Dates: (If other than as specified in the Prospectus 
Supplement): N/A

<PAGE>
 
                                                               Rule 424(b)(3)
                                                               File No. 33-58716
 
Sticker Supplement No. 1 to                    Dated:  August 22, 1995
Pricing Supplement No. 33                      Dated:  August 16, 1995
(To Prospectus dated March 17, 1993 and
Prospectus Supplement dated March 31, 1993)



Interest Payment Dates: (If other than as specified in the Prospectus
Supplement)  The 21st of February and August of each year commencing on February
21, 1996, up to and including maturity.

Interest Determination Date(s): N/A

Initial Interest Rate: 7.27%

Index Maturity:  N/A

Day Count Convention:  30/360

Maximum Interest Rate: N/A                          Minimum Interest Rate:  N/A

Spread (+/-):  N/A                             Spread Multiplier: N/A

Optional Redemption: [X] Yes [ ] No
     Initial Redemption Date: Commencing August 21, 1999, the Note is callable
     on any Interest Payment Date, with fifteen days notice.  
     Redemption Price: 100% of the principal amount of the Note.

Optional Repayment: [ ] Yes [X] No
     Optional Repayment Dates:
     Optional Repayment Prices:

Repayment Provisions:
     (If other than as specified in the Prospectus Supplement)

Discount Note: [ ] Yes [X] No
     Total Amount of OID:
     Yield to Maturity:
     Initial Accrual Period OID:
Calculation Agent: Heller Financial, Inc.
Exchange Rate Agent: N/A
Recognized Foreign Exchange Dealers: N/A
Discount or Commission:  .10%

Other Provisions:  a)  AMOUNT ISSUED TO DATE, PRIOR TO PRICING SUPPLEMENT
                       NO. 33, UNDER MTN-SERIES F PROGRAM: $733,000,000
                   b)  CUSIP #: 42333HES7

Agent: Goldman, Sachs & Co.
       85 Broad Street
       New York, NY 10004

<PAGE>
 
                                                               Rule 424(b)(3)
                                                               File No. 33-58716
 
Sticker Supplement No. 1 to                    Dated:  August 22, 1995
Pricing Supplement No. 33                      Dated:  August 16, 1995
(To Prospectus dated March 17, 1993 and
Prospectus Supplement dated March 31, 1993)

<PAGE>
 
                                                               Rule 424(b)(3)
                                                               File No. 33-58716
 
Pricing Supplement No.:  35       Dated: August 21, 1995
(To Prospectus dated March 17, 1993 and
Prospectus Supplement dated March 31, 1993)



U.S.$2,500,000,000
HELLER FINANCIAL, INC.
MEDIUM-TERM NOTES, SERIES F

(REGISTERED NOTES - FLOATING RATE)
DUE FROM NINE MONTHS TO THIRTY YEARS FROM DATE OF ISSUE

Principal Amount:   $50,000,000            Issue Price: 100%

Original Issue Date: August 24, 1995       Stated Maturity Date: August 25, 1997
Form: [X] Book-Entry        [ ] Certificated

Depositary: Depository Trust Company

Specified Currency:  U.S. Dollars
  (If other than U.S. Dollars, see attached)

Option to Receive Payments in Specified Currency: [ ] Yes [ ] No
  (Applicable only if Specified Currency is other than U.S. Dollars)

Authorized Denominations:
  (Applicable only if Specified Currency is other than U.S. Dollars)

Base Rate: [ ] Commercial Paper Rate [ ] LIBOR [ ] Treasury Rate
  [X] Federal Funds Rate [ ] Prime Rate [ ] Other:

Interest Reset Period: Daily

Interest Payment Period: Quarterly

Interest Reset Dates: (If other than as specified in the Prospectus Supplement)
Each Business Day, up to but excluding the Stated Maturity Date.

Interest Payment Dates: (If other than as specified in the Prospectus
Supplement) 25th of November, February, May and August of each year, commencing
November 25, 1995, up to and including maturity.

<PAGE>
 
                                                               Rule 424(b)(3)
                                                               File No. 33-58716
 
Pricing Supplement No.:  35                    Dated: August 21, 1995
(To Prospectus dated March 17, 1993 and
Prospectus Supplement dated March 31, 1993)



Interest Determination Date(s): The Business Day preceeding each Interest Reset
Date.

Initial Interest Rate:  To be determined.

Index Maturity: Daily

Day Count Convention:  Actual/360

Maximum Interest Rate: N/A                     Minimum Interest Rate:  N/A

Spread (+/-):    + .26%                        Spread Multiplier: N/A

Optional Redemption: [ ] Yes [X] No
     Initial Redemption Date:
     The Redemption Price shall initially be    % of the principal amount of the
     Note to be redeemed and shall decline at each anniversary of the Initial
     Redemption Date by    % of the principal amount to be redeemed until the
     Redemption Price is 100% of such principal amount.

Optional Repayment: [ ] Yes [X] No
     Optional Repayment Dates:
     Optional Repayment Prices:

Repayment Provisions:
     (If other than as specified in the Prospectus Supplement)

Discount Note: [ ] Yes [X] No
     Total Amount of OID:
     Yield to Maturity:
     Initial Accrual Period OID:
Calculation Agent: Heller Financial, Inc.
Exchange Rate Agent: N/A
Recognized Foreign Exchange Dealers: N/A
Discount or Commission:  .033%

Other Provisions:  a)  AMOUNT ISSUED TO DATE, PRIOR TO PRICING SUPPLEMENT
                       NO. 35, UNDER MTN-SERIES F PROGRAM: $758,000,000
                   b)  CUSIP #:  42333HET5

Agent:  Goldman, Sachs & Co.
        85 Broad Street
        New York, NY 10004



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