
                                                    EXHIBIT 13

                       GATX REVIEW OF FINANCIAL OPERATIONS
                        GATX Corporation and Subsidiaries


                                       28
      Reports of GATX Management and of Ernst & Young, Independent Auditors

                                       29
      Management Discussion and Analysis (Continued on pages 37, 39 and 41)

                                       32
                       Financial Data of Business Segments

                                       36
            Statements of Consolidated Income and Reinvested Earnings

                                       38
                           Consolidated Balance Sheets

                                       40
                      Statements of Consolidated Cash Flows

                                       43
                   Notes to Consolidated Financial Statements

                                       59
   Quarterly Results of Operations (Unaudited) and Common and Preferred Stock
Information

                                       60
                             Selected Financial Data

                                       62
           Prior Year's Management Discussion of Operations:  1992-91
                                                                               


                                BUSINESS SEGMENTS

        The following summary describes GATX's current business segments:

                         RAILCAR LEASING AND MANAGEMENT
represents General American Transportation Corporation and its foreign
affiliate (Transportation), which lease and manage tank cars and other
specialized railcars.

                               FINANCIAL SERVICES
   represents GATX Financial Services, which through its principal subsidiary
    GATX Capital Corporation as well as its subsidiaries and joint ventures,
arranges and services the financing of equipment and other capital assets on a
world-wide basis.

                             TERMINALS AND PIPELINES
 represents GATX Terminals Corporation and its domestic and foreign
subsidiaries and affiliates, which own and operate tank storage terminals,
pipelines and related facilities.

                              GREAT LAKES SHIPPING
   represents American Steamship Company (ASC), which operates self-unloading
vessels on the Great Lakes.

                            LOGISTICS AND WAREHOUSING
  represents GATX Logistics, Inc. (Logistics), which provides distribution and
logistics support services, warehousing facilities, and related real estate
services throughout North America.

                                       27
<PAGE>
                            REPORT OF GATX MANAGEMENT
                        GATX Corporation and Subsidiaries




To Our Shareholders:

The management of GATX Corporation has prepared the accompanying consolidated
financial statements and related information included in this 1993 Annual Report
to Shareholders, and management has the primary responsibility for the integrity
of this information.

The financial statements have been audited by the company's independent
auditors, whose report thereon appears on this page.  Their role is to form an
independent opinion as to the fairness with which such statements present the
financial position of the company and the results of its operations.

GATX maintains a system of internal accounting controls which is designed to
provide reasonable assurance as to the reliability of its financial records and
the protection of its shareholders' assets.  The concept of reasonable assurance
is based on the recognition that the cost of a system of internal control should
not exceed the related benefits.  Management believes the company's system
provides this appropriate balance in all material respects.

GATX's system of internal controls is further augmented by an audit committee
composed of directors who are not officers or employees of GATX, which meets
regularly throughout the year with management, the independent auditors and the
internal auditors; an internal audit program that includes prompt, responsive
action by management; and the annual audit of the company's financial statements
by independent auditors.



    /S/James J. Glasser
- -----------------------------------
       James J. Glasser
Chairman of the Board, President
  and Chief Executive Officer

/S/John F. Chlebowski, Jr.
- -----------------------------------
  John F. Chlebowski, Jr.
Vice President, Finance and
  Chief Financial Officer

    /S/Ralph L. O'Hara
- -----------------------------------
       Ralph L. O'Hara
        Controller and
   Chief Accounting Officer 




                  REPORT OF ERNST & YOUNG, INDEPENDENT AUDITORS




To the Shareholders and
Board of Directors of
GATX Corporation:

We have audited the accompanying consolidated balance sheets of GATX Corporation
and subsidiaries as of December 31, 1993 and 1992, and the related statements of
consolidated income and reinvested earnings and consolidated cash flows for each
of the three years in the period ended December 31, 1993.  These financial
statements are the responsibility of the company's management.  Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation. 
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of GATX Corporation
and subsidiaries as of December 31, 1993 and 1992, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1993, in conformity with generally accepted accounting principles.

As discussed in the notes to the consolidated financial statements, in 1992 the
Company changed its method of accounting for postretirement benefits other than
pensions and income taxes.

                                                    ERNST & YOUNG


Chicago, Illinois
January 25, 1994

                                       28
<PAGE>
                       MANAGEMENT DISCUSSION AND ANALYSIS
                        GATX Corporation and Subsidiaries


GATX reported net income of $73 million or $2.99 per common share for the year
ended December 31, 1993 compared to a net loss of $17 million or $1.53 per
common share for 1992.  Overall, operating income improved in 1993 compared to
1992 due to better results at Transportation and Terminals, and higher
dispositions gains and a lower loss provision at Financial Services.  The
comparison between years is impacted by the Federal tax rate increase in 1993
and the adoption of two accounting pronouncements in 1992.  The 1992 loss was
due to the adoption of two accounting pronouncements which resulted in a one-
time non-cash net accounting charge of $46 million and the recording of a $37
million aftertax special provision to the loss reserve reflecting the continued
deterioration in the freighter aircraft and real estate portfolios.  Before the
cumulative effect of the accounting changes, 1992 earnings were $29 million or
$.82 per common share.  Despite the continuing strength in its operations, GATX
has not seen any substantial improvements in the overall economic environment
for its businesses.

GATX's return on common equity for 1993 was 14.6%.  The improvement from 1992's
return of 3.6% before the cumulative effect of the accounting changes was due to
the combined effects of higher earnings and lower average equity.  

As a result of new tax legislation which increased the federal income tax rate
from 34% to 35% retroactively to January 1, 1993, net income for 1993 included
an increase to income taxes of $7 million for the cumulative increase in
deferred income taxes and a $1 million increase for the current year.  The
impact of the tax rate change by segment is shown in a table on page 33.

In 1992, GATX adopted Statement of Financial Accounting Standards (SFAS) No. 106
and SFAS No. 109.  SFAS No. 106 changed the method of accounting for
postretirement benefits from the pay-as-you-go method to the accrual basis. 
SFAS No. 109 revised the method of accounting for deferred income taxes to the
liability method.  The adjustments for the adoption of these statements are
shown by segment in a table on page 33.  The following discussion addresses 1992
income before the impact of these accounting changes.  In addition, 1993 income
from operations is discussed before the impact of the tax rate change.

The comparative performance for 1992 versus 1991 is discussed in the prior
year's management discussion on pages 62 and 63 of this report.

RAILCAR LEASING AND MANAGEMENT

Transportation's gross income of $302 million increased $13 million from 1992. 
Rental revenues increased 4% attributable to an average of 940 additional cars
on lease and higher average rental rates.  The increased level of additions to
the fleet was in anticipation of increased demand for new tank cars. 
Transportation had approximately 51,900 railcars on lease at December 31, 1993
compared to 50,100 a year earlier, and fleet utilization improved to 93% from
92% at the end of 1992.

Income from operations of $53 million increased 7% over 1992 as higher revenues
and lower ownership costs were somewhat offset by increased fleet repair
expenses.  Ownership costs, consisting of rental expense, depreciation and
interest, decreased slightly despite an increased fleet size due to lower
interest rates, debt refinancings and interest rate swaps which were executed to
more closely match Transportation's debt with the railcar lease terms.  Earnings
for 1992 reflect a $1 million pretax charge related to refinancing equipment
trust certificates at favorable rates.

Fleet repair costs increased 9% from last year reflecting higher volumes as a
result of regulatory and customer requirements.  Operating margins decreased
slightly as the increase in fleet repair costs exceeded the growth in revenues. 
The pressure on operating margins is expected to continue as Transportation's
own commitment to provide its customers with well maintained railcars coupled
with stricter maintenance standards in the industry and increased work required
as a result of mandated inspection programs continue to increase repair costs. 
The project to upgrade the company's repair facilities is intended to control
costs by improving the efficiency and productivity of the repair process for the
company's railcars.

                                       29
<PAGE>
                 MANAGEMENT DISCUSSION AND ANALYSIS (Continued)
                        GATX Corporation and Subsidiaries


FINANCIAL SERVICES

Financial Services' gross income of $204 million exceeded the prior year by $26
million primarily due to higher disposition gains.  Pretax disposition gains,
which do not fall evenly period to period, were $44 million for 1993 compared to
$22 million in 1992.  Disposition gains for 1993 included a $17 million gain
from an insurance settlement related to marine equipment.  The balance of the
disposition gains was generated primarily from the sale of rail equipment and
aircraft.  Lease income increased $10 million to an all-time high of $125
million principally due to new lease volume in 1993 of approximately $200
million.  These increases were partially offset by lower fee and interest
income.  Fee income decreased $5 million due to changes in the international
markets.  The decrease in interest income of $2 million corresponds to the
decrease in the secured loan portfolio.  

Income from operations was $24 million compared to a loss of $17 million in
1992.  The substantial earnings improvement was principally attributable to the
special loss provision recorded in 1992 and the higher level of disposition
gains recorded in 1993.  The loss provision for 1993 was $29 million compared to
$81 million in 1992, which included a $60 million special provision to the loss
reserve reflecting the continued deterioration in the freighter aircraft and
real estate portfolios.  The current year provision reflects continuing concern
relating to the values of certain aircraft types.  The loss reserve at year end
was $88 million or 6.9% of portfolio investments.  Interest expense decreased $7
million from last year due to lower interest rates and lower average debt
outstanding.  Operating lease expense increased $13 million due to the increased
level of operating lease investment and accelerated aircraft depreciation. 
Equity in net earnings of affiliated companies of $5 million in 1993 decreased
$3 million from 1992 primarily due to less income from technology joint ventures
and a gain on the sale of a real estate joint venture included in 1992.

Although overcapacity in nearly all types of aircraft is being slowly absorbed,
near-term aircraft demand should remain weak.  New aircraft production rates are
being lowered and older aircraft are forecasted to be retired at higher than
historical rates.  This bodes well for aircraft leasing in the long term.  In
addition, real estate continues to be depressed, although some liquidity has
returned to the market.

TERMINALS AND PIPELINES

Terminals' gross income of $281 million increased $15 million from 1992
reflecting continuing strong demand for tanks and blending services at domestic
petroleum terminals.  Capacity utilization at Terminals' wholly-owned facilities
was 92% at year end, up from 91% a year ago.  Throughput from these facilities
of 635 million barrels was down 4 million barrels from 1992 reflecting changes
in the operating pattern of certain customers.

Terminals' income from operations of $29 million increased 24% from the prior
year.  Higher revenues, reduced interest expense reflecting lower interest rates
and debt refinancings, and improved margins were partially offset by higher SG&A
expense and decreased earnings at foreign affiliates.  Even though revenues
increased, operating costs were flat with 1992 due to cost controls resulting in
improved operating margins.  However, ongoing maintenance spending is expected
to continue to grow in keeping with GATX's commitment to operate environmentally
responsible facilities.  SG&A costs increased 18% due to higher relocation,
consulting, and information systems costs.  Equity in net earnings of Terminals'
foreign affiliates of $10 million decreased $2 million from 1992 reflecting the
weak economies in Europe and Japan.  Terminals' consolidated earnings in 1992
were negatively affected by $2 million of pretax charges relating to the
recognition of debt issuance costs and call premiums associated with debt
refinancings at favorable terms and interest rates.

                                       30
<PAGE>
                 MANAGEMENT DISCUSSION AND ANALYSIS (Continued)
                        GATX Corporation and Subsidiaries


GREAT LAKES SHIPPING

American Steamship Company's gross income of $81 million increased $2 million
over 1992 as the result of the sale of a bankruptcy claim.  Tonnage carried in
1993 of 24.4 million tons increased slightly from the prior year's 23.9 million
tons in response to high steel production and late season operations to meet
customers' winter inventory requirements.  However, the Great Lakes shipping
industry continued to be faced with excess capacity, which resulted in
aggressive rate competition.  As a result, freight revenue per ton decreased
slightly from 1992 reflecting the competitive rate pressure on new contracts,
particularly from steel industry customers.  ASC has responded to downward rate
pressure by securing extensions to freight agreements and increasing tonnage
commitments.  This downward pressure on rates is expected to continue in the
near term.

Income from operations of $7 million increased $1 million over the prior year
primarily reflecting the sale of the bankruptcy claim and the refinancing of
debt.  Operating margins decreased slightly from 1992 as the reduction in rates
was largely offset by a reduction in operating costs due to lower costs for fuel
and maintenance and repairs.

The economic climate of the Great Lakes region showed moderate signs of
improvement.  ASC's stone deliveries showed a significant volume increase during
the year and should remain firm in 1994.  The Eastern coal market should
stabilize in 1994 following the late settlement of the seven month United Mine
Workers strike.  The outlook on finished steel prices remains promising, which
should keep shipments of iron ore at a steady pace.

