UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K*

ANNUAL REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 1-7654
FOR THE FISCAL YEAR ENDED
SEPTEMBER 30, 1997

XTRA Corporation (Exact name of Registrant as specified in its charter)

DELAWARE 06-0954158
(State or other jurisdiction (I.R.S. employer identification number)
of incorporation or organization)

60 STATE STREET (617) 367-5000
BOSTON, MASSACHUSETTS 02109 (Registrant's telephone number)
(Address of principal executive offices)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

Title of each class Name of exchange on which registered
Common Stock, Par Value $.50 per Share New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: none

Shares Outstanding of the Registrant's Common Stock at November 12, 1997:
15,282,700
Aggregate market value of voting stock held by non-affiliates of the
registrant at November 12, 1997: $775,000,000

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past ninety days.

Yes X No
--- ---

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K X.
-

Portions of the Registrant's Annual Report to Stockholders for the fiscal year
ended September 30, 1997, of which this Form 10-K is a part, are incorporated
by reference in Parts I, II and IV. Portions of the Registrant's definitive
Proxy Statement for use at the 1998 Annual Meeting of Stockholders are
incorporated by reference in Part III.

*Exhibits to Form 10-K and Parent Company Financial Statements and Schedules
have been included only in copies of the Form 10-K filed with the Securities
and Exchange Commission.

A copy of this Form 10-K, including a list of exhibits and the Parent Company
Financial Statements and Schedules, is available free of charge to stockholders
upon written request to: Vice President and Chief Financial Officer, XTRA
Corporation, 60 State Street, Boston, Massachusetts 02109. In addition, upon
similar request, copies of individual exhibits will be furnished upon payment
of a reasonable fee.

FORM 10-K TABLE OF CONTENTS
XTRA Corporation and Subsidiaries

Item Page

Part I

1. Business 3
2. Properties 6
3. Legal proceedings 6
4. Submission of matters to a vote of security holders 6
4A. Executive officers of the registrant 6

Part II

5. Market for the registrant's common equity and related shareholder matters 8
6. Selected financial data 8
7. Management's discussion and analysis of financial condition and results of operations 8
8. Financial statements and supplementary data 8
9. Changes in and disagreements with accountants on accounting and financial disclosure 8

Part III

10. Directors and executive officers of the registrant 9
11. Executive compensation 9
12. Security ownership of certain beneficial owners and management 9
13. Certain relationships and related transactions 9

Part IV

14. Exhibits, financial statement schedule, and reports on Form 8-K 10
Signatures 16

PART I.

Item 1. Business

XTRA Corporation (the "Company" or "XTRA") leases, primarily on an operating
basis, freight transportation equipment including over-the-road trailers,
marine containers, intermodal trailers, chassis, and domestic containers. XTRA
leases over-the-road and intermodal equipment throughout North America,
predominantly within the United States, to contract and common carriers,
railroads, and private fleet owners. In addition, the Company leases marine
containers worldwide to steamship lines. Customers lease equipment primarily to
cover cyclical, seasonal, and geographical shortages and as a substitute for
purchasing. The choice of equipment used is influenced by lease rates, terms,
availability, condition, and size of equipment, as well as other factors.

XTRA's equipment utilization, lease rates, and therefore, profitability, are
impacted by the level of economic activity in North America, world trade
activity, the supply of and demand for available equipment, the actions of its
competitors and other factors in the freight transportation industry.
Utilization and profitability are usually seasonally lower in the second and
third fiscal quarters than in the first and fourth fiscal quarters. In general,
the Company's receivable collection experience has been good. However, industry
downturns tend to lengthen the collection period of certain receivables.

Lease Types and Rates
The Company leases its equipment on both a per diem and term basis. Per diem
leases are for an initial period of less than one year and allow the customer
to return the equipment without notice, although some per diem leases limit the
amount and locations of equipment termination. Term leases provide for an
initial period of one year or greater, generally one to five years. Lease rates
depend upon the type of lease, length of term, maintenance provided, and the
type and age of the equipment. Customers are generally responsible for damage
to the equipment and for ordinary maintenance, although full-service leases are
offered on some equipment types.

Equipment Fleet
The Company's equipment fleet has increased through purchases of new equipment
and through fleet acquisitions of other leasing companies. The new equipment,
supplied by a number of manufacturers, is built to the Company's specifications
and reflects industry standards and customers' needs. The Company's fleet size
and net investment includes equipment owned by the Company, equipment leased-in
from third parties under operating and capital leases, and equipment leased to
third parties under finance leases.

