SC TO-T/A

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              --------------------

                                  SCHEDULE TO/A
                                (RULE 14d - 100)

            TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                                (AMENDMENT NO. 5)

                             HELLER FINANCIAL, INC.
--------------------------------------------------------------------------------
                       (Name of Subject Company (Issuer))

                        HAWK ACQUISITION CORP. (OFFEROR)
                          a wholly-owned subsidiary of

                      GENERAL ELECTRIC CAPITAL CORPORATION
--------------------------------------------------------------------------------
    (Names of Filing Persons (Identifying Status as Offeror, Issuer or Other
                                    Person))


                Class A Common Stock, par value $0.25 per share;
                 Class B Common Stock, par value $0.25 per share
--------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    423328103
                             (Class A Common Stock)

--------------------------------------------------------------------------------
                      (CUSIP Number of Class of Securities)

                              Nancy E. Barton, Esq.
                      General Electric Capital Corporation
                               260 Long Ridge Road
                           Stamford, Connecticut 06927
                                 (203) 357-8000
--------------------------------------------------------------------------------
                 (Name, Address and Telephone Numbers of Person
  Authorized to Receive Notices and Communications on Behalf of Filing Persons)


                                    COPY TO:

                             Thomas A. Roberts, Esq.
                             Raymond O. Gietz, Esq.
                           Weil, Gotshal & Manges LLP
                                767 Fifth Avenue
                            New York, New York 10153
                                 (212) 310-8000



NY2:\1089701\03\NCTH03!.DOC\47660.2024


                            CALCULATION OF FILING FEE
-------------------------------------------------------------------------------
Transaction Valuation*                               Amount of Filing Fee**
    $5,510,186,625                                        $1,102,037.33
-------------------------------------------------------------------------------

*    Estimated for purposes of calculating the amount of the filing fee only.
     This amount assumes the purchase at $53.75 per share in cash, pursuant to
     the Offer to Purchase, of all 46,397,603 issued and outstanding shares of
     Class A common stock, par value $0.25 per share (the "Class A Common
     Stock") and all 51,050,000 issued and outstanding shares of Class B common
     stock, par value $0.25 per share, of Heller Financial, Inc., and 5,067,497
     shares of Class A Common Stock issuable upon exercise of certain
     outstanding stock options, in each case as of July 23, 2001.

**   The amount of the filing fee, calculated in accordance with Rule 0-11 of
     the Securities Exchange Act of 1934, as amended, equals 1/50 of 1% of the
     transaction value.

[X]      Check the box if any part of the fee is offset as provided by Rule
         0-11(a) (2) and identify the filing with which the offsetting fee was
         previously paid. Identify the previous filing by registration statement
         number, or the Form or Schedule and the date of its filing.
                                                     
Amount Previously Paid:   $1,102,037.33                 Filing Party: Hawk Acquisition Corp. and
                                                                       General Electric Capital
Corporation

Form or Registration No.:  Schedule TO-T                Date Filed:   August 3, 2001
                           SEC File No. 5-10931


[ ]      Check the box if the filing relates solely to preliminary
         communications made before the commencement of a tender offer.

         Check the appropriate boxes below to designate any transactions to
         which the statement relates:

         [X]  third-party tender offer subject to Rule 14d-1.

         [ ]  issuer tender offer subject to Rule 13e-4.

         [ ]  going-private transaction subject to Rule 13e-3.

         [ ]  amendment to Schedule 13D under Rule 13d-2.

         Check the following box if the filing is a final amendment reporting
         the results of the tender offer: [X]