LOGISTICS AND WAREHOUSING

GATX Logistics' gross income of $224 million increased $12 million over 1992 due
to increased volumes and new customers.  Total square footage of warehousing
space increased over a year ago to 22 million square feet reflecting greater
demand by customers for space.  Space utilization was 94% at the end of 1993
compared to 90% a year ago.  However, empty space continues to be a problem in
certain regions of the country.

Logistics' net income was $.1 million in 1993 compared to $.9 million in 1992. 
The decrease from 1992 reflects increased systems costs, decreased labor
efficiencies, and lower contribution margins as continuing margin pressure and
the competitive environment are limiting operating profits.  Certain
transportation operations continue to perform at unacceptable levels; actions
being taken include rate increases and fleet downsizing.

Logistics is currently in the process of identifying and establishing priorities
for service offerings that will better position the company for contract
business in the future to improve profitability.

CORPORATE AND OTHER

Corporate and Other net expense was $31 million compared to $34 million in 1992.
The primary reason for the improvement in 1993 was the result of an additional
tax provision of $4 million recorded in 1992 associated with the liquidation of
a foreign finance subsidiary, the gain in 1993 on the sale of an insurance
investment, and reduced interest expense due to lower interest rates and debt
refinanings.  These were partially offset by legal expenses regarding a
shareholder suit which GATX believes is without merit and is defending
vigorously.

The management discussion and analysis of the financial statements is continued
on pages 37, 39 and 41.

                                       31
<PAGE>
                       FINANCIAL DATA OF BUSINESS SEGMENTS
                        GATX Corporation and Subsidiaires


GATX provides services to a variety of capital goods markets through five
principal business segments.  The financial data which are presented on this and
the following three pages depict the profitability, financial position, and cash
flow of each of GATX's business segments.

The presentation of segment profitability includes the direct costs incurred at
the segment's operating level plus expenses allocated by the parent company. 
Allocated expenses represent costs which these operations would have incurred
otherwise, but do not include general corporate expense or interest on debt of
the parent company.  Interest costs associated with segment indebtedness are
included in the determination of profitability of each segment since interest
expense directly influences any investment decision and the evaluation of
subsequent operational performance.  Interest expense by segment has been shown
separately on page 35 to enable the reader to ascertain segment profitability
before deducting interest expense.


SEGMENT PROFITABILITY (In Millions):
<TABLE>
<CAPTION>
GROSS INCOME                   1993      1992      1991      1990      1989
<S>                           <C>      <C>       <C>       <C>       <C>
Railcar Leasing and Management$ 302.2  $  289.3  $  285.3  $  279.4  $  261.2
Financial Services              204.0     177.7     205.6     184.5     165.8
Terminals and Pipelines         281.1     266.5     249.7     229.7     181.1
Great Lakes Shipping             80.6      78.7      76.0      79.3      73.7
Logistics and Warehousing       224.4     212.2     174.0      98.1      23.5
                               ------    ------    ------     -----     -----
  Subtotal                    1,092.3   1,024.4     990.6     871.0     705.3
Corporate and Other              (5.4)     (5.3)     (1.5)      (.6)     (3.6)
                               ------    ------    ------     -----     -----

  Total Consolidated Amounts $1,086.9  $1,019.1  $  989.1  $  870.4  $  701.7
</TABLE>
<TABLE>
<CAPTION>
INCOME BEFORE INCOME TAXES, EQUITY
  IN NET EARNINGS OF AFFILIATED 
  COMPANIES AND CUMULATIVE
  EFFECT OF ACCOUNTING CHANGES 1993      1992      1991      1990      1989
<S>                           <C>      <C>       <C>       <C>       <C>
Railcar Leasing and Management$  74.4  $   68.4  $   73.6  $   75.3  $   73.1
Financial Services               34.5     (38.9)     35.6      50.3      48.2
Terminals and Pipelines          30.2      19.8      14.9      19.4      30.4
Great Lakes Shipping             10.2       9.3       8.6       6.7       4.0
Logistics and Warehousing         2.5       3.8        .5        .5       1.0 
                               ------    ------    ------     -----     -----
  Subtotal                      151.8      62.4     133.2     152.2     156.7

Corporate and Other:
  Selling, general and
    administrative expense      (22.9)    (18.9)    (14.4)    (16.2)    (17.8)
  Interest expense              (18.4)    (23.4)    (24.8)    (32.5)    (45.0)
  Other, net                     (6.1)     (5.2)     (1.9)       .3      (1.9)
                               ------    ------    ------     -----     -----
  Subtotal                      (47.4)    (47.5)    (41.1)    (48.4)    (64.7)
                               ------    ------    ------     -----     -----

  Total Consolidated Amounts  $  104.4 $   14.9  $   92.1  $  103.8  $   92.0
</TABLE>
<TABLE>
<CAPTION>
EQUITY IN NET EARNINGS
  OF AFFILIATED COMPANIES      1993      1992      1991      1990      1989
<S>                           <C>      <C>       <C>       <C>       <C>
Railcar Leasing and Management$   4.5  $    4.5  $    4.5  $    4.2  $    3.7
Financial Services                5.1       7.7       9.5       2.6       1.2
Terminals and Pipelines          10.1      11.8      10.2       7.6       4.3
                               ------    ------    ------     -----     -----

  Total Consolidated Amounts  $  19.7 $    24.0  $   24.2  $   14.4  $    9.2
</TABLE>
<TABLE>
<CAPTION>
INCOME BEFORE CUMULATIVE
  EFFECT OF ACCOUNTING CHANGES  1993(A) 1992(B)      1991      1990      1989
                               ------    ------    ------     -----     -----
<S>                           <C>      <C>       <C>       <C>       <C>
Railcar Leasing and Management$  47.6  $   49.4  $   55.2  $   57.2  $   53.0
Financial Services               21.5     (16.7)     28.5      31.6      27.5
Terminals and Pipelines          26.5      23.4      19.0      19.4      23.8
Great Lakes Shipping              6.8       6.2       6.3       4.0       2.6
Logistics and Warehousing          .1        .9       (.7)      (.4)       .4 
                               ------    ------    ------     -----     -----
  Subtotal                      102.5      63.2     108.3     111.8     107.3
Corporate and Other             (29.8)    (33.9)    (25.6)    (28.9)    (41.6)
                               ------    ------    ------     -----     -----

  Total Consolidated Amounts  $  72.7  $   29.3  $   82.7  $   82.9  $   65.7
<FN>
(A) Income has been reduced by $8.5 million as a result of a change in the
    federal tax rate (see following table for breakdown by segment).
(B) Income was further reduced by $45.8 million for the cumulative effect of
    accounting changes resulting in a net loss of $16.5 million (see following
    table for breakdown by segment).
</FN>
</TABLE>
                                       32
<PAGE>
                 FINANCIAL DATA OF BUSINESS SEGMENTS (Continued)
                        GATX Corporation and Subsidiaries


FEDERAL TAX RATE CHANGE IN 1993

The following table shows the effect of the federal tax legislation enacted in
1993 which increased the federal income tax rate from 34% to 35% retroactively
to January 1, 1993.  The income (loss) amounts for 1992 are shown before the
cumulative effect of accounting changes (SFAS No. 106 and No. 109) for
comparative purposes to 1993 income (loss) before tax rate change.
<TABLE>
<CAPTION>
                                                            Income (Loss)
                                                            Before
                                                            Cumulative
                              Income (Loss) Tax     Net     Effect of   Net
                              Before Tax    Rate    Income  Accounting  Income 
                              Rate Change   Change  (Loss)  Changes     (Loss)

In Millions, Except Per Share Data-------------1993--------------------1992-------
<S>                           <C>         <C>     <C>      <C>        <C>
Railcar Leasing and Management$ 52.7      $(5.1)  $ 47.6   $ 49.4     $ 55.6
Financial Services              23.6       (2.1)    21.5    (16.7)      (7.2)
Terminals and Pipelines         29.1       (2.6)    26.5     23.4       18.7
Great Lakes Shipping             6.8        -        6.8      6.2        2.0
Logistics and Warehousing         .1        -         .1       .9         .9
                              ------     ------   ------    -----      -----

Subtotal                       112.3       (9.8)   102.5     63.2       70.0

Corporate and Other            (31.1)       1.3    (29.8)   (33.9)     (86.5)
                                ----        ---     ----     ----       ----

Total Consolidated Amounts    $ 81.2      $(8.5)  $ 72.7   $ 29.3     $(16.5)



Income (Loss)
  Per Common Share            $ 3.42      $(.43)  $ 2.99   $  .82     $(1.53)
</TABLE>



ACCOUNTING CHANGES IN 1992
<TABLE>
The effect in 1992 of adopting SFAS No. 106 and No. 109 on net income for each
of GATX's segments is displayed below:

<CAPTION>
                             Income (Loss)  Cumulative Effect of
                             Before           Accounting Changes  
                             Cumulative     SFAS 106
                             Effect of      Post-      SFAS 109 Net
                             Accounting     Retirement Income   Income
                             Changes        Benefits   Taxes    (Loss)

In Millions,
  Except Per Share Data      ----------------------1992----------------------

<S>                           <C>          <C>         <C>      <C>
Railcar Leasing and Management$ 49.4       $(32.5)     $ 38.7   $ 55.6
Financial Services             (16.7)         (.6)       10.1     (7.2)
Terminals and Pipelines         23.4         (7.7)        3.0     18.7
Great Lakes Shipping             6.2         (1.0)       (3.2)     2.0
Logistics and Warehousing         .9           -           -        .9
                                ----         ----        ----     ----


Subtotal                        63.2        (41.8)       48.6     70.0

Corporate and Other            (33.9)       (13.7)      (38.9)   (86.5)
                                ----         ----        ----     ----


Total Consolidated Amounts    $ 29.3       $(55.5)     $  9.7   $(16.5)



Income (Loss)
  Per Common Share            $  .82       $(2.85)     $  .50   $(1.53)
</TABLE>
                                       33
<PAGE>
                 FINANCIAL DATA OF BUSINESS SEGMENTS (Continued)
                        GATX Corporation and Subsidiaries

The financial position data below present the identifiable asset base of each of
GATX's business segments and the degree to which such assets have been financed
with external sources of capital.  GATX utilizes additional assets which are
obtained through off-balance-sheet operating leases and therefore are not
included in identifiable assets.

FINANCIAL POSITION (In Millions):
<TABLE>
<CAPTION>
Identifiable
Assets                         1993      1992      1991      1990      1989
<S>                           <C>      <C>       <C>       <C>       <C>
Railcar Leasing and Management$1,701.0 $1,694.7  $1,678.3  $1,695.1  $1,577.4
Financial Services             1,240.1  1,320.0   1,366.0   1,158.5   1,026.1
Terminals and Pipelines          872.5    816.2     781.7     727.7     521.7
Great Lakes Shipping             194.5    204.8     199.8     205.5     207.6
Logistics and Warehousing        172.8    165.2     189.0     140.7     103.6
                                ------    -----     -----    ------    ------

    Subtotal                   4,180.9  4,200.9   4,214.8   3,927.5   3,436.4

Corporate and Other               25.0     27.3      32.7      29.4     118.8
Intersegment Amounts            (813.8)  (801.9)   (733.3)   (647.2)   (495.1)
                                ------    -----     -----    ------    ------

  Total Consolidated Amounts  $3,392.1 $3,426.3  $3,514.2  $3,309.7  $3,060.1
</TABLE>
<TABLE>
<CAPTION>
Long-Term Debt
and Capital Lease Obligations  1993      1992      1991      1990      1989
<S>                           <C>      <C>       <C>       <C>       <C>
Railcar Leasing and Management$  744.8 $  744.1  $  829.3  $  895.0  $  780.2
Financial Services               715.3    728.4     689.2     542.5     406.3
Terminals and Pipelines          422.8    389.0     392.3     400.4     236.7
Great Lakes Shipping             122.6    127.1     131.6     136.4     140.5
Logistics and Warehousing         17.1     10.3      29.9      20.1       5.2
                               ------     -----     -----    ------    ------

    Subtotal                   2,022.6  1,998.9   2,072.3   1,994.4   1,568.9

Intersegment Amounts            (308.8)  (274.3)   (273.8)   (279.3)   (112.7)
                                ------    -----     -----    ------    ------

  Total Consolidated Amounts  $1,713.8 $1,724.6  $1,798.5  $1,715.1  $1,456.2
</TABLE>
<TABLE>
<CAPTION>
Deferred Income
Taxes (Benefit)                1993      1992      1991      1990      1989
<S>                           <C>      <C>       <C>       <C>       <C>
Railcar Leasing and Management$  181.0 $  175.1  $  235.6  $  236.1  $  238.8
Financial Services                (7.1)    (7.8)     10.1       7.5      11.8
Terminals and Pipelines           87.0     76.8      70.5      57.4      69.1
Great Lakes Shipping               6.8      4.5      (2.6)     (4.5)     (4.8)
Logistics and Warehousing           .8      (.1)      -         1.2       1.3
                                ------     -----     -----    ------    ------

    Subtotal                     268.5    248.5     313.6     297.7     316.2

Corporate and Other              (20.3)   (14.4)    (10.0)     31.8      44.0
                                ------     -----     -----    ------    ------

  Total Consolidated Amounts  $  248.2 $  234.1  $  303.6  $  329.5  $  360.2
</TABLE>

Major components of GATX's cash flow are shown in the following tabular data. 
GATX's cash flow from operations and portfolio proceeds has been strong over the
five-year period as a result of the long-lived asset base on which GATX has
built its service-oriented businesses.  Portfolio proceeds represent the
proceeds from dispositions and the return of principal on Financial Services'
investments.  Net cash provided by operating activities includes net income as
adjusted for non-cash items which principally consists of the provisions for
depreciation and amortization, deferred income taxes and provision for possible
losses.