The Company's fleet consisted of the following units and net investment at the
end of its last five fiscal years:

Units in thousands
Equipment Fleet/(1)/ 1997 1996 1995 1994 1993
- -------------------------------------------------------------------------------

Over-the-road trailers 78 75 76 69 65
Marine containers 162 152 126 - -
Intermodal trailers 23 24 29 34 33
Chassis 23 24 21 16 15
Domestic containers 10 8 8 8 8
---------------------------------
Total 296 283 260 127 121
---------------------------------

Millions of dollars
Equipment Fleet/(1)/ 1997 1996 1995 1994 1993
- -------------------------------------------------------------------------------

Over-the-road trailers $ 718 $ 632 $ 628 $ 508 $ 446
Marine containers 414 419 373 - -
Intermodal trailers 168 197 237 235 201
Chassis 112 119 107 70 63
Domestic containers 41 36 42 47 53
------------------------------------
Net investment $1,453 $1,403 $1,387 $ 860 $ 763
------------------------------------

/(1)/ For purposes of this presentation, the net investment in equipment leased
to the Company on an operating basis represents the present value of the
remaining lease payments. The net investment in revenue equipment leased
to customers under finance leases as well as equipment owned by the
Company or leased to the Company under capital leases represents the net
carrying value of this equipment. The significant increase in fleet units
and net investment in equipment in 1995 was primarily due to the Company's
acquisition of Matson Leasing Company, Inc. See Note 2 of the Notes to
Consolidated Financial Statements for information relating to
acquisitions.

For information regarding business information by geographic area, see Note 8
of the Notes to Consolidated Financial Statements. For additional information,
including financing and capital expenditures, see Management's Discussion and
Analysis of Financial Condition and Results of Operations. Such information is
incorporated herein by reference.

Over-the-Road Trailers
XTRA's over-the-road fleet of 78,000 units, mostly dry cargo vans, consists
primarily of units 48' and 53' long by 102" wide. This equipment is leased to
common carriers and private fleet owners. Approximately 40% of the trailer
fleet was leased on a term basis at the end of fiscal 1997, with the balance
available for lease on a per diem basis.

Marine Containers
The Company's marine containers are standard, dry cargo 20' and 40' steel
containers leased primarily to steamship lines for transporting freight on
ships worldwide. XTRA's fleet consists of 162,000 units or 226,000 twenty-foot
equivalent units (TEUs), an industry measure of fleet size. Approximately 34%
of XTRA's marine container fleet was leased on a term basis at the end of
fiscal 1997, with the remainder of the fleet available for lease on a per diem
basis. Most per diem leases limit the amount and locations of equipment
termination.

Intermodal Trailers
Intermodal trailers are designed to be carried on rail flatcars, pulled by
tractor over the highway and, to a lesser extent, transported by water carriers
on ships and barges. The Company's intermodal trailer fleet of 23,000 units
consists primarily of units 45' and 48' long by 102" wide. The Company's
intermodal trailers are leased primarily to North American railroads and water
carriers. Approximately 28% of the intermodal trailer fleet was leased on a
term basis at the end of fiscal 1997 with the remainder of the fleet available
for lease on a per diem basis.

Chassis
Chassis are wheeled rectangular frames used to transport containers over the
highway. Marine chassis are generally 20' or 40' in length to accommodate
marine containers. Domestic chassis are generally 48' or 53' in length and
handle domestic containers. XTRA's marine and domestic chassis are used as
transport vehicles for marine and domestic containers which are loaded or
unloaded at shipyards, rail terminals, or consignee locations. The Company's
fleet of 23,000 units consists primarily of marine chassis and is leased to
steamship lines, railroads, and motor carriers. Approximately 62% of the
chassis fleet was leased on a term basis at the end of fiscal 1997 with the
balance available for lease on a per diem basis.

Domestic Containers
Domestic containers are boxes used to transport freight via rail on railcars or
highway on chassis within North America. These containers are a substitute for
intermodal and over-the-road trailers, particularly on long-haul, heavy volume
routes. XTRA's fleet of approximately 10,000 units consists primarily of 48'
long by 102" wide units leased to North American railroads and other domestic
freight carriers. Approximately 69% of the Company's domestic container fleet
was leased on a term lease basis at the end of fiscal 1997, with the balance
available for lease on a per diem basis.

Competition
Leasing transportation equipment is a highly competitive business and is
affected by factors related to the freight transportation market. Lease terms
and lease rates, as well as availability, condition, and size of equipment are
all important factors to the lessee. In addition, various types of
transportation equipment compete for freight movement. Over-the-road trailers,
intermodal trailers, marine and domestic containers, and railroad rolling stock
are all potential vehicles for the movement of freight.