                    ----------------------------------------



                  This Amendment No. 5 amends and supplements the Tender Offer
Statement on Schedule TO (as subsequently amended and supplemented, the
"Schedule TO") filed with the Securities and Exchange Commission on August 3,
2001 by Hawk Acquisition Corp., a Delaware corporation ("Purchaser") and
wholly-owned subsidiary of General Electric Capital Corporation, a Delaware
corporation ("GE Capital"). Purchaser and GE Capital filed Amendment No. 1 to
the Schedule TO on August 20, 2001, Amendment No. 2 to the Schedule TO on August
30, 2001, Amendment No. 3 to the Schedule TO on October 1, 2001, and Amendment
No. 4 to the Schedule TO on October 24, 2001. The Schedule TO relates to the
offer by Purchaser to purchase all of the outstanding shares of Class A common
stock, par value $0.25 per share (the "Class A Common Stock"), of Heller
Financial, Inc., a Delaware corporation (the "Company"), and all of the
outstanding shares of Class B common stock, par value $0.25 per share (the
"Class B Common Stock" and, together with the Class A Common Stock, the
"Shares"), of the Company, at a purchase price of $53.75 per Share, net to the
seller in cash, without interest thereon, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated August 3, 2001, filed as
Exhibit (a)(1)(A) to the Schedule TO (the "Offer to Purchase"), and in the
related Letter of Transmittal (which, together with any supplements or
amendments thereto, collectively constitute the "Offer").


ITEM 4.  TERMS OF THE TRANSACTION.

         The information contained in Item 8 below is incorporated by reference
herein.

ITEM 8.  INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

(a)-(b)  The Offer expired at 5:00 P.M., New York City time, on Wednesday,
         October 24, 2001. Based on information provided by Mellon Investor
         Services LLC, the depositary for the Offer (the "Depositary"), (i)
         44,828,943 shares of Class A Common Stock (excluding shares subject to
         guarantee of delivery or receipt of additional documentation)
         representing approximately 97% of the Class A Common Stock outstanding,
         and (ii) 51,050,000 shares of Class B Common Stock, representing 100%
         of the Class B Common Stock outstanding, were validly tendered pursuant
         to the Offer. Purchaser has accepted for payment and has notified the
         Depositary to promptly pay for the tendered and accepted Shares (other
         than those subject to guarantee of delivery or receipt of additional
         documentation), in accordance with the terms and subject to the
         conditions set forth in the Offer to Purchase and the related Letter of
         Transmittal.

                  Pursuant to the Agreement and Plan of Merger, dated as of July
         30, 2001, among GE Capital, Purchaser and the Company, GE Capital
         intends to cause the merger of Purchaser with and into the Company (the
         "Merger") as soon as practicable following expiration of the Offer. In
         connection with the Merger, each Share issued and outstanding
         immediately prior to the effective time of the Merger (other than
         Shares held by (i) the Company or any of its subsidiaries, (ii) GE
         Capital, Purchaser or any of GE Capital's direct or indirect wholly
         owned subsidiaries and (iii) stockholders who are entitled to and have
         properly exercised their appraisal rights in accordance with Delaware
         law) will be cancelled and converted automatically into the right to
         receive $53.75, without interest thereon, payable to the holder of such
         Share.



                  On October 25, 2001, GE Capital and Purchaser issued a press
         release, the text of which is set forth as Exhibit (a)(1)(K) hereto and
         is incorporated by reference herein.

ITEM 12.  EXHIBITS.

         (a) (1) (A)       Offer to Purchase, dated August 3, 2001.*

         (a) (1) (B)       Letter of Transmittal.*

         (a) (1) (C)       Notice of Guaranteed Delivery.*

         (a) (1) (D)       Form of Letter to Brokers, Dealers, Commercial Banks,
                           Trust Companies and Other Nominees.*

         (a)(1)(E)         Form of Letter to Clients for Use by Brokers,
                           Dealers, Commercial Banks, Trust Companies and Other
                           Nominees.*

         (a)(1)(F)         Guidelines for Certification of Taxpayer
                           Identification Number on Substitute Form W-9.*

         (a)(1)(G)         Press release issued by GE Capital on July 30, 2001
                           (incorporated by reference to the press release
                           previously filed under cover of Schedule TO by GE
                           Capital on July 30, 2001).*

         (a)(1)(H)         Form of Summary Advertisement, dated August 3, 2001.*

         (a)(1)(I)         Press release issued by GE Capital on August 30,
                           2001.*

         (a)(1)(J)         Press release issued by GE Capital on October 1,
                           2001.*

         (a)(1)(K)         Press release issued by GE Capital on October 25,
                           2001.