ITEMS AFFECTING CASH FLOW (In Millions):
<TABLE>
<CAPTION>
Cash From Operations
and Portfolio Proceeds         1993      1992      1991      1990      1989
<S>                           <C>       <C>       <C>       <C>       <C>
Net cash provided by 
  operating activities        $  229.6  $  211.3  $  202.4  $  164.1  $  174.9
Portfolio proceeds               243.4     155.0     207.0     240.3     183.0
                                ------     -----     -----    ------    ------

  Total Consolidated Amounts  $  473.0  $  366.3  $  409.4  $  404.4  $  357.9
</TABLE>
<TABLE>
<CAPTION>
Net Cash Provided
By Operating Activities        1993      1992      1991      1990      1989
<S>                           <C>      <C>       <C>       <C>       <C>
Railcar Leasing and Management$  136.5 $  108.7  $  114.1  $  129.0  $  123.7
Financial Services                33.0     45.8      52.3       1.6      34.5
Terminals and Pipelines           71.2     82.4      64.2      54.7      48.3
Great Lakes Shipping              11.4     17.6      11.7      10.4      12.3
Logistics and Warehousing          4.9     14.5       6.7     (10.7)       .7
                                ------     -----     -----    ------    ------

    Subtotal                     257.0     269.0     249.0     185.0     219.5

Corporate and Other              (27.4)    (57.7)    (46.6)    (20.9)    (44.6)
                                ------     -----     -----    ------    ------

  Total Consolidated Amounts  $  229.6  $  211.3  $  202.4  $  164.1  $  174.9
</TABLE>
                                       34
<PAGE>
                 FINANCIAL DATA OF BUSINESS SEGMENTS (Continued)
                        GATX Corporation and Subsidiaries
<TABLE>
<CAPTION>
Provision For
Depreciation and Amortization  1993      1992      1991      1990      1989
<S>                           <C>      <C>       <C>       <C>       <C>
Railcar Leasing and Management$   63.9 $   62.6  $   62.2  $   62.5  $   58.4
Financial Services                29.5     21.1      15.5       8.8       8.0
Terminals and Pipelines           41.0     38.6      35.8      32.7      23.6
Great Lakes Shipping               5.6      5.6       5.6       6.2       6.4
Logistics and Warehousing         10.2     10.1       8.2       4.8       1.0
                                ------    -----     -----    ------    ------

    Subtotal                     150.2    138.0     127.3     115.0      97.4

Corporate and Other                 .5       .3        .4        .4        .4
                                ------    -----     -----    ------    ------

  Total Consolidated Amounts  $  150.7 $  138.3  $  127.7  $  115.4  $   97.8
</TABLE>
<TABLE>
<CAPTION>
Capital Additions              1993      1992      1991      1990      1989
<S>                           <C>      <C>       <C>       <C>       <C>
Railcar Leasing and Management$ 195.3  $  116.6  $  102.4  $   96.5  $  153.5
Financial Services              302.1     178.0     367.9     462.2     331.1
Terminals and Pipelines          77.8      76.2      85.1     204.8      80.1
Great Lakes Shipping               .1        .6       2.5       -          .3
Logistics and Warehousing        14.1      16.0      53.0      27.5       1.4
                               ------     -----     -----    ------    ------

  Subtotal                      589.4     387.4     610.9     791.0     566.4

Corporate and Other               7.0        .1        .1        .2        .6
                               ------     -----     -----    ------    ------

  Total Consolidated Amounts  $ 596.4  $  387.5  $  611.0  $  791.2  $  567.0
</TABLE>
<TABLE>
<CAPTION>
Interest Expense               1993      1992      1991      1990      1989
<S>                           <C>      <C>       <C>       <C>       <C>
Railcar Leasing and Management$  69.6  $   87.3  $   92.3  $   96.0  $   82.9
Financial Services               65.4      71.9      71.4      56.3      53.5
Terminals and Pipelines          39.0      40.3      38.9      34.5      19.5
Great Lakes Shipping              9.2       9.5       9.9      10.2      10.5
Logistics and Warehousing          .7       1.7       2.1       1.1        .1
                               ------    ------    ------    ------    ------

  Subtotal                      183.9     210.7     214.6     198.1     166.5

Corporate and Other              18.4      23.4      24.8      32.6      45.0
Intersegment Amounts            (50.5)    (58.0)    (57.5)    (60.5)    (52.3)
                               ------    ------    ------    ------    ------

  Total Consolidated Amounts  $ 151.8  $  176.1  $  181.9  $  170.2  $  159.2
</TABLE>
<TABLE>
<CAPTION>
Long-Term Debt and Capital
Lease Obligation Maturities    1994      1995      1996      1997      1998
<S>                           <C>      <C>       <C>       <C>       <C>
Railcar Leasing and Management$  44.6  $   95.7  $   55.4  $   60.6  $   70.2
Financial Services               76.8     114.3     113.5      91.1      81.7
Terminals and Pipelines           6.9       2.8       2.8       2.6       2.6
Great Lakes Shipping              4.8       5.0       5.6       6.7       5.5
Logistics and Warehousing          .5        .4        .4        .4        .2


  Total Consolidated Amounts  $ 133.6  $  218.2  $  177.7  $  161.4  $  160.2
</TABLE>
                                       35
<PAGE>
<TABLE>
            STATEMENTS OF CONSOLIDATED INCOME AND REINVESTED EARNINGS
                        GATX Corporation and Subsidiaires
<CAPTION>
GATX Corporation and Subsidiaries
In Millions Except Per Share Data/Year Ended December 31  1993          1992       1991


<S>                                                   <C>           <C>          <C>
GROSS INCOME                                          $1,086.9      $1,019.1     $989.1


COSTS AND EXPENSES
 Operating expenses                                      527.6        493.0       433.3
 Interest                                                151.8        176.1       181.9
 Provision for depreciation
   and amortization                                      150.7        138.3       127.7
 Provision for possible losses                            29.6         82.5        40.6
 Selling, general and administrative                     122.8        114.3       113.5
                                                        ------       ------      ------
                                                         982.5      1,004.2       897.0
                                                        ------       ------      ------


INCOME BEFORE INCOME TAXES, EQUITY
  IN NET EARNINGS OF AFFILIATED COMPANIES,
  AND CUMULATIVE EFFECT OF ACCOUNTING CHANGES            104.4         14.9        92.1

INCOME TAXES - NOTE J                                     51.4          9.6        33.6
                                                        ------       ------      ------

INCOME BEFORE EQUITY IN NET 
  EARNINGS OF AFFILIATED COMPANIES AND
  CUMULATIVE EFFECT OF ACCOUNTING CHANGES                 53.0          5.3        58.5

EQUITY IN NET EARNINGS
  OF AFFILIATED COMPANIES - NOTES D AND E                 19.7         24.0        24.2
                                                        ------       ------      ------

INCOME BEFORE CUMULATIVE
  EFFECT OF ACCOUNTING CHANGES                            72.7         29.3        82.7

CUMULATIVE EFFECT OF
  ACCOUNTING CHANGES - NOTES I AND J                         -        (45.8)        -


NET INCOME (LOSS)                                         72.7        (16.5)       82.7


Reinvested earnings at beginning of year                 273.1        328.2       282.0
Dividends declared on
 Common and Preferred Stock                              (40.7)       (38.6)      (36.5)
                                                         ------       ------      ------
REINVESTED EARNINGS AT END OF YEAR                    $  305.1     $  273.1    $  328.2
                                                         ======      ======      ======


                                                                                 
    

PER SHARE DATA - NOTE A
  Income before cumulative
    effect of accounting changes                       $  2.99     $    .82   $    3.56
  Cumulative effect of accounting changes                    -        (2.35)            -
                                                        ------       ------      ------
  Net Income (Loss)                                    $  2.99     $  (1.53)  $    3.56
                                                                                 
    
 Net income (loss), assuming full dilution             $  2.99     $  (1.53)  $    3.51
 Dividends declared per common share                      1.40         1.30        1.20
 Dividends declared per $2.50 Cumulative
   Preferred share                                        2.50         2.50        2.50
 Dividends declared per $3.875
   Cumulative Preferred share                            3.875        3.875       3.875
 Average number of common shares and,
   in 1991, common share equivalents                19,894,000   19,441,000  19,506,000
                                                                                 
    
</TABLE>
See Notes to Consolidated Financial Statements.

                                       36
<PAGE>
                   MANAGEMENT DISCUSSION & ANALYSIS OF INCOME
                        GATX Corporation and Subsidiaries


GROSS INCOME of $1.1 billion exceeded the prior year by $68 million, or 7%.  The
increase was generated by increased railcar and terminal rental income and
logistics revenue.  Further, portfolio disposition gains increased $22 million
and included a $17 million gain from an insurance settlement.

OPERATING EXPENSES of $528 million increased $35 million due to higher railcar
repair costs, and information systems expenses and the costs of servicing new
customers at Logistics.  In addition, operating lease expenses increased due to
the increased level of operating lease assets.  Transportation continues to
utilize sale leasebacks to finance its railcar additions.  The leaseback is
recorded as an operating lease which removes the asset and related liability
from the balance sheet; the payments under the operating leases are recorded as
operating lease expense.

INTEREST EXPENSE decreased $24 million due to lower interest rates, the full-
year effect of the 1992 refinancings at lower rates, and the effect of interest
rate swaps.  A portion of the decrease in interest expense is offset by the
increase in the operating lease rent component of operating expenses as a result
of the sale leasebacks.

During 1993, GATX implemented the findings of an asset liability management
study at Transportation which affirmed the correlation between certain railcar
lease rates and interest rates.  As a result, interest rate swaps were entered
into to better match the maturity of the debt portfolio to the terms of the
railcar leases.  This program will be managed on an ongoing basis.

DEPRECIATION AND AMORTIZATION EXPENSE increased $12 million from last year due
to capital additions and increased aircraft depreciation.

THE PROVISION FOR POSSIBLE LOSSES of $30 million, which is almost entirely
attributable to Financial Services, is $53 million less than the prior year's
provision.  In 1992, a $60 million special provision to the loss reserve was
recorded, reflecting the continued deterioration in the freighter aircraft and
real estate portfolios.  The current year provision reflects continuing concern
relating to values of certain aircraft types.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES increased $9 million primarily due
to increased compensation costs, increased employee relocations and consulting
expenses at Terminals, and legal costs at Corporate.

INCOME TAX EXPENSE of $51 million was $42 million higher than 1992 expense
principally due to the increased level of income.  The 1993 federal tax rate
increase from 34% to 35% added a $7 million charge for the cumulative increase
in deferred income taxes and a $1 million charge for the current year's taxes. 
The 1993 effective tax rate of 49% exceeded the statutory rate primarily as the
result of the increase in deferred taxes due to the increased tax rate.  State
taxes, foreign income and nondeductible items also increased the effective tax
rate.  The 1992 effective tax rate of 65% was distorted due to the effect of a
$4 million additional tax provision associated with the liquidation of a foreign
finance subsidiary.   

EQUITY IN NET EARNINGS OF AFFILIATED COMPANIES was $4 million lower than in
1992.  Terminals' equity earnings decreased reflecting the weak economies in
Europe and Japan, partially offset by favorable results at the Singapore
affiliates due to expansion and demand for services.  Financial Services' equity
earnings decreased primarily due to reduced residual values at a technology
joint venture and the inclusion in 1992 earnings of a gain from the sale of a
real estate joint venture.  

THE CUMULATIVE EFFECT OF ACCOUNTING CHANGES caused a $46 million reduction in
1992 net income.  This adjustment resulted from the recording of a one-time non-
cash net accounting charge for postretirement benefits and deferred taxes.  SFAS
No. 106, Employers' Accounting for Postretirement Benefits Other Than Pensions,
requires that certain postretirement benefits, principally health care and life
insurance, be recognized in the financial statements on an accrual basis rather
than on a pay-as-you-go basis.  GATX recorded a one-time charge of $56 million
for the transition obligation related to the implementation of this Standard. 
The principal change resulting from SFAS No. 109, Accounting for Income Taxes,
is the recording of deferred taxes at amounts ultimately considered payable
which resulted in a $10 million favorable reduction of the deferred tax
liability.  