XTRA is one of the two largest North American lessors of over-the-road trailers
with in excess of 25% of the leasing fleet. Its principal competitor has a
similarly sized fleet. Recent estimates place the number of over-the-road
trailers available for lease in North America at approximately 265,000.

At the end of fiscal 1997, the world's marine container leasing fleet is
estimated at approximately 5 million TEUs. XTRA believes it is one of the ten
largest marine container lessors in the world. The two largest lessors account
for approximately half of the leasing market.

The Company believes that the North American intermodal trailer fleet has
decreased slightly over the last five years to approximately 94,000 trailers at
the end of fiscal 1997. Some industry analysts believe that demand will
continue to decrease over the long-term. The Company monitors the size of the
North American fleet relative to current and expected future demand and bases
its trailer acquisition and disposition decisions, in part, on these factors.
XTRA believes it is the second largest North American lessor of intermodal
trailers, with approximately 25% of the leasing fleet.

XTRA believes it is the fifth largest North American chassis lessor with
approximately 8% of the leasing fleet. The Company believes it is the third
largest lessor of domestic containers with approximately 16% of the leasing
fleet.

Locations and Operations
XTRA's North American equipment is leased from equipment pools operated by
Company employees at 95 locations. The marine container operations are managed
by 14 Company offices and 7 agency locations, which utilize 137 independent
depot locations worldwide to store and maintain equipment.

Employees
The Company had 876 employees at September 30, 1997.

Corporate Organization
The Company was organized in 1957. XTRA's corporate management offices are
located at 60 State Street, Boston, Massachusetts 02109-1826 (telephone number
(617) 367-5000).

XTRA, Inc., a wholly-owned direct subsidiary of XTRA Corporation, owns
substantially all of the Company's transportation equipment and conducts the
Company's leasing business through certain of its subsidiaries pursuant to
management service agreements.

Item 2. Properties

The Company maintains 95 facilities for the storage and distribution of its
over-the-road and intermodal equipment throughout North America, occupying 701
acres, of which 390 are owned. These facilities generally occupy 2 to 16 acres.
The marine container business is managed through 14 offices worldwide.

Item 3. Legal Proceedings

The Illinois Environmental Protection Agency has notified the Company of
alleged environmental contamination of XTRA's Fairmont City, Illinois property
which resulted from the prior owner's zinc smelting operations. The Company has
had initial discussions with the successors in interest currently responsible
for the liabilities of the prior owner about participation in an investigation
and cleanup of the facility under the Illinois voluntary remediation program.
Based upon the Company's current understanding of the nature of the
contamination, the Company believes that the resolution of this matter will not
have a material impact on the Company's results of operations, cash flows or
financial condition.

Item 4. Submission of Matters to a Vote of Security Holders

No matter was submitted to stockholders of the Company during the fourth
quarter of 1997.

Item 4A. Executive Officers of the Registrant

The executive officers of the Company, the age of each, and the period during
which each has served in his present office are as follows:

Lewis Rubin (59) - President and Chief Executive Officer. Mr. Rubin was
President and Chief Executive Officer of Flexi-Van Corporation, a company
engaged in the leasing of intermodal transportation equipment, from 1981 to
1983. He served as President and Chief Executive Officer of Gelco CTI Container
Services, a subsidiary of Gelco Corporation, and as an Executive Vice President
of Gelco Corporation from 1984 to 1988. Mr. Rubin was elected President and
Chief Operating Officer of the Company in 1990. He was elected to his present
position in 1990.

Robert B. Blakeley (37) - Vice President and Controller. Mr. Blakeley joined
the Company in 1984, was promoted to Assistant Controller in 1987 and was
elected Controller and Chief Accounting Officer in 1991. Mr. Blakeley was
elected to his present position in 1996.

Jeffrey R. Blum (45) - Vice President, Administration and Human Resources. Mr.
Blum joined the Company in 1995 as Vice President of Human Resources and was
elected to his current position in 1996. Prior to 1995, Mr. Blum served in
similar capacities at First Winthrop Corporation from 1993 to 1995 and Signal
Capital Corporation prior to 1993.

Michael K. Fox (51) - Vice President, XTRA Intermodal. Mr. Fox joined the
Company in 1981 and has held several managerial positions. He was elected
Divisional Executive Vice President, XTRA Intermodal in 1993. He was elected to
his present position in 1994.

William H. Franz (46) - Vice President, XTRA Lease. Mr. Franz was previously
employed by two large over-the-road lessors, Transport International Pool and
Strick Lease. He joined the Company in 1992 and was elected to the position of
Divisional Executive Vice President, XTRA Lease in 1993. He was elected to his
present position in 1993.

Frederick M. Gutterson (55) - Vice President, XTRA International. Mr. Gutterson
had been President and Chief Executive Officer of Matson Leasing Company, Inc.
since its inception in 1989. He was elected to his present position in 1995
following the Matson acquisition.