         (b)               Not applicable.

         (d)(1)            Agreement and Plan of Merger, dated as of July 30,
                           2001, by and among GE Capital, Purchaser and the
                           Company.*

         (d)(2)            Support Agreement, dated as of July 30, 2001, by and
                           among GE Capital, Purchaser and Fuji America
                           Holdings, Inc.*

         (d)(3)            Confidentiality Agreement, dated as of July 19, 2001,
                           by and between GE Capital and the Company.*

         (d)(4)            Assignment and Assumption of Amended and Restated
                           Keep Well Agreement, dated July 30, 2001, by and
                           among GE Capital, The Fuji Bank, Limited, The Fuji
                           Bank Limited, New York Branch, and the Company.*





         (g)               Not applicable.

         (h)               Not applicable.

----------------------------
* Previously filed.







                                   SIGNATURES


                  After due inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.

                     HAWK ACQUISITION CORP.



                     By:     /s/ Nancy E. Barton
                           --------------------------------------------------
                           Name:  Nancy E. Barton
                           Title: Vice President



                     GENERAL ELECTRIC CAPITAL CORPORATION



                     By:     /s/ Nancy E. Barton
                           --------------------------------------------------
                           Name:  Nancy E. Barton
                           Title: Senior Vice President





Dated:  October 24, 2001




                                  EXHIBIT INDEX

EXHIBIT NO.        DESCRIPTION
----------         -----------

(a)(1)(A)          Offer to Purchase, dated August 3, 2001.*

(a)(1)(B)          Letter of Transmittal.*

(a)(1)(C)          Notice of Guaranteed Delivery.*

(a)(1)(D)          Form of Letter to Brokers, Dealers, Commercial Banks,
                   Trust Companies and Other Nominees.*

(a)(1)(E)          Form of Letter to Clients for Use by Brokers,
                   Dealers, Commercial Banks, Trust Companies and Other
                   Nominees.*

(a)(1)(F)          Guidelines for Certification of Taxpayer
                   Identification Number on Substitute Form W-9.*

(a)(1)(G)          Press release issued by GE Capital on July 30, 2001
                   (incorporated by reference to the press release
                   previously filed under cover of Schedule TO by GE
                   Capital on July 30, 2001).*

(a)(1)(H)          Form of Summary Advertisement, dated August 3, 2001.*

(a)(1)(I)          Press release issued by GE Capital on August 30,
                   2001.*

(a)(1)(J)          Press release issued by GE Capital on October 1,
                   2001.*

(a)(1)(K)          Press release issued by GE Capital on October 25,
                   2001.

(b)                Not applicable.

(d)(1)             Agreement and Plan of Merger, dated as of July 30,
                   2001, by and among GE Capital, Purchaser and the
                   Company.*

(d)(2)             Support Agreement, dated as of July 30, 2001, by and
                   among GE Capital, Purchaser and Fuji America
                   Holdings, Inc.*

(d)(3)             Confidentiality Agreement, dated as of July 19, 2001,
                   by and between GE Capital and the Company.*

(d)(4)             Assignment and Assumption of Amended and Restated
                   Keep Well Agreement, dated July 30, 2001, by and
                   among GE Capital, The Fuji Bank, Limited, The Fuji
                   Bank Limited, New York Branch, and the Company.*



(g)                Not applicable.

(h)                Not applicable.
-----------------------------
* Previously filed.

EX-99

                                                               Exhibit (a)(1)(K)
                                                               -----------------




            GE Completes $5.3 Billion Acquisition of Heller Financial

        - Compelling Strategic Fit of Products, Services and Practices -
     - Enhances GE Capital's Positioning in Key Mid-Market Business Segments
                     And Provides New Platforms for Growth -

         Stamford, CT - October 25, 2001 - General Electric Capital Corporation
("GE Capital"), a diversified financial services company and subsidiary of the
General Electric Company (NYSE: GE), today announced the completion of its
acquisition of Heller Financial, Inc. ("Heller") for $5.3 billion in cash or
$53.75 per share. All required domestic and foreign antitrust and banking
regulators have approved the transaction.