CONSOLIDATED NET INCOME of $73 million in 1993 compared to a net loss of $17
million in 1992 is in part due to improved operating performance in 1993.  The
1992 loss was principally the result of the $46 million net charge for the
cumulative effect of accounting changes and the $37 million aftertax special
provision to the loss reserve.

                                       37
<PAGE>
<TABLE>
                           CONSOLIDATED BALANCE SHEETS
                        GATX Corporation and Subsidiaries

<CAPTION>
GATX Corporation and Subsidiaries
In Millions/December 31                      1993       1992

ASSETS
<S>                                        <C>        <C>
CASH AND CASH EQUIVALENTS                  $   26.2   $   22.9

RECEIVABLES
  Trade accounts                               88.0       76.4
  Finance leases - Note B                     537.0      537.7
  Secured loans - Note C                      226.1      246.0
  Less - Allowance for possible losses        (96.0)    (110.9)
                                             ------     ------
                                              755.1      749.2

PROPERTY, PLANT AND EQUIPMENT - NOTES B AND G
  Railcars and support facilities           1,735.8    1,706.9
  Tank storage terminals and pipelines      1,014.8      949.6
  Great Lakes vessels                         203.4      203.3
  Operating lease investments and other       351.1      357.9
                                             ------     ------
                                            3,305.1    3,217.7
  Less - Allowances for depreciation       (1,342.8)  (1,253.4)
                                             ------     ------
                                            1,962.3    1,964.3

INVESTMENTS IN AFFILIATED COMPANIES - NOTE D  329.1      306.0

OTHER ASSETS                                  319.4      383.9
                                             ------     ------

                                           $3,392.1   $3,426.3
                                             ======     ======
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES, DEFERRED ITEMS AND SHAREHOLDERS' EQUITY
<S>                                        <C>        <C>
ACCOUNTS PAYABLE                           $  190.6   $  150.5

ACCRUED EXPENSES                               53.0       60.3

DEBT - NOTES B, F AND G
  Short-term debt                             226.1      331.4
  Long-term debt                            1,446.5    1,436.6
  Capital lease obligations                   267.3      288.0
                                             ------     ------
                                            1,939.9    2,056.0

DEFERRED INCOME TAXES - NOTE J                248.2      234.1

OTHER DEFERRED ITEMS                          370.5      367.8
                                             ------     ------

    TOTAL LIABILITIES AND DEFERRED ITEMS    2,802.2    2,868.7

SHAREHOLDERS' EQUITY - NOTES F, G, K AND L
  Preferred Stock                               3.4        3.4
  Common Stock                                 14.1       13.9
  Additional capital                          312.4      306.9
  Reinvested earnings                         305.1      273.1
  Cumulative foreign currency
    translation adjustment                      2.0        7.4
                                             ------     ------
                                              637.0      604.7
  Less - Cost of common shares in treasury    (47.1)     (47.1)
                                             ------     ------
    TOTAL SHAREHOLDERS' EQUITY                589.9      557.6
                                             ------     ------

                                           $3,392.1   $3,426.3
                                             ======     ======

</TABLE>
  See Notes to Consolidated Financial Statements.

                                       38
<PAGE>
               MANAGEMENT DISCUSSION & ANALYSIS OF BALANCE SHEETS
                        GATX Corporation and Subsidiaries


TOTAL ASSETS of $3.4 billion decreased slightly from 1992 as the increased level
of capital additions was more than offset by the runoff of the portfolio,
including the high level of asset dispositions during the year, and the sale
leaseback of railcars.

TOTAL RECEIVABLES increased $6 million from the prior year end.  Trade
receivables increased due to the higher level of revenues.  Finance leases
decreased slightly as the normal runoff of the portfolio offset the current year
lease additions.  The secured loan balance decreased $20 million as the proceeds
received on the loan portfolio exceeded new volume.  The allowance for possible
losses decreased $15 million from the prior year end.  Financial Services
provided a $29 million addition to the loss reserve in 1993, which was offset by
$42 million of writedowns, net of recoveries, primarily on aircraft and real
estate.  The allowance for losses remained largely unchanged at the other
subsidiaries.   

PROPERTY, PLANT AND EQUIPMENT increased $87 million.  Transportation invested
$171 million in new and used railcars and $24 million to upgrade its repair
shops, which was partially offset by the sale and leaseback of $138 million of
railcar additions.  Additionally, a $91 million railcar operating lease
portfolio acquisition at Financial Services was financed by a sale leaseback. 
As these leasebacks qualified as operating leases, the assets were removed from
the balance sheet.  Terminals invested $78 million for tank construction and
other modifications and improvements. 

INVESTMENTS IN AFFILIATED COMPANIES increased $23 million.  New investments of
$43 million, primarily in aircraft and technology joint ventures at Financial
Services, plus equity income totaling $20 million were partially offset by $28
million of cash distributions received and $12 million of unrealized translation
losses and write-downs.

OTHER ASSETS decreased $64 million to $319 million.  Assets held for sale or
lease at Financial Services decreased $62 million to a balance of $57 million
primarily due to the sale of certain real estate properties and the write-down
of other real estate and aircraft assets.  

ACCOUNTS PAYABLE increased $40 million due to the accruals related to delayed
payment terms on a railcar purchase plus an increase in trade payables at year
end. 

TOTAL DEBT decreased $116 million primarily due to the sale leasebacks at
Transportation and Financial Services and the high level of cash generated from
operations and portfolio proceeds during the year.  Proceeds from the sale
leasebacks were used to repay short-term debt and fund investment activities.

DEFERRED INCOME TAXES increased $14 million primarily due to the increase in the
federal tax rate from 34% to 35%.

CONSOLIDATED EQUITY increased $32 million, reflecting net income of $73 million
and payment of $41 million of common and preferred dividends.  The balance of
the change is attributable to foreign currency translation adjustments and
proceeds from stock option exercises.

                                       39
<PAGE>
<TABLE>
                      STATEMENTS OF CONSOLIDATED CASH FLOWS
                        GATX Corporation and Subsidiaries

<CAPTION>
GATX CORPORATION AND SUBSIDIARIES
In Millions/Year Ended December 31                   1993     1992      1991
                                                                                 
       

OPERATING ACTIVITIES
<S>                                                 <C>      <C>       <C>
Net income (loss)                                   $  72.7  $ (16.5)  $  82.7
Adjustments to reconcile net income (loss) to net cash
 provided by operating activities:
 Realized gain on disposition of leased equipment     (45.7)   (21.8)    (52.7)
 Provision for depreciation and amortization          150.7    138.3     127.7
 Provision for possible losses                         29.6     82.5      40.6
 Deferred income taxes (credit)                        11.7    (24.4)    (15.8)
 Cumulative effect of accounting changes                -       45.8       -
Net change in trade receivables, inventories,
  accounts payable and accrued expenses                15.9       .6      17.8
Other                                                  (5.3)     6.8       2.1
                                                                                 
        
  Net cash provided by operating activities           229.6    211.3     202.4 

INVESTING ACTIVITIES
Additions to property, plant and equipment           (292.9)  (210.7)   (244.5)
Additions to equipment on lease, net of
 non-recourse financing                              (216.0)   (80.1)   (215.6)
Secured loans extended                                (39.4)   (40.2)    (79.5)
Investments in affiliated companies                   (43.3)   (54.6)    (71.4)
Progress payments                                      (4.8)    (1.9)      -
                                                                                 
        
Capital additions                                    (596.4)  (387.5)   (611.0)
Portfolio proceeds:
  From disposition of leased equipment                102.2     52.5      89.1
  From return of investment                           141.2    102.5     117.9
                                                                                 
        
Total portfolio proceeds                              243.4    155.0     207.0
Proceeds from other asset dispositions                243.4    112.0      91.3
                                                                                 
        
 Net cash used in investing activities               (109.6)  (120.5)   (312.7)

FINANCING ACTIVITIES
Proceeds from issuance of long-term debt              199.3    225.2     188.7
Repayment of long-term debt                          (160.1)  (279.7)    (98.0)
Net (decrease) increase in short-term debt           (105.3)     9.7      12.4
Repayment of capital lease obligations                (14.6)   (10.8)    (10.5)
Issuance of Common Stock under employee benefit programs4.7      1.2       3.3
Cash dividends                                        (40.7)   (38.6)    (36.5)
                                                                                 
        
  Net cash (used in) provided by financing activities(116.7)   (93.0)     59.4
         
NET INCREASE (DECREASE) IN
  CASH AND CASH EQUIVALENTS                         $   3.3  $  (2.2)  $ (50.9)

</TABLE>
See Notes to Consolidated Financial Statements.

                                       40
<PAGE>
                 MANAGEMENT DISCUSSION AND ANALYSIS OF CASH FLOW
                        GATX Corporation and Subsidiaries



GATX generates significant cash from its operations and proceeds from its
investment portfolio.  Most of its capital requirements represent additions to
its railcar fleet, its capital equipment investment portfolio, and its joint
ventures and are considered discretionary capital expenditures.  As a result,
the level of capital spending can be rapidly adjusted as conditions in the
economy or GATX's businesses warrant. 

CASH PROVIDED BY OPERATING ACTIVITIES generated $230 million of cash flow in
1993, an $18 million increase from 1992.  Net income adjusted for non-cash items
provided $219 million of cash in 1993, up $15 million from last year.  The $24
million increase in realized gains on disposition of leased equipment
effectively decreased cash from operating activities as the full amount of the
proceeds was included under investing activities as portfolio proceeds.  Working
capital and other generated $3 million more cash than last year.

CASH USED IN INVESTING ACTIVITIES decreased $11 million from the prior year. 
Capital additions totaled $596 million, an increase of $209 million from 1992. 
Transportation invested $171 million in the railcar fleet versus $108 million
last year, and expended $24 million on its multi-year program to significantly
upgrade its repair facilities.  Additions at Financial Services of $302 million,
a $124 million increase from last year, included an acquired portfolio of rail
assets.  Terminals expended $78 million in 1993, similar to the prior year, for
tank construction and other modifications and improvements.  Logistics' spending
of $14 million for additions was down $2 million from last year.  Capital
additions of $7 million at Corporate related to the relocation of the Chicago
operations to a new office building in downtown Chicago.

Proceeds of $243 million were generated from the portfolio compared to $155
million in 1992.  Proceeds from asset dispositions of $102 million increased $50
million primarily due to the sale of rail equipment and the proceeds received
from an insurance settlement for a marine equipment casualty.  Proceeds from
return of portfolio investment increased primarily due to the sale of real
estate assets and the recovery of lease and loan principal, partially offset by
a decrease in cash generated from joint ventures; the prior year included a $17
million distribution from the sale of a real estate investment and higher
distributions from technology joint ventures.  

Proceeds from other asset dispositions of $243 million increased $131 million
from 1992.  In 1993, net proceeds of $229 million were received from the sale
leaseback of railcars at Transportation and the sale leaseback of a rail
equipment portfolio acquired by Financial Services.  Net proceeds of $112
million in 1992 included the proceeds received from the sale leaseback of
railcars at Transportation and the proceeds received from the sale of four
warehouses at Logistics.  GATX has used sale leasebacks as a cost effective
method of financing assets given GATX's alternative minimum tax position.

CASH USED IN FINANCING ACTIVITIES was $117 million compared to $93 million in
1992.  GATX finances its capital additions through cash generated from
operations and portfolio proceeds supplemented by debt financings and sale
leasebacks.  During the year, $199 million of long-term debt was issued and $175
million of long-term obligations were repaid.  Short-term debt decreased by $105
million to a balance of $226 million.

Cash dividends increased $2 million in 1993 due to a common stock dividend
increase from $1.30 per share in 1992 to $1.40 in 1993.  This was the eighth
consecutive year GATX increased its dividend.  

LIQUIDITY AND CAPITAL RESOURCES.  GATC, GATX Capital, GATX Terminals and GATX
Logistics have revolving credit facilities.  GATC and GATX Capital also have
commercial paper programs and uncommitted money market lines which are used to
fund operating needs.  In late 1992, both GATC and GATX Capital signed new
credit facilities.  GATC's facility is a four-year agreement while GATX
Capital's facility is a three-year revolver.  Under the covenants of the
commercial paper programs and rating agency guidelines, GATC and GATX Capital
individually must keep unused revolver capacity at least equal to the amount of
commercial paper and money market lines outstanding.  At December 31, 1993, GATX
and its subsidiaries had available unused committed lines of credit amounting to
$381 million.

                                       41
<PAGE>
                 MANAGEMENT DISCUSSION AND ANALYSIS OF CASH FLOW
                        GATX Corporation and Subsidiaries


In February 1994, GATC filed a $650 million shelf registration for pass through
trust certificates and debt securities, none of which has been issued.  GATX
Capital has a $300 million shelf registration for medium-term notes, none of
which has been issued.  At year end, GATX has $339 million of commitments to
provide financing to customers or to acquire assets, $265  million of which is
scheduled to fund in 1994.