Christopher P. Joyce (36) - Vice President and Treasurer. Mr. Joyce joined the
Company in 1985. He was promoted to Assistant Treasurer in 1991 and was elected
Treasurer in 1993. Mr. Joyce was elected to his present position in 1996.

James R. Lajoie (57) - Vice President, General Counsel and Secretary. Mr.
Lajoie joined the Company as General Counsel in 1981. He was elected Vice
President and General Counsel in 1987 and was elected to his present position
in 1990.

Michael J. Soja (48) - Vice President and Chief Financial Officer. Mr. Soja
joined the Company as Assistant Controller in 1974, was elected Controller in
1978 and Vice President in 1979. He was elected Vice President, Finance and
Administration in 1981 and Vice President, Finance and Treasurer in 1990. Mr.
Soja was elected to his present position in 1990.

All terms of office expire as of the date of the Board of Directors' meeting
following the next Annual Meeting of Stockholders and until their respective
successors are elected and qualified.

PART II.

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters

The Company's Common Stock is listed on the New York Stock Exchange and trades
under the symbol "XTR". The approximate number of record holders as of November
12, 1997 was 786. The following table sets forth the range of high and low sale
prices of the Company's Common Stock on the New York Stock Exchange Composite
Tape and dividends declared during fiscal years ended September 30, 1996 and
1997.

Dividends
High Low Declared
- -------------------------------------------------------------------------

1996: First Quarter $44 3/4 $ 41 5/8 $.16
Second Quarter 46 3/4 39 3/4 .18
Third Quarter 47 3/8 44 1/4 .18
Fourth Quarter 45 7/8 40 1/2 .18
1997: First Quarter 47 1/8 40 1/8 .18
Second Quarter 43 3/4 40 1/2 .20
Third Quarter 49 41 1/4 .20
Fourth Quarter 57 1/4 42 .20

The Company has paid quarterly cash dividends on its Common Stock since
January, 1977. Future dividends will be determined by the Board of Directors
and will be dependent upon the earnings, financial condition, and cash
requirements of the Company and other relevant factors existing at the time.

The Company's sources of funds for the payment of dividends on its capital
stock are advances and dividends from its direct and indirect wholly-owned
subsidiaries, including XTRA, Inc. The primary sources of funds for XTRA, Inc.
are cash flows from operations, advances from its subsidiaries, and external
financing. The Company's loan agreements contain covenants that restrict the
payment of dividends or repurchases of common stock by the Company and certain
loan agreements contain covenants that restrict advances to and payment of
dividends to the Company by its subsidiaries, including XTRA, Inc. Under the
most restrictive provisions of the Company's loan agreements, the repurchase of
common stock and/or the amount of cash dividends which could be paid on the
Company's capital stock was limited to $110 million at September 30, 1997.

Item 6. Selected Financial Data

This information is set forth in the table appearing on page 1 of the Company's
1997 Annual Report, which table is incorporated herein by reference.

Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations

The information required by this item appears in the Company's 1997 Annual
Report beginning at page 22 and is incorporated herein by reference.

Item 8. Financial Statements and Supplementary Data

For the Financial Statements and Supplementary Data for XTRA Corporation and
its subsidiaries, see Index to Financial Statements on page 18 of the Company's
1997 Annual Report, which Financial Statements and Supplementary Data are
incorporated herein by reference.

Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

Not Applicable.

PART III.

Item 10. Directors and Executive Officers of the Registrant

(a) Directors - Information with respect to all directors may be found in the
Company's definitive Proxy Statement for the 1998 Annual Meeting of
Stockholders (the "1998 Proxy Statement") under the caption "Information
with Respect to Director Nominees," which is to be filed with the
Securities and Exchange Commission. Such information is incorporated herein
by reference.

(b) Executive Officers - Information with respect to executive officers of the
registrant appears in Item 4A of this Report on Form 10-K.

Item 11. Executive Compensation

This information is contained in the 1998 Proxy Statement under the captions
"Executive Compensation Tables" and "Compensation of Directors." Such
information is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management

This information is contained in the 1998 Proxy Statement under the captions
"Stock Ownership by Directors and Executive Officers" and "Beneficial Ownership
of More Than Five Percent of Voting Securities." Such information is
incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions

This information is contained in the 1998 Proxy Statement under the captions
"Information with Respect to Director Nominees" and "Certain Transactions."
Such information is incorporated herein by reference.

PART IV.

Item 14. Exhibits, Financial Statement Schedule and Reports on Form 8-K

(a) Required exhibits are included only in the Form 10-K filed with the
Securities and Exchange Commission.