         "We are very enthusiastic about this acquisition and the opportunities
that it provides for growth, increased shareholder value and an enhanced product
and service offering for our customers," said Denis J. Nayden, Chairman and CEO
of GE Capital. "From the start, we have seen deep synergies between our two
companies - in businesses, geographies, cultures and management practices. These
synergies are complemented by Heller's respected presence in middle market
finance and the new growth opportunities that GE Capital's strong balance sheet
can provide to these businesses and their customers. Despite a more challenging
economic environment, we are more confident than ever about the compelling
strategic fit of these organizations and the long-term value that will be
derived from combining them."

     Heller's primary businesses in commercial finance, equipment leasing and
real estate finance will be folded into GE Capital's operations in these areas.
Heller provides GE Capital with some of the following benefits:

o    Recognized expertise and relationships across the middle market finance
     sector in the U.S. and key international markets, which will allow GE
     Capital to bolster its capabilities and offerings.

o    New international platforms in factoring, particularly in Europe.



o    Innovative offerings in healthcare finance, with a primary focus on small
     and middle-market companies operating in specialized areas of the
     healthcare industry, including long-term care, assisted living, hospitals,
     physician practice management, mental health and durable medical equipment.

         GE Capital's financial resources will also enable significant
development opportunities for Heller businesses, while providing its customers
with the most cost-effective solutions for their growth needs.

         GE Capital and Heller share a number of values and practices. They both
have a customer-centered vision, a strong credit risk management philosophy, a
skilled and experienced workforce, superior asset origination capabilities and a
commitment to quality.

          "Our business model for GE Capital is based on a combination of
organic growth, acquisitions and productivity to meet our high growth and return
targets," said Mike Neal, President and Chief Operating Officer of GE Capital.
"Heller is a perfect example of this strategy in action. From this purchase, we
gain additional assets from a well-run organization, whose similarities with our
own company will allow us to bring these organizations together quickly and to
accelerate best practice sharing, including GE's Six Sigma quality processes and
digitization efforts to quickly drive productivity and cost improvements."

         "2001 has been a record acquisition year for GE Capital and has
included transactions such as Rollins Truck Leasing Corp., Mellon Leasing,
iGroup, SAFECO Credit Company and Franchise Finance Corporation of America," Mr.
Nayden said. "Through nearly 400 acquisitions over the past ten years, we have a
proven track record of successfully identifying, closing and integrating firms
into our own. We are proud to have Heller as part of GE Capital, and believe its
specialized offerings, additional geographic reach, skilled workforce and strong
customer base will help to support our future growth."

         Pursuant to the merger agreement between the parties, Hawk Acquisition
Corp., a wholly-owned subsidiary of GE Capital, today merged into Heller. In
that merger, each outstanding share of Heller not purchased in the tender offer



was converted into the right to receive the same $53.75 cash payment made in the
tender offer.

         GE Capital, with assets of more than US$370 billion, is a global,
diversified financial services company grouped into six key operating segments
comprised of 24 businesses. A wholly-owned subsidiary of General Electric
Company, GE Capital, based in Stamford, Connecticut, provides a variety of
consumer services, such as credit cards and life and auto insurance; mid-market
financing; specialized financing; specialty insurance; equipment management, and
specialized services, to businesses and individuals in 47 countries around the
world.

         GE is a diversified services, technology and manufacturing company with
a commitment to achieving customer success and worldwide leadership in each of
its businesses. GE operates in more than 100 countries and employs 313,000
people worldwide.

         Caution Concerning Forward-Looking Statements: This document includes
certain "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements are based on
management's current expectations and are subject to uncertainty and changes in
circumstances. Actual results may differ materially from these expectations due
to changes in global economic, business, competitive market and regulatory
factors or failure of the transaction described to be completed for any reason.
More detailed information about those factors is contained in GE's filings with
the Securities and Exchange Commission.

                                      # # #
                  Media Contacts:

                  For Media:        Marissa Moretti, GE Capital, 203-961-2290

                  For Investors:    Mark Vachon, GE, 203-373-2468