At December 31, 1993, approximately $567 million of net assets of subsidiaries
have certain restrictions which limit the ability to transfer assets to GATX
parent in the form of loans, advances or dividends.  The majority of the
restricted net assets relate to the revolving credit agreement of GATC and the
various loan agreements of GATX Capital and GATX Logistics.  Such restrictions
are not expected to have an adverse impact on the ability of GATX to meet its
cash obligations.

Environmental Matters

Certain of GATX's operations present potential environmental risks principally
through the transportation or storage of various commodities.  Recognizing that
some risk to the environment is intrinsic to its operations, GATX is committed
to protecting the environment, as well as complying with applicable
environmental protection laws and regulations.  GATX, as well as its
competitors, is subject to extensive regulation under federal, state and local
environmental laws which have the effect of increasing the costs and liabilities
associated with the conduct of its operations.  In addition, GATX's foreign
operations are subject to environmental regulations in effect in each respective
jurisdiction.

GATX's policy is to monitor and actively address environmental concerns in a
responsible manner.  GATX has received notices from the U.S. Environmental
Protection Agency (EPA) that it is a potentially responsible party (PRP) for
study and clean-up costs at 11 sites under the requirements of the Federal
Comprehensive Environmental Response, Compensation and Liability Act of 1980
(Superfund).  Under Superfund and comparable state laws, GATX may be required to
share in the cost to clean-up various contaminated sites identified by the EPA 
and other agencies.  In all but one instance, GATX is one of several financially
responsible PRPs and has been identified as contributing only a small percentage
of the contamination at each of the sites.  Due to various factors such as the
required level of remediation and participation in clean-up efforts by others,
GATX's total clean-up costs at these sites cannot be predicted with certainty;
however, GATX's best estimates for remediation and restoration of these sites
have been determined and are included in its environmental reserves.  

Future costs of environmental compliance are indeterminable due to unknowns such
as the magnitude of possible contamination, the timing and extent of the
corrective actions that may be required, the determination of the company's
liability in proportion to other responsible parties, and the extent to which
such costs are recoverable from third parties including insurers.  Also, GATX
may incur additional costs relating to facilities and sites where past
operations followed practices and procedures that were considered acceptable at
the time but in the future may require investigation and/or remedial work to
ensure adequate protection to the environment under current standards.  If
future laws and regulations contain more stringent requirements than presently
anticipated, expenditures may be higher than the estimates, forecasts, and
assessments of potential environmental costs provided below.  However, these
costs are expected to be at least equal to the current level of expenditures. 
In addition, GATX has provided indemnities for environmental issues to the
buyers of two divested companies for which GATX believes it has adequate
reserves.

GATX's environmental reserve at the end of 1993 was $81 million and reflects
GATX's best estimate of the cost to remediate its environmental conditions. 
Additions to the reserve were $17 million in both 1993 and 1992.  Expenditures
charged to the reserve amounted to $10 million and $12 million in 1993 and 1992,
respectively.

In 1993, GATX made capital expenditures  of $18 million for environmental and
regulatory compliance compared to $16 million in 1992.  These projects included
marine vapor recovery, discharge prevention compliance, impervious dikes and
tank car cleaning systems.  Environmental projects authorized or currently under
consideration would require capital expenditures of approximately $25 million in
1994.  It is anticipated that GATX will make annual expenditures at a similar
level over the next five years for regulatory and environmental requirements.

                                       42
<PAGE>
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        GATX Corporation and Subsidiaries


Financial data of business segments for 1993, 1992, and 1991 on pages 34 through
37 are an integral part of the consolidated financial statements of GATX
Corporation and subsidiaries.


Note A - Significant Accounting Policies

Significant accounting policies of GATX and its consolidated subsidiaries are
discussed below.

Consolidation

The consolidated financial statements include the accounts of GATX and its
majority-owned subsidiaries.  Investments in 20 to 50 percent-owned companies
and joint ventures are accounted for under the equity method and are shown as
investments in affiliated companies.  Less than 20 percent-owned affiliated
companies are recorded using the cost method.

Cash Equivalents

GATX considers all highly liquid investments with a maturity of three months or
less when purchased to be cash equivalents.  The carrying amounts reported in
the balance sheet for cash and cash equivalents approximate the fair value of
those assets.

Property, Plant and Equipment

Property, plant and equipment are stated principally at cost.  Assets acquired
under capital leases are included in property, plant and equipment and the
related obligations are recorded as liabilities.  Provisions for depreciation
include the amortization of the cost of capital leases and are computed by the
straight-line method which results in equal annual depreciation charges over the
estimated useful lives of the assets.

Goodwill

GATX has classified as goodwill the cost in excess of the fair value of net
assets acquired.  Goodwill, which is included in other assets, is being
amortized on a straight-line basis over 40 years.  Goodwill, net of accumulated
amortization of $18.2 million and $14.1 million, was $136.6 million and $139.7
million as of December 31, 1993 and 1992, respectively.  Amortization expense
was $4.1 million, $4.1 million, and $3.7 million for 1993, 1992 and 1991,
respectively.

Income Taxes

In February 1992, Statement of Financial Accounting Standards No. 109,
Accounting for Income Taxes, was issued by the Financial Accounting Standards
Board (FASB) which, among other things, requires that recognition of deferred
income taxes be measured by the provisions of enacted tax laws in effect at the
date of the financial statements.  This Statement was adopted by GATX in the
first quarter of 1992.  The cumulative effect of the adoption of this Statement
was to reduce the deferred tax liability by $9.7 million.  This amount was added
to net income and thereby to shareholders' equity.

United States income taxes have not been provided on the undistributed earnings
of foreign subsidiaries and affiliates which GATX intends to permanently
reinvest in these foreign operations.  The cumulative amount of such earnings
was $102.9 million at December 31, 1993.

GATX participates in a Capital Construction Fund agreement with the United
States Maritime Administration.  Contributions to the Fund reduce taxable income
and the tax basis of the related vessels.  Deferred taxes are not required to be
provided for such contributions and, consequently, income taxes in future years
will increase if not offset by additional deposits.  Based on current statutory
rates, such income tax liability would be $4.9 million.

Other Deferred Items

Other deferred items include the accrual for postretirement benefits other than
pensions in addition to environmental, general liability and workers'
compensation reserves, and other deferred credits.

Environmental Liabilities

Expenditures that relate to current or future operations are expensed or
capitalized as appropriate.  Expenditures that relate to an existing condition
caused by past operations and do not contribute to current or future revenue
generation are charged to environmental reserves.  Reserves are recorded in
accordance with accounting guidelines to cover work at identified sites when
GATX's liability for environmental clean-up is both probable and a minimum
estimate of associated costs can be made; adjustments to initial estimates are
recorded as necessary.

                                       43
<PAGE>
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                        GATX Corporation and Subsidiaries


Off-Balance-Sheet Financial Instruments

Fair values of GATX's off-balance-sheet financial instruments (futures, swaps,
forwards, options, guarantees, and lending and purchase commitments) are based
on current market prices, settlement values or fees currently charged to enter
into similar agreements.

Revenue Recognition

The majority of GATX's gross income is derived from the rentals of railcars,
terminals, Great Lakes vessels, and warehousing and logistics services.  In
addition, income is derived from finance leases, asset dispositions, secured
loans and other services.

Foreign Currency Translation

The assets and liabilities of GATX operations located outside the United States
are translated at exchange rates in effect at year end, and income statements
are translated at the average exchange rates for the year.  Gains or losses
resulting from the translation of foreign currency financial statements are
deferred and recorded as a separate component of consolidated shareholders'
equity.  Incremental unrealized translation gains (losses) recorded in the
cumulative foreign currency adjustment account were $(5.4) million, $(3.4)
million, and $4.5 million, during 1993, 1992 and 1991, respectively.

Earnings Per Share

Earnings per share are based on the weighted average number of common shares
and, in 1991, common share equivalents outstanding.  Net income is adjusted for
the preferred stock dividends.  The common share equivalents represent the
dilutive shares issuable upon exercise of employee stock options.

Reclassifications

Certain amounts in the 1992 and 1991 financial statements have been reclassified
to conform to the 1993 presentation.

Note B - Accounting for Leases

The following information pertains to GATX as a lessor:
<TABLE>
Finance Leases - The components of the investment in finance leases are (in
millions):

<CAPTION>
                                                                December 31
                                                              1993      1992  
<S>                                                         <C>       <C>
Minimum future lease receivables                            $ 601.1   $ 621.5
Estimated residual values                                     260.0     276.7
                                                              ------    ------
                                                              861.1     898.2
Less - Unearned income                                       (324.1)   (360.5)
                                                              ------    ------
Investment in finance leases                                $ 537.0   $ 537.7
</TABLE>
Operating Leases - The majority of railcar and tankage assets and certain other
equipment leases included in property, plant and equipment are accounted for as
operating leases.
<TABLE>
Minimum Future Receipts - Minimum future lease receipts from finance leases and
minimum future rental receipts from noncancellable operating leases by year at
December 31, 1993 are (in millions):

<CAPTION>
                         Finance Leases Operating Leases  Total
<S>                        <C>             <C>         <C>
1994                       $ 85.6          $  432.7    $  518.3
1995                         89.1             282.3       371.4
1996                         79.2             207.2       286.4
1997                         54.6             152.9       207.5
1998                         45.1             104.1       149.2
Years thereafter            247.5             341.5       589.0
                                                                              
  Total                    $601.1          $1,520.7    $2,121.8
</TABLE>
                                       44
<PAGE>
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                        GATX Corporation and Subsidiaries


The following information pertains to GATX as a lessee:
<TABLE>
Capital Leases - Assets classified as property, plant and equipment and finance
leases which have been financed under capital leases are (in millions):

<CAPTION>
                                                    December 31    
                                                 1993      1992 
<S>                                            <C>       <C>
Railcars                                       $ 153.2   $ 159.9
Great Lakes vessels                              159.5     159.5
                                                 ------    ------
                                                 312.7     319.4
Less - Allowances for depreciation              (130.1)   (122.5)
                                                 ------    ------
                                                 182.6     196.9
Finance leases                                    23.6      32.1
                                                 ------    ------

                                               $ 206.2   $ 229.0
</TABLE>

Operating Leases - GATX has financed railcars and warehouses through sale
leasebacks which are accounted for as operating leases.  In addition, GATX
leases certain other assets and office facilities.  Total rental expense for the
years ended December 31, 1993, 1992 and 1991 was $94.1 million, $76.5 million,
and $60.7 million, respectively.

<TABLE>
Minimum Future Rental Payments - Future minimum rental payments due under
noncancellable leases at December 31, 1993 are (in millions):

<CAPTION>

                               Capital Leases    Operating Leases
<S>                                    <C>            <C>
1994                                   $ 34.0         $   87.7
1995                                     35.4             87.5
1996                                     34.9             80.2
1997                                     33.9             76.9
1998                                     32.9             74.2
Years thereafter                        313.9            765.7
                                        -----           ------
                                        485.0         $1,172.2
Less - Amounts representing interest   (217.7)
                                        -----
Present value of future
  minimum capital lease payments       $267.3
</TABLE>

The above capital lease amounts and certain operating leases do not include the
costs of licenses, taxes, insurance, and maintenance which GATX is required to
pay.  Interest expense on the above capital leases was $23.6 million in 1993,
$24.8 million in 1992, and $25.8 million in 1991.


Note C - Secured Loans

Investments in secured loans are stated at the principal amount outstanding plus
accrued interest. The loans are collateralized by equipment, golf courses or
real estate.  At December 31, 1993, $15.5 million of GATX's $226.1 million loan
portfolio were on nonaccrual status.  GATX does not believe an estimate of the
fair value of these loans on nonaccrual can be made at this time without
incurring excessive cost inasmuch as active markets for these loans do not
currently exist.  GATX's estimate of potential impairment due to collectibility
concerns related to these loans is included in the allowance for possible
losses.

The fair value estimate of the $210.6 million remaining loan portfolio is
estimated to be $212.8 million.  For variable rate loans totaling $108.1
million, fair value is based on carrying amounts.  The fair value of the $102.5
million of fixed rate loans is estimated using discounted cash flow analyses,
using interest rates currently offered for loans with similar terms to borrowers
of similar credit quality.