(b) The Company filed a Current Report on Form 8-K, dated November 19, 1997,
which disclosed certain financial information for the fiscal fourth quarter
ended September 30, 1997.

(c) For Financial Statements and Schedule, see Index to Financial Statements on
page 18 of the Company's 1997 Annual Report, which Financial Statements and
Schedule are incorporated herein by reference.

SCHEDULE 1

XTRA CORPORATION
(PARENT COMPANY ONLY)
BALANCE SHEETS
SEPTEMBER 30, 1997 AND SEPTEMBER 30, 1996
(Millions of dollars, except per share amounts)

1997 1996
----- -----

Assets
- ------
Investment in subsidiary $ 359 $ 344
Advances to subsidiaries 11 -
----- -----
$ 370 $ 344
===== =====

Liabilities and Stockholders' Equity
- ------------------------------------

Liabilities

Accrued expenses $ 6 $ -
----- -----
Total liabilities 6 -

Commitments and Contingencies

Stockholders' equity

Preferred Stock, without par value;
total authorized: 3,000,000 shares

Common Stock, par value $.50 per share; authorized:
30,000,000 shares; issued and outstanding;
15,276,600 shares at September 30, 1997
and 15,550,499 at September 30, 1996 8 8
Capital in excess of par value 52 63
Retained earnings 304 273
----- -----
Total stockholders' equity 364 344
----- -----
$ 370 $ 344
===== =====

The accompanying Notes A, B, and C and the Notes to Consolidated Financial
Statements are an integral part of these financial statements.

SCHEDULE 1

XTRA CORPORATION
(PARENT COMPANY ONLY)
INCOME STATEMENTS
FOR THE THREE YEARS ENDED
SEPTEMBER 30, 1997
(Millions of dollars except per share amounts)

1997 1996 1995
------ ------ ------

Equity in earnings of subsidiaries $ 43 $ 41 $ 57
------ ------ ------
$ 43 $ 41 $ 57
====== ====== ======

The accompanying Notes A, B, and C and the Notes to Consolidated Financial
Statements are an integral part of these financial statements.

SCHEDULE 1
XTRA CORPORATION
(PARENT COMPANY ONLY)
STATEMENT OF CASH FLOWS
FOR THE THREE YEARS ENDED
SEPTEMBER 30, 1997
(Millions of dollars)

1997 1996 1995
------ ------ ------

Cash flows from operations:
Income from operations $ 43 $ 41 $ 57
Deduct non-cash income and expense items:
Equity in earnings of subsidiaries (43) (41) (57)
Add other cash items:
Dividends received from subsidiary 25 57 31
Net change in receivables, other assets,
payables and accrued expenses (1) (1) (2)
------ ------ ------
Total cash provided from operations 24 56 29

Cash flows from financing activities:
Proceeds from exercise of stock options 1 1 2
Repurchase of common stock, net (13) (46) (20)
Dividends paid (12) (11) (11)
------ ------ ------
Total cash provided by financing activities (24) (56) (29)

Net increase (decrease) in cash 0 0 0
Cash at beginning of period 0 0 0
------ ------ ------
Cash at end of period $ 0 $ 0 $ 0
====== ====== ======

The accompanying Notes A, B, and C and the Notes to Consolidated Financial
Statements are an integral part of these financial statements.

XTRA CORPORATION
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS

(A) Summary of Significant Accounting Policies
------------------------------------------

Accounting for Investment in Subsidiary

XTRA Corporation, the Parent Company, recorded its investment in its
subsidiary, XTRA, Inc., at cost plus its equity in the undistributed
earnings of this subsidiary. All administrative and interest expenses
incurred by the Parent Company are allocated to its direct and indirect
wholly-owned subsidiaries.

(B) Capital Stock
-------------

Dividends

XTRA Corporation declared cash dividends of $.78, $.70 and $.62 per share
in the years ended September 30, 1997, 1996, and 1995, respectively. XTRA
Corporation paid out cash dividends to stockholders totaling $12 million,
$11 million, and $11 million during fiscal 1997, 1996, and 1995,
respectively. The principal source of dividends for the Parent Company are
funds advanced from its direct and indirect wholly-owned subsidiaries,
including XTRA, Inc.

Repurchase of Common Stock

The Company's Board of Directors has authorized the repurchase of up to
$200 million of its common stock. The timing of the repurchases, which
could occur over an extended period of time, will depend on price, market
conditions and other factors. As of November 12, 1997, the Company had
repurchased approximately $79 million of common stock.

The Parent Company has guaranteed certain debt of its indirect wholly-owned
subsidiary, including the Revolving Credit Agreement, Series Notes and Term
Loans. (See Note 4 of the Parent Company's consolidated 1997 Annual
Report.)