                                       45
<PAGE>
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                        GATX Corporation and Subsidiaries


Note D - Investments in Affiliated Companies


GATX has investments in 20 to 50 percent-owned companies and joint ventures
which are accounted for using the equity method.  These investments include a
Canadian railcar company, foreign tank storage terminals, and aircraft, high
technology and real estate joint ventures.  Distributions received from such
affiliates were $27.7 million, $55.7 million, and $25.7 million, in 1993, 1992
and 1991, respectively.
<TABLE>
Summarized operating results for all affiliated companies in their entirety are
(in millions):

<CAPTION>
For the year                      1993        1992       1991
<S>                             <C>         <C>        <C>
Revenues                        $  400.9    $  453.4   $  412.6

Net income                          42.9        53.7       46.6
</TABLE>
<TABLE>
Summarized balance sheet data for all affiliated companies in their entirety are
(in millions):

<CAPTION>
December 31                                   1993       1992
<S>                                         <C>        <C>
Total assets                                $1,784.6   $1,621.1

Long-term liabilities                          664.9      578.1

Other liabilities                              228.9      235.1
                                              ------     ------

Shareholders' equity                        $  890.8   $  807.9
                                              ======     ======
</TABLE>

Note E - Foreign Operations

Foreign operations were not material to the consolidated gross income or pretax
income of GATX Corporation for any of the years presented.  However, GATX does
have a number of investments in affiliated companies which are located in, or
derived income from, foreign countries which contribute significantly to equity
in net earnings of affiliated companies.  The foreign identifiable assets are
primarily investments in affiliated companies and a United Kingdom terminalling
operation which is fully consolidated.
<TABLE>
<CAPTION>
Equity in Net Earnings of 
 Affiliated Companies (in Millions)     1993        1992       1991

<S>                                 <C>         <C>        <C>
Foreign                             $   18.1    $   18.8   $   17.9
United States                            1.6         5.2        6.3


                                    $   19.7    $   24.0   $   24.2
</TABLE>
<TABLE>
<CAPTION>
Identifiable Assets (in Millions)       1993        1992       1991

<S>                                 <C>         <C>        <C>
Foreign                             $  419.4    $  382.7   $  380.1
United States                        2,972.7     3,043.6    3,134.1


                                    $3,392.1    $3,426.3   $3,514.2
</TABLE>

                                       46
<PAGE>
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                        GATX Corporation and Subsidiaries


Note F - Short-Term Debt and Lines of Credit
<TABLE>
Short-term debt consisted of (in millions):

<CAPTION>
                                                    December 31   
                                                  1993    1992 
<S>                                              <C>     <C>
Commercial paper                                 $129.7  $189.8
Other short-term borrowings                        96.4   141.6
                                                 ------  ------
                                                 $226.1  $331.4
</TABLE>

Under a revolving credit agreement with a group of banks, General American
Transportation Corporation (GATC) may borrow up to $200.0 million.  The
revolving credit agreement contains various restrictive covenants which include,
among other things, minimum net worth, restrictions on additional indebtedness,
and requirements to maintain certain financial ratios for GATC.  Under the
agreement GATC was required to maintain a minimum net worth of $528.2 million at
December 31, 1993.  While at year end no borrowings were outstanding under the
agreement, the available line of credit was reduced by $25.5 million of
commercial paper outstanding.  GATC had borrowings of $55.0 million under
unsecured money market lines.  Also, GATX Terminals has a revolving credit
agreement of pound sterling 25.0 million of which pounds9.0 million was
available at year end.

GATX Capital has commitments under its credit agreements with a group of banks
for revolving credit loans totaling $290.0 million of which $185.3 million was
available at December 31, 1993.  The amount available was reduced by outstanding
commercial paper and bankers' acceptances.  The credit agreement contains
various covenants which include, among other things, minimum net worth,
restrictions on dividends, and requirements to maintain certain financial ratios
for GATX Capital.  At December 31, 1993, such covenants limited GATX Capital's
ability to transfer net assets to GATX to no more than $82.9 million.

The carrying amounts reported in the balance sheet for short-term debt at
December 31, 1993 approximate fair value.

Interest expense on short-term debt was $10.9 million in 1993, $13.2 million in
1992, and $18.5 million in 1991.

                                       47
<PAGE>
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                        GATX Corporation and Subsidiaries


Note G - Long-Term Debt
<TABLE>
Long-term debt consisted of (in millions):

<CAPTION>
                                                Final        December 31
                              Interest Rates   Maturity    1993      1992  
<S>                         <C>               <C>        <C>       <C>
Variable rate:
  Term notes                3.775% - 7.00%    1994-1995  $   54.0  $   88.8
  Non-recourse obligations  4.625  - 7.50     2000-2002      60.5      55.1

                                                            114.5     143.9

Fixed rate:
  Term notes                5.16% - 13.48 %   1994-2012   1,230.9   1,152.0
  Non-recourse obligations  9.00  -  9.25     1994-1996       7.6      45.7
  Industrial revenue bonds  6.65  - 10.875    1994-2023      88.9      89.4
  Title XI Bonds                 7.1            1998          4.6       5.6

                                                          1,332.0   1,292.7

                                                         $1,446.5  $1,436.6
</TABLE>

The carrying amount of the variable rate debt at December 31, 1993 approximates
its fair value.  The fair value of the fixed rate debt was $1,481.6 million and
$1,393.9 million at December 31, 1993 and 1992, respectively.  Fair value was
estimated by aggregating the notes and performing a discounted cash flow
calculation using a weighted average note term and market rate based on GATX's
current incremental borrowing rates for similar types of borrowing arrangements.

Maturities of GATX's long-term debt as of December 31, 1993 for each of the
years 1994 through 1998 (assuming that GATX Capital's commercial paper, notes
payable and bankers' acceptances are retired by the unused revolving commitments
and notice of termination of all of GATX Capital's revolving credit loans had
been received by December 31, 1993) are (in millions):
<TABLE>
<CAPTION>
        Converted Revolving
            Credit Loans        Long-Term Debt           Total    
<S>          <C>                   <C>                  <C>
1994           -                   $121.9               $121.9
1995           -                    204.0                204.0
1996         121.9                  162.9                284.8
1997           -                    146.2                146.2
1998           -                    144.8                144.8
</TABLE>

At December 31, 1993, certain vessels and warehouse equipment with a net
carrying value of $17.8 million were pledged as collateral for $21.7 million of
notes and bonds.

Interest cost incurred on long-term debt, net of capitalized interest, was
$117.3 million in 1993, $138.1 million in 1992, and $137.6 million in 1991. 
Interest cost capitalized as part of the cost of construction of major assets
was $2.7 million in 1993, $4.2 million in 1992, and $5.4 million in 1991.  A
loss of $.5 million and $3.3 million was recorded on the early retirement of
debt in 1993 and 1992, respectively.

In 1990, GATX entered into a currency swap agreement to finance the purchase of
a United Kingdom terminalling operation.  GATX swapped a U.S. dollar borrowing
of $59.7 million with interest stated at 10.125% for a liability of pound
sterling 37.0 million with associated interest at 12.87%.  The exchange of
interest and principal payments over the 12 year term of the notes was fixed
accordingly.  The swap was terminated in 1993, resulting in a net cash payment
to GATX of $2.3 million; at the same time, an offsetting translation loss was
recognized for the unrealized loss on the translation of pounds into dollars.

                                       48
<PAGE>
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                        GATX Corporation and Subsidiaries


GATX uses interest rate swaps, caps, forwards and other similar contracts to set
interest rates on existing or anticipated transactions.  At December 31, 1993,
GATC has used $900 million of interest rate swaps to better match the duration
of the debt portfolio to the lease terms of the railcar assets.  GATX Capital
uses interest rate swaps in addition to commercial paper and floating rate
medium term notes to match fund its floating rate lease and loan investments. 
At December 31, 1993, GATX Capital had entered into $180 million of interest
rate swaps to convert fixed rate debt to floating rate debt.  Net amounts paid
or received on these contracts that qualify as hedges are recognized over the
term of the contract as an adjustment to interest expense of the hedged
financial instrument.  The total of these instruments in place at year end was
$1,080 million; the fair values of the swap components at year end would result
in a net payment to GATX of $10.9 million if the swaps were terminated.  These
financial instruments terminate in 1994-2006.  GATX manages the credit risk of
counterparties by only dealing with institutions that the company considers
financially sound and by avoiding concentrations of risk with a single
counterparty.

At December 31, 1993, certain debt agreements of subsidiaries restrict the
ability of the subsidiaries to transfer net assets to the parent company in the
form of loans, advances or dividends.  Such restrictions affect $567.4 million
of the $1,102.7 million of total subsidiary net assets.  The majority of these
restrictions relate to the revolving credit agreement of GATC and certain loan
agreements of GATX Capital and GATX Logistics.

Note H - Pension Benefits

GATX and its subsidiaries, exclusive of GATX Logistics, maintain several
noncontributory defined benefit pension plans covering substantially all
employees.  Logistics' employees participate in a 401(k) retirement plan. 
Benefits payable under the pension plans are based on years of service and/or
final average salary.  The funding policy for all plans is based on an
actuarially determined cost method allowable under Internal Revenue Service
regulations.

The net periodic pension cost for the GATX defined benefit plans was determined
based on the funds' status at the beginning of the year.  Significant
assumptions used in determining pension cost for 1991 through 1993 were:
<TABLE>
<CAPTION>
                                                    1993      1992-1991
<S>                                                 <C>          <C>
Discount rate                                       8.5%         9.0%
Expected long-term rate of return on assets         9.0%         9.0%
Rate of increase in compensation levels             6.0%         6.0%
</TABLE>
<TABLE>
The components of net periodic pension cost were (in millions):

<CAPTION>
For the year                                        1993      1992      1991
<S>                                                 <C>       <C>       <C>
Service cost of benefits earned during the period   $  5.0    $  4.3    $  4.1
Interest cost on projected benefit obligation         19.2      18.8      18.8
Actual return on plan assets                         (26.4)    (12.4)    (44.4)
Net amortization and deferral                          7.2      (6.0)     25.6
                                                      ----      ----      ----

  Net periodic pension cost                         $  5.0    $  4.7    $  4.1
                                                      ======    ======    ======
</TABLE>
                                       49
<PAGE>
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                        GATX Corporation and Subsidiaries


The projected benefit obligation was determined based on the funded status at
year end.  Significant assumptions used in determining the projected benefit
obligations were:
<TABLE>
<CAPTION>
                                                    1993      1992      1991
<S>                                                 <C>       <C>       <C>
Discount rate                                       7.75%     8.5%      9.0%
Rate of increase in compensation levels              5.5%     6.0%      6.0%
</TABLE>
The effect of the change in assumptions on the unrecognized net gain was a
decrease of $12.4 million for 1993 and $9.2 million for 1992 resulting in an
unrecognized net loss position at the end of 1993.  The funded status of the
defined benefit plans and the amounts recognized in GATX's consolidated balance
sheet were (in millions):
<TABLE>
<CAPTION>
December 31,                                              1993      1992  

<S>                                                      <C>       <C>
Actuarial present value of benefit obligation:
 Accumulated benefit obligation
  - vested                                               $223.6    $211.0
  - nonvested                                               5.0       4.1
                                                         ------    ------
                                                          228.6     215.1

 Effects of projected future compensation levels           34.4      30.5
                                                         ------    ------

 Projected benefit obligation                             263.0     245.6

 Plan assets at fair market value,
  primarily listed stocks and bonds                       254.4     239.1
                                                         ------    ------

 Projected benefit obligation in excess of plan assets   $  8.6    $  6.5
                                                         ======    ======

Reconciliation of funded status to recorded amounts:
 Net pension liability included in balance sheet         $   .6    $  4.9
 Unrecognized net asset from transition
  to new pension accounting standard                        (.5)      (.6)
 Unrecognized net loss (gain)                               3.5      (3.2)
 Unrecognized prior service cost                            5.0       5.4
                                                          ------    ------

 Projected benefit obligation in excess of plan assets   $  8.6    $  6.5
                                                         ======    ======
</TABLE>


GATX makes contributions to its defined benefit pension plans in addition to the
multiemployer pension plans of various unions.  The contributions to all plans
were (in millions):
<TABLE>
<CAPTION>
For the year                                      1993    1992    1991
<S>                                               <C>     <C>     <C>
Contributions to GATX's pension plans             $  7.4  $  6.0  $  7.0

Contributions to multiemployer pension plans         1.8     2.0     1.6
</TABLE>

Note I - Postretirement Benefits Other Than Pensions

GATX provides health care, life insurance and other benefits for certain retired
employees who meet established criteria.  Most domestic employees are eligible
for health care and life insurance benefits if they retire from GATX with
immediate pension benefits under the GATX pension plan.  The plans are either
contributory or non-contributory, depending on various factors.

In 1992, GATX implemented Statement of Financial Accounting Standards (SFAS)
No. 106 - "Employers' Accounting for Postretirement Benefits Other Than
Pensions" using the immediate recognition transition method, effective as of
January 1, 1992.  SFAS No. 106 requires recognition of the cost of
postretirement benefits during an employee's active service life.  GATX's
previous practice was to expense these costs as they were paid.  GATX recorded a
charge of $55.5 million ($85.4 million pretax) in the first quarter of 1992 to
reflect the cumulative effect of the change in accounting principle for periods
prior to 1992.  Aside from the one-time impact of the transition obligation,
adoption of SFAS No. 106 was not material to 1992 financial results.

                                       50
<PAGE>
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                        GATX Corporation and Subsidiaries
<TABLE>

Net periodic postretirement cost includes the following components (in
millions):
<CAPTION>
For the Year                                       1993   1992

        <S>                                        <C>    <C>
        Current service cost                       $ .5   $ .3
        Interest cost on accumulated
          postretirement benefit obligation         7.3    7.8
                                                   ----   ----

        Net periodic postretirement benefit cost   $7.8   $8.1
                                                   ====== =====

         Discount rate                             8.5%   9.0%
                                                   ====== =====
</TABLE>
Prior to 1992, the cost of providing these benefits to retired employees was
recognized primarily as payments were made and totaled $7.9 million in 1991.
<TABLE>
The following table sets forth the amounts recognized in GATX's consolidated
balance sheet (in millions):
<CAPTION>

December 31,                                       1993   1992

       <S>                                         <C>    <C>
       Accumulated postretirement benefit obligation:
        Retirees                                   $ 84.3 $80.1
        Fully eligible active plan participants       4.1   3.4
        Other active plan participants                6.1   4.2
                                                    ------ -----

       Total accumulated
        postretirement benefit obligation            94.5  87.7

       Unrecognized loss                            (10.5) (2.9)
                                                    ------ -----

       Accrued postretirement benefit liability    $ 84.0 $84.8
                                                   ====== ======
</TABLE>
The accrued postretirement benefit liability was determined using an assumed
discount rate of 7.75% for 1993, 8.5% for 1992, and 9.0% at January 1, 1992 when
the transition obligation was calculated.  The effect of these changes in the
discount rate assumption was a deferred loss of $5.2 million in 1993 and $2.9
million in 1992.

For measurement purposes, blended rates ranging from 13% decreasing to 5% over
the next four years and remaining at that level thereafter were used for the
increase in the per capita cost of covered health care benefits.  The health
care cost trend rate assumption has a significant effect on the amount of the
obligation and periodic cost reported.  An increase in the assumed health care
cost trend rates by 1% would increase the accumulated postretirement benefit
obligation by $5.3 million and would increase aggregate service and interest
cost components of net periodic postretirement benefit cost by $.5 million per
year.

Note J - Income Taxes

Effective January 1, 1992, GATX changed its method of accounting for income
taxes from the deferred method to the liability method as required by Statement
of Financial Accounting Standards No. 109, "Accounting for Income Taxes".  As
permitted under the new rules, prior years' financial statements have not been
restated.  The cumulative effect of adopting Statement 109 as of January 1, 1992
was to increase net income by $9.7 million.  Aside from the one-time impact due
to the reassessment of deferred taxes, adoption of SFAS No. 109 was not material
to 1992 financial results.

                                       51
<PAGE>
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                        GATX Corporation and Subsidiaries


Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes.  
<TABLE>
Significant components of GATX's deferred tax liabilities and assets were (in
millions):
<CAPTION>
December 31,                                            1993    1992

<S>                                                     <C>       <C>
Deferred tax liabilities:
  Book/tax basis differences due to depreciation        $298.5    $255.4
  Leveraged leases                                        83.0      90.1
  Lease accounting (other than leveraged)                 33.4      64.0
  Other                                                   20.0      23.6
                                                        ------    ------
     Total deferred tax liabilities                      434.9     433.1

Deferred tax assets:
  Alternative minimum tax credit                          56.1      45.3
  Accruals not currently deductible for tax purposes      53.4      56.0
  Allowance for possible losses                           34.6      38.8
  Postretirement benefits other than pensions             29.2      28.7
  Other                                                   13.4      30.2
                                                        ------    ------
    Total deferred tax assets                            186.7     199.0
                                                        ------    ------
                                                        
    Net deferred tax liabilities                        $248.2    $234.1
                                                        ======    ======
</TABLE>
At December 31, 1993, GATX had an alternative minimum tax credit of $56.1
million that can be carried forward indefinitely to reduce future regular tax
liabilities.

GATX and its United States subsidiaries file a consolidated federal income tax
return.  Amounts shown as Current - Federal represent taxes payable as
determined by the Alternative Minimum Tax.  Income taxes (credit) consisted of
(in millions):
<TABLE>
<CAPTION>
                                                            Deferred
                                        Liability Method     Method 
For the year                             1993       1992      1991   
<S>                                     <C>        <C>       <C>
Current-
  Domestic:
    Federal                             $  35.9    $  28.5   $  43.5
    State and local                         1.6        2.2       5.4
                                        -------    -------   -------
                                           37.5       30.7      48.9
  Foreign                                   2.2        3.3        .5
                                        -------    -------   -------
                                           39.7       34.0      49.4
                                        -------    -------   -------

Deferred-
  Domestic:
    Federal                                 6.9     (24.4)     (18.2)
    State and local                         4.7      (1.1)       1.5
                                        -------    -------   -------
                                           11.6     (25.5)     (16.7)
  Foreign                                    .1       1.1         .9
                                        -------    -------   -------
                                           11.7     (24.4)     (15.8)
                                        -------    -------   -------
Income tax expense                      $  51.4    $  9.6    $  33.6
                                        =======    ======    =======

Income taxes paid                       $  40.9    $ 31.2    $  54.2
                                        =======    ======    =======
</TABLE>
                                       52
<PAGE>
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                        GATX Corporation and Subsidiaries

<TABLE>
The sources of income before income taxes and equity in net earnings of
affiliated companies were (in millions):
<CAPTION>
For the year                              1993       1992      1991
<S>                                     <C>        <C>       <C>
  Domestic                              $  98.2    $  13.9   $  92.9
  Foreign                                   6.2        1.0       (.8)
                                        -------    -------   -------

                                        $ 104.4    $  14.9   $  92.1
                                        =======    =======   =======
</TABLE>
The reasons for the differences between reported income tax expense (credit) and
the amount computed by applying the statutory federal income tax rate of 35% in
1993 and 34% in 1992 and 1991 to income before income taxes were (in millions):
<TABLE>
<CAPTION>
                                                               Deferred
                                          Liability Method      Method 
For the year                              1993       1992      1991
<S>                                      <C>      <C>       <C>
Federal income taxes at statutory rate   $  36.5  $   5.0   $  31.3 
Add (deduct) effect of:
 Tax rate increase on deferred taxes         7.3        -         -
 State income taxes                          4.1       .5       4.7 
 Corporate owned life insurance             (3.8)    (4.2)     (4.5)
 Purchase accounting adjustments             2.2       .4       1.7 
 Foreign income                              1.5      1.7       1.8
 Goodwill amortization                       1.2      1.4       1.2
 Liquidation of foreign subsidiary             -      4.0         -
 Deferred tax turnaround                       -        -      (4.5)
 Other                                       2.4       .8       1.9 
                                         -------  -------   -------

                                         $  51.4  $   9.6   $  33.6
                                         =======  =======   =======
</TABLE>
<TABLE>
The components of deferred income tax credit for the year ended December 31,
1991 were (in millions):
<CAPTION>
For the year                                                  1991

<S>                                                         <C>
Charge (credit):
 Difference between book and tax
   accounting for lease transactions                        $ (16.2)
 Accelerated depreciation
   for income tax purposes                                     12.8
 Provision for losses                                         (12.0)
 Investment tax credit utilized                                10.0 
 Alternative minimum tax                                       (6.6)
 Deferred tax turnaround                                       (4.5)
 Prior accrued taxes                                           (3.4)
 Leveraged lease accounting                                     1.5
 Deferred state income taxes                                    1.4
 Other                                                          1.2
                                                            -------

                                                            $ (15.8)
                                                            =======
</TABLE>
                                       53
<PAGE>
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                        GATX Corporation and Subsidiaries


Note K - Shareholders' Equity

GATX's Certification of Incorporation has authorized 60,000,000 shares of Common
Stock at a par value of $.625 per share and 5,000,000 shares of Preferred Stock
at $1.00 per share.  Shares of Preferred Stock issued and outstanding consist of
Series A and B $2.50 Cumulative Convertible Preferred Stock and $3.875
Cumulative Convertible Preferred Stock.

Holders of both series of $2.50 Cumulative Convertible Preferred Stock are
entitled to receive a cumulative annual cash dividend of $2.50 per share.  Each
share of such Preferred Stock may be called for redemption by GATX at $63 per
share, has a liquidating value of $60 per share, and may be converted into 2.5
shares of Common Stock.

Holders of $3.875 Cumulative Convertible Preferred Stock are entitled to receive
a cumulative annual cash dividend of $3.875 per share.  Each share of such
Preferred Stock may be converted at the option of the holder at any time, unless
previously redeemed, into 1.1494 shares of Common Stock.  The shares became
redeemable at GATX's option on and after August 1, 1992, initially at a
redemption price of $52.7125 per share and thereafter at prices declining to
$50.00 per share on and after August 1, 1999, plus dividends accrued and unpaid
at the redemption date.  The liquidating value is $50 per share plus accrued and
unpaid dividends.
<TABLE>
At December 31, 1993, 5,712,693 shares of Common Stock were reserved for:
<CAPTION>
                                                       Shares 
<S>                                                  <C>
Conversion of outstanding Preferred Stock            4,016,176
Incentive compensation programs                      1,677,117
Employee service awards                                 19,400
                                                     ---------
                                                     5,712,693
                                                     =========
</TABLE>
Holders of $2.50 and $3.875 Cumulative Convertible Preferred Stock and Common
Stock are entitled to one vote for each share held.  Except in certain
instances, all such classes vote together as a single class.

Outstanding shares of Common Stock contain Preferred Stock Purchase Rights
("Rights").  One-half of one Right is associated with each outstanding share of
Common Stock.  The Rights shall be redeemed effective May 15, 1994 and will only
become exercisable ten days after a person or group either becomes the
beneficial owner of 20% or more of the Common Stock or commences a tender or
exchange offer that would result in such person or group beneficially owning 30%
or more of the outstanding Common Stock.  Each Right entitles the holder to
purchase one newly-issued unit of one one-hundredth of a share of Series 1
Junior Preferred Stock at an exercise price of $100.

                                       54
<PAGE>
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                        GATX Corporation and Subsidiaries


If any person or group becomes the beneficial owner of 30% or more of GATX
Common Stock, GATX is the surviving corporation in a merger with a 20% or more
shareholder and its Common Stock is not changed or converted, or a 20% or more
shareholder engages in certain self-dealing transactions with GATX, then each
Right not owned by such person will entitle the holder to purchase, at the
Right's then current exercise price, shares of GATX Common Stock having a value
of twice the Right's then current exercise price.  In addition, if, after any
person or group has become a 20% or more shareholder, GATX is involved in a
merger in which its Common Stock is converted or if GATX sells 50% or more of
its assets, each Right will entitle its holder to purchase for the exercise
price shares of common stock of the acquiring or successor company having a
value of twice the Right's then current exercise price.

GATX generally will be entitled to redeem the Rights in whole, but not in part,
at $.05 per Right at any time prior to the expiration of a ten-day period
(subject to extension) following public announcement of the existence of a 20%
holder or of a 30% or more tender offer.  Until such time as the Rights become
exercisable, the Rights have no voting privileges and are attached to, and do
not trade separately from, the Common Stock.

<TABLE>
Transactions in Preferred Stock, Common Stock, treasury shares, and additional
capital are shown in the following table:
<CAPTION>

Capital Transactions                             Preferred                                Cost of Common Shares        Additional
(In Thousands, Except Number of Shares)       Stock Issued       Common Stock Issued    in Treasury (Deduction)          Capital
                                           Shares   Amount         Shares     Amount       Shares       Amount            Amount
<S>                                      <C>       <C>           <C>         <C>       <C>            <C>                <C>
Balance at January 1, 1991               3,466,433 $3,466        21,959,141  $13,724   (2,790,954)    $(47,082)          $299,992
Add (deduct):
 Conversion of Preferred Stock
   into Common Stock                       (21,974)   (22)           54,932       34                                          (12)
 Common Stock issued under option,
   incentive and service award plans                                175,486      110                                         4,789
                                                                                                                            

Balance at December 31, 1991             3,444,459  3,444        22,189,559   13,868   (2,790,954)     (47,082)            304,769
Add (deduct):
 Conversion of Preferred Stock
   into Common Stock                        (2,696)    (2)            6,740        4                                            (2)
 Common Stock issued under option,
   incentive and service award plans                                 92,598       58                                         2,099
                                                                                                                            

Balance at December 31, 1992             3,441,763  3,442        22,288,897   13,930   (2,790,954)     (47,082)            306,866
Add (deduct):
  Conversion of Preferred Stock
   into Common Stock                        (1,212)    (1)            3,029        2                                            (1)
Common Stock issued under option,
   incentive and service award plans                                199,425      125                                         5,564
                                                                                                                            

Balance at December 31, 1993             3,440,551  $3,441       22,491,351  $14,057  (2,790,954)     $(47,082)           $312,429
</TABLE>
                                       55
<PAGE>
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                        GATX Corporation and Subsidiaries


Note L - Incentive Compensation Plans

The 1985 Plan

The GATX Corporation 1985 Long Term Incentive Compensation Plan (the 1985 Plan),
as amended, contains provisions for the granting of non-qualified stock options,
incentive stock options, stock appreciation rights (SARs), cash and Common Stock
individual performance units (IPUs), restricted stock rights, restricted Common
Stock and performance awards.  An aggregate of 2,700,000 shares of Common Stock
may be issued under the 1985 amended Plan.  As of December 31, 1993, 451,542
shares are available for issuance under the Plan.