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Stockholders of XTRA Corporation:

We have audited in accordance with generally accepted auditing standards, the
financial statements included in XTRA Corporation's Annual Report to
stockholders incorporated by reference in the Company's Annual Report on Form
10-K for the year ended September 30, 1997, and have issued our report thereon
dated November 12, 1997. Our audit was made for the purpose of forming an
opinion on those statements taken as a whole. The schedule listed in the index
to financial statements and incorporated by reference in the Company's Annual
Report on Form 10-K for the year ended September 30, 1997, is presented for
purposes of complying with the Securities and Exchange Commission's rules and is
not part of the basic financial statements. This schedule has been subjected to
the auditing procedures applied in the audit of the basic financial statements
and, in our opinion, fairly states in all material respects the financial data
required to be set forth therein in relation to the basic financial statements
taken as a whole.

/s/ ARTHUR ANDERSEN LLP

Boston, Massachusetts
November 12, 1997

Signatures

Pursuant to the requirements of Section 13 of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

XTRA Corporation

(Registrant)

By /s/ Lewis Rubin
-------------------------------------
President and Chief Executive Officer

November 13, 1997

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

Signatures Title Date

/s/ Robert B. Goergen Chairman of the November 13, 1997
Board of Directors

/s/ Robert M. Gintel Vice Chairman of the November 13, 1997
Board of Directors

/s/ Lewis Rubin President, Chief Executive November 13, 1997
Officer and Director

/s/ Michael J. Soja Vice President November 13, 1997
and Chief Financial Officer

/s/ Robert B. Blakeley Vice President and Controller November 13, 1997

/s/ Michael D. Bills Director November 13, 1997

/s/ H. William Brown Director November 13, 1997

/s/ Herbert C. Knortz Director November 13, 1997

/s/ Francis J. Palamara Director November 13, 1997

/s/ Martin L. Solomon Director November 13, 1997

EXHIBIT INDEX

XTRA Corporation Form 10-K
(for fiscal year ended 9-30-97)

Exhibit Item

3.1 Restated Certificate of Incorporation of the Registrant (filed with the
Securities and Exchange Commission as Exhibit 3.1 to Registrant's Annual
Report on Form 10-K for the year ended September 30, 1989, and
incorporated herein by reference).

3.1.1 Certificate of Elimination of Designation, Preference and Rights of
Series A Participating Preferred Stock (filed with the Securities and
Exchange Commission as Exhibit 3.1 to Registrant's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1991, and incorporated herein by
reference).

3.1.2 Certificate of Elimination of Designation, Preference and Rights of
$1.9375 Series B Cumulative Convertible Preferred Stock (filed with the
Securities and Exchange Commission on March 5, 1993 as Exhibit 4.5 to
Registrant's Registration Statement on Form S-3 (file No. 33-59132), and
incorporated herein by reference).

3.1.3 Certificate of Amendment of Restated Certificate of Incorporation (filed
with the Securities and Exchange Commission on March 5, 1993 as Exhibit
4.4 to Registrant's Registration Statement on Form S-3 (file No. 33-
59132), and incorporated herein by reference).

3.1.4 Certificate of Elimination of Designation, Preference and Rights of the
Series C Cumulative Redeemable Exchangeable Preferred Stock (filed with
the Securities and Exchange Commission on July 26, 1994 as Exhibit 4.5 to
Registrant's Registration Statement on Form S-3 (file No. 33-54747), and
incorporated herein by reference).

3.2 Amended and Restated By Laws of the Registrant, as amended through
January 24, 1996 (filed with the Securities and Exchange Commission as
Exhibit 3(b) to Registrant's Quarterly Report on Form 10-Q for the
quarter ended December 31, 1995, and incorporated herein by reference).

4.1 Indenture, dated as of February 1, 1989, between XTRA, Inc., the
Registrant and Chemical Bank, and First Supplemental Indenture, dated as
of February 1, 1989, between XTRA, Inc., XTRA Corporation and Chemical
Bank (filed with the Securities and Exchange Commission as Exhibits 4.1
and 4.2, respectively, to Registrant's Quarterly Report on Form 10-Q for
the quarter ended December 31, 1988, and incorporated herein by
reference).

4.1.1 Second Supplemental Indenture, dated as of December 10, 1991, to the
Indenture identified in Exhibit 4.1 above, between XTRA, Inc., the
Registrant and Chemical Bank (filed with the Securities and Exchange
Commission as Exhibit 4.4.1 to Registrant's Annual Report on Form 10-K
for the year ended September 30, 1991, and incorporated herein by
reference).

4.1.2 Third Supplemental Indenture, dated as of November 1, 1992, to the
Indenture identified in Exhibit 4.1 above, between XTRA, Inc., the
Registrant and Chemical Bank (filed with the Securities and Exchange
Commission as Exhibit 4.2 to Registrant's Quarterly Report on Form 10-Q
for the Quarter ended December 31, 1992, and incorporated herein by
reference).

4.1.3 Fourth Supplemental Indenture, dated as of September 30, 1994, to the
Indenture identified in Exhibit 4.1 above, between XTRA, Inc., the
Registrant and Chemical Bank (filed with the Securities and Exchange
Commission as Exhibit 4.1.3 to Registrant's Annual Report on Form 10-K
for the year ended September 30, 1994, and incorporated herein by
reference).

4.2 Indenture, dated as of August 15, 1994, between XTRA, Inc., the
Registrant and the First National Bank of Boston (filed with the
Securities and Exchange Commission as Exhibits 4.1 to Registrant's
Current Report on Form 8-K dated August 15, 1994, and incorporated herein
by reference).

4.2.1 First Supplemental Indenture, dated as of September 30, 1994, to the
Indenture identified in Exhibit 4.2 above, between XTRA, Inc., the
Registrant and the First National Bank of Boston (filed with the
Securities and Exchange Commission as Exhibit 4.2.1 to Registrant's
Annual Report on Form 10-K for the year ended September 30, 1994, and
incorporated herein by reference).

4.2.2 Second Supplemental Indenture, dated as of May 16, 1997, to the Indenture
identified in Exhibit 4.2 above, between XTRA, Inc., the Registrant and
State Street Bank and Trust Company, filed herewith.

4.2.3 Form of fixed-rate Series C Medium-Term Note (filed with the Securities
and Exchange Commission as Exhibit 4.9 to Registrant's Post-Effective
Amendment No. 1 to Registration Statement on Form S-3 (file No. 33-
65293), and incorporated herein by reference).

4.2.4 Form of floating-rate Series C Medium-Term Note (filed with the
Securities and Exchange Commission as Exhibit 4.10 to Registrant's Post-
Effective Amendment No. 1 to Registration Statement on Form S-3 (file No.
33-65293), and incorporated herein by reference).

Note: Registrant agrees to furnish to the Securities and Exchange
Commission, upon request, a copy of any other instrument with respect to
long-term debt of the registrant and its subsidiaries. Such other
instruments are not filed herewith because no such instrument relates to
outstanding debt in amount greater than 10% of the total assets of the
Registrant and its subsidiaries on a consolidated basis.

4.3 Credit Agreement, dated as of June 30, 1995, among XTRA, Inc., Bank of
America Illinois and Each of the Other Financial Institutions From Time
To Time Parties Thereto, with Bank of America National Trust and Savings
Association as Administrative Agent and The First National Bank of Boston
as Documentation Agent (filed with the Securities and Exchange Commission
as Exhibit 2.2 to Registrant's Current Report on Form 8-K dated July 14,
1995, and incorporated herein by reference).

4.3.1 Guaranty, dated June 30, 1995 by the Registrant (filed with the
Securities and Exchange Commission as Exhibit 2.3 to Registrant's Current
Report on Form 8-K dated July 14, 1995, and incorporated herein by
reference).

4.3.2 First Amendment, dated as of June 28, 1996, to the Credit Agreement
identified in Exhibit 4.3 above, among Bank of America Illinois and Each
of the Other Financial Institutions From Time To Time Parties Thereto,
with Bank of America National Trust and Savings Association as
Administrative Agent and The First National Bank of Boston as
Documentation Agent (filed with the Securities and Exchange Commission as
Exhibit 4.3.2 to Registrant's Annual Report on Form 10-K for the year
ended September 30, 1996, and incorporated herein by reference).

4.3.3 Second Amendment, dated as of June 19, 1997, to the Credit Agreement
identified in Exhibit 4.3 above, among Bank of America Illinois and Each
of the Other Financial Institutions From Time to Time Parties Thereto,
with Bank of America National Trust and Savings Association as
Administrative Agent and BankBoston, N.A. as Documentation Agent (filed
with the Securities and Exchange Commission as Exhibit 4 to Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1997, and
incorporated herein by reference).

10.1 Agreement and Plan of Reorganization, dated as of July 26, 1992, among
Registrant, ST Trailer Corp., Distribution International Corporation
("DI"), Strick Corporation and certain individuals owning approximately
70% of the capital of stock of DI (filed with the Securities and Exchange
Commission as Exhibit 2.1 to Registrant's Current Report on Form 8-K
dated August 4, 1992, and incorporated herein by reference).

10.2 U.S. Fleet Finance Services Agreement dated as of October 1, 1994 between
XTRA, Inc., and XTRA Intermodal, Inc. (filed with the Securities and
Exchange Commission as Exhibit 10.2 to Registrant's Annual Report on Form
10-K for the year ended September 30, 1994, and incorporated herein by
reference).

10.3 U.S. Fleet Finance Services Agreement dated as of October 1, 1994 between
XTRA, Inc., and XTRA Lease Inc. (filed with the Securities and Exchange
Commission as Exhibit 10.3 to Registrant's Annual Report on Form 10-K for
the year ended September 30, 1994, and incorporated herein by reference).

10.4 Fleet Finance Services Agreement dated as of July 1, 1995 between XTRA,
Inc., and XTRA International Ltd. (filed with the Securities and Exchange
Commission as Exhibit 10.4 to Registrant's Annual Report on Form 10-K for
the year ended September 30, 1994, and incorporated herein by reference).

EXECUTIVE COMPENSATION PLANS

10.5 1991 Stock Option Plan for Non-Employee Directors, as amended through
November 14, 1996 (filed with the Securities and Exchange Commission as
Exhibit 10.3 to Registrant's Quarterly Report on Form 10-Q for the
quarter ended December 31, 1996, and incorporated herein by reference).

10.6 1987 Stock Incentive Plan, as amended through November 16, 1995 (filed
with the Securities and Exchange Commission as Exhibit 10.1 to
Registrant's Quarterly Report on Form 10-Q for the quarter ended December
31, 1995, and incorporated herein by reference).

10.7 Deferred Director Fee Option Plan (filed with the Securities and Exchange
Commission as Exhibit 10.5 to Registrant's Annual Report on Form 10-K for
the year ended September 30, 1993, and incorporated herein by reference).

10.8 Deferred Compensation Plan for Non-Employee Directors, effective January
1, 1994 (filed with the Securities and Exchange Commission as Exhibit
10.6 to Registrant's Annual Report on Form 10-K for the year ended
September 30, 1993, and incorporated herein by reference).

10.9 Deferred Compensation Plan for Senior Executives, effective January 1,
1994 (filed with the Securities and Exchange Commission as Exhibit 10.7
to Registrant's Annual Report on Form 10-K for the year ended September
30, 1993, and incorporated herein by reference).

10.10 Form of Indemnification Agreement entered into between the Registrant and
certain former Directors and certain former and current officers of the
Registrant and its subsidiaries (filed with the Securities and Exchange
Commission on June 11, 1987 as Exhibit 10 to Registrant's Registration
Statement on Form S-3 (file No. 33-14996), and incorporated herein by
reference).

10.11 Agreement, dated as of June 30, 1995, between the Registrant and
Frederick M.Gutterson (filed with the Securities and Exchange Commission
as Exhibit 10.12 to Registrant's Annual Report on Form 10-K for the year
ended September 30, 1996, and incorporated herein by reference).

10.12 Individual Pension Agreement, dated as of July 1, 1994, between the
Registrant and Lewis Rubin (filed with the Securities and Exchange
Commission as Exhibit 10.1 to Registrant's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1994, and incorporated herein by
reference).

10.13 Economic Profit Incentive Plan, filed herewith.

10.14 Severance Agreement, dated as of December 8, 1997, between the Registrant
and Lewis Rubin, filed herewith.

10.15 Severance Agreement, dated as of December 8, 1997, between the Registrant
and William H. Franz, filed herewith.

10.16 Severance Agreement, dated as of December 8, 1997, between the Registrant
and Michael J. Soja, filed herewith.

10.17 Severance Agreement, dated as of December 8, 1997, between the Registrant
and Michael K. Fox, filed herewith.

10.18 Agreement, dated as of December 1994, between Matson Leasing Company,
Inc. and Frederick M. Gutterson, assumed by XTRA, Inc. as of June 30,
1995, filed herewith.

10.19 Form of Severance Agreement entered into between the Registrant and
certain officers of the Registrant, filed herewith.

11.1 Statement re: computation of per share earnings.

11.2 Statement re: Calculation of Weighted Average Shares Outstanding.

12.1 Statement re: computation of ratios (XTRA Corporation).

12.2 Statement re: computation of ratios (XTRA, Inc.).

13.1 Five Year Selected Financial Data.

13.2 Management's Discussion and Analysis of Financial Condition and Results
of Operations for the Three Years Ended September 30, 1997 (not covered
by the Report of Independent Public Accountants).

13.3 XTRA Corporation and Subsidiaries Consolidated Financial Statements.

21 Subsidiaries of Registrant.

23 Consent of Independent Public Accountants.

27 Financial Data Schedule.