Non-qualified stock options and incentive stock options may be granted for the
purchase of Common Stock for periods not longer than ten years from the date of
grant.  The exercise price will be not less than the higher of market value at
date of grant or par value of the Common Stock.  All options become exercisable
one year from the date of grant.

SARs can be issued in conjunction with non-qualified or incentive stock options
and entitle the holder to receive the value of the SARs (the difference between
option price and fair market value of the Common Stock at time of exercise of
the SARs) in shares of Common Stock, cash, or a combination of the two at GATX's
discretion.  Exercise of SARs results in cancellation of the underlying options.
During 1993, no SARs were issued and none were outstanding.

Cash and Common Stock IPUs may be granted to key employees and, if granted, will
be redeemed in cash and Common Stock, as applicable, with the redemption value
determined in part by the fair market value of the Common Stock as of the date
of redemption and in part by the extent to which preestablished performance
goals have been achieved.  A total of 11,300 cash and stock IPUs were granted
during 1993 and 34,400 IPUs in total were outstanding at the end of the year. 
In 1993, no shares of Common Stock or cash was paid to the participants in
redemption of previously issued IPUs.

Restricted stock rights may be granted to key employees entitling them to
receive a specified number of shares of restricted Common Stock.  The recipients
of restricted Common Stock are entitled to all dividends and voting rights, but
the shares are not transferable prior to the expiration of a "restriction
period" as determined at the discretion of the Compensation Committee of the
Board of Directors.  Performance Awards are granted to employees who have been
granted restricted stock rights or restricted Common Stock, but these Awards may
not exceed the market value of the restricted Common Stock when restrictions
lapse.  The Performance Awards provide cash payments if certain criteria and
earnings goals are met over a predetermined period.  During 1993, no grants or
payments were made.

                                       56
<PAGE>
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                        GATX Corporation and Subsidiaries


The 1980 Plan

Stock options are outstanding under the GATX Corporation 1980 Long Term
Incentive Compensation Plan (the 1980 Plan), but no additional options, stock or
awards may be issued thereunder.  At December 31, 1993, 1,000 shares of Common
Stock were reserved for grants previously made under the 1980 Plan.

<TABLE>
Data with respect to both plans are set forth below:
<CAPTION>
                                                                               
                         Number of
                          Shares Under
                       Stock Option Plans         Price per Share
                                                                              
<S>                         <C>                   <C>
Outstanding at
  January 1, 1993           1,143,800             $14.53 - $32.03
Granted                       286,650              32.50 -  37.6875
Exercised or issued           199,125              14.53 -  32.03
Canceled                        5,750              25.50 -  29.9375
                                                                               

Outstanding at
  December 31, 1993         1,225,575             $14.53 - $37.6875
                                                                               

Outstanding at
  December 31, 1993
  by year granted:
    1984-1987                  99,000             $14.53 - $19.47
    1988                      115,000                   25.655
    1989                      130,750                   29.9375
    1990                      119,325                   19.94
    1991                      227,850              26.13 -  28.1875
    1992                      247,000              25.50 -  30.75
    1993                      286,650              32.50 -  37.6875
                                                                             
                            
                            1,225,575             $14.53 - $37.6875
                                                                               

Options exercisable at
  December 31, 1993           938,925
                                                                               

Options available for future
  grant at December 31, 1993                        451,542
</TABLE>
                                       57
<PAGE>
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                        GATX Corporation and Subsidiaries


Note M - Commitments, Contingencies and Concentrations of Credit Risk

GATX's revenues are derived from a wide range of industries and companies. 
However, approximately 50% of total consolidated revenues are generated from the
transportation or storage of products for the chemical and petroleum industries.
In addition, approximately 20% of GATX's assets consist of commercial aircraft
operated by various domestic and international airlines.

Under its lease agreements, GATX retains legal ownership of the asset.  With
loan financings, the loan is collateralized by the equipment.  GATX performs
credit evaluations prior to approval of a lease or loan contract.  Subsequently,
the creditworthiness of the customer and the value of the collateral are
monitored on an ongoing basis.  GATX maintains an allowance for possible losses
and other reserves to provide for potential losses which could arise should
customers become unable to discharge their obligations to GATX and to provide
for permanent declines in investment value.

At December 31, 1993, GATX had commitments of $224.2 million to acquire
additional portfolio equipment, to lend funds, or to purchase residuals from
lessors.  The lease commitments include an order by an aircraft joint venture
for four new aircraft which will be purchased in 1998-99.  GATX also has firm
commitments to acquire railcars and to upgrade facilities totaling $115.0
million.  Loan commitments comprise $16.5 million of the total funding
obligation; the fair values of these obligations total $.3 million as calculated
by estimating the current fees which would be charged for similar commitments. 
In addition, GATX has issued $63.8 million of residual and rental guarantees.

GATX and its subsidiaries are engaged in various matters of litigation and have
a number of unresolved claims pending, including proceedings under governmental
laws and regulations related to environmental matters.  While the amounts
claimed are substantial and the ultimate liability with respect to such
litigation and claims cannot be determined at this time, it is the opinion of
management that such liability, to the extent not recoverable from third parties
including insurers, is not likely to be material to GATX's consolidated
financial position or results of operations.

                                       58
<PAGE>
                   QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
                        GATX Corporation and Subsidiaries

<TABLE>
<CAPTION>
Quarter Ended:                         March 31         June 30     September 30      December 31
In Millions, Except Per Share Data 1993    1992     1993   1992      1993    1992     1993    1992
<S>                              <C>     <C>      <C>    <C>       <C>     <C>      <C>     <C>
Gross income                     $237.1  $231.9   $289.4 $259.3    $279.9  $272.8   $280.5  $255.1
Operating expenses and
provision for depreciation        144.4   140.9    169.0  158.6     177.6   164.3    183.2   163.5
Income before cumulative effect
  of accounting changes            18.6    15.8     26.2   16.5      11.7   (15.4)    16.2    12.4
Net income (loss)                  18.6   (30.0)(C) 26.2   16.5      11.7(B)(15.4)(D) 16.2  12.4(E)
Net income per share
  before cumulative effect
  of accounting changes(A)          .77     .64     1.15    .68       .42   (.96)      .64   .46
Net income (loss) per share(A)      .77   (1.72)(C) 1.15    .68       .42   (.96)      .64   .46

<FN>
(A) Quarterly results are not additive, as per share amounts are computed
    independently for each quarter and the full year based on the respective
    weighted average common shares and common share equivalents outstanding.

(B) Net income includes a $7.3 million charge for the cumulative increase in
    deferred income taxes and a $1.2 million charge for the current year income
    taxes as a result of the 1993 tax legislation which increased the federal
    income tax rate from 34% to 35% retroactively to January 1, 1993.

(C) A one-time non-cash net accounting charge of $45.8 million or $2.35 per
    share was recorded for postretirement benefits and deferred taxes.

(D) A $37.0 million aftertax special provision to the loss reserve was
    recorded, reflecting the continued deterioration in the freighter aircraft
    and real estate portfolios.

(E) Earnings were reduced by a tax provision of $4.0 million associated with
    the liquidation of a foreign finance subsidiary.
</FN>
</TABLE>
Common and Preferred Stock Information                                         
        

GATX common shares are listed on the New York, Chicago and London Stock
Exchanges under ticker symbol GMT.  Shares of $2.50 Cumulative Convertible
Preferred Stock and $3.875 Cumulative Convertible Preferred Stock are listed on
the New York and Chicago Stock Exchanges.

The approximate number of holders of record of Common Stock, $2.50 Cumulative
Convertible Preferred Stock and $3.875 Cumulative Convertible Preferred Stock as
of February 28, 1994 was 3,634; 157 and 335, respectively.  The following table
shows the reported high and low sales price of GATX common and preferred shares
on the New York Stock Exchange, the principal market for GATX shares, and the
dividends declared per share:
<TABLE>
<CAPTION>
Common Stock                                   High       Low      Dividends
1993
<S>                                          <C>        <C>        <C>
 First Quarter                               $ 37.375   $31.375    $ .35
 Second Quarter                                38.375    34.50       .35
 Third Quarter                                 41.50     37.25       .35
 Fourth Quarter                                42.25     33.00       .35

1992                                                               
<S>                                          <C>        <C>        <C>
 First Quarter                               $ 30.125   $25.75     $ .325
 Second Quarter                                27.875    24.25       .325
 Third Quarter                                 29.50     25.25       .325
 Fourth Quarter                                33.75     25.00       .325

$2.50 Cumulative Convertible Preferred Stock   High       Low      Dividends
1993                                                               
<S>                                          <C>        <C>        <C>
 First Quarter                               $ 90.00    $70.00     $ .625
 Second Quarter                                92.50     90.00       .625
 Third Quarter                                101.00     92.50       .625 
 Fourth Quarter                               101.00     93.75       .625

1992                                                               
<S>                                          <C>        <C>        <C>
 First Quarter                               $ 72.00    $71.00     $ .625
 Second Quarter                                71.00     66.50       .625
 Third Quarter                                 70.75     67.00       .625
 Fourth Quarter                                70.00     70.00       .625

$3.875 Cumulative
  Convertible Preferred Stock                  High       Low      Dividends
1993                                                               
<S>                                          <C>        <C>        <C>
 First Quarter                               $ 54.00    $48.25     $ .96875
 Second Quarter                                54.50     51.75       .96875
 Third Quarter                                 55.50     52.625      .96875
 Fourth Quarter                                56.00     51.50       .96875

1992                                                               
<S>                                          <C>        <C>        <C>
 First Quarter                               $48.00     $44.00     $ .96875
 Second Quarter                               48.50      45.00       .96875
 Third Quarter                                49.50      45.50       .96875
 Fourth Quarter                               49.375     45.50       .96875
</TABLE>
                                       59
<PAGE>
<TABLE>
                             SELECTED FINANCIAL DATA
                        GATX Corporation and Subsidiaries
<CAPTION>
In Millions, except per share data
RESULTS OF OPERATIONS                                  1993     1992       1991       1990      1989       1988
<S>                                                  <C>      <C>        <C>        <C>       <C>        <C>
Gross income                                         $1,086.9 $1,019.1   $  989.1   $  870.4  $  701.7   $  579.7
Costs and expenses                                      982.5  1,004.2      897.0      766.6     609.7      513.4
                                                     -------- --------   --------   --------  --------   --------
Income before income taxes, equity
  in net earnings of affiliated companies
  and cumulative effect of accounting changes           104.4     14.9       92.1      103.8      92.0       66.3
Income taxes                                             51.4      9.6       33.6       35.3      35.5       26.8
                                                     -------- --------   --------   --------  --------   --------
Income before equity in net
  earnings of affiliated companies and
  cumulative effect of accounting changes                53.0      5.3       58.5       68.5      56.5       39.5
Equity in net earnings of affiliated companies           19.7     24.0       24.2       14.4       9.2        7.5
                                                     -------- --------   --------   --------  --------   --------
Income before cumulative
  effect of accounting changes                           72.7     29.3       82.7       82.9      65.7       47.0
Cumulative effect of accounting changes                     -    (45.8)         -          -         -          -
                                                     -------- --------   --------   --------  --------   --------
Net income (loss)                                    $   72.7 $  (16.5)  $   82.7   $   82.9  $   65.7   $   47.0
                                                     ======== ========   ========   ========  ========   ========

PER SHARE DATA
Net income (loss) applicable to
  Common Stock, as adjusted                          $   59.4 $  (29.8)  $   69.4   $   69.5  $   61.1   $   48.0
Per share of Common Stock
  and common stock equivalents:
    Income before cumulative
      effect of accounting changes                   $   2.99 $    .82   $   3.56   $   3.61  $   3.18   $   2.52
    Cumulative effect of accounting changes                 -    (2.35)         -          -         -          -
                                                     -------- --------   --------   --------  --------   --------
    Net income (loss)                                $   2.99 $  (1.53)  $   3.56   $   3.61  $   3.18   $   2.52
    Shares used in computation (in thousands)          19,894   19,441     19,506     19,279    19,212     19,054
Per share assuming conversion, except in 1993
  and 1992, of all outstanding Preferred Stock:
    Net income (loss)                                $   2.99 $  (1.53)  $   3.51   $   3.54  $   3.16   $   2.49
    Shares used in computation (in thousands)          19,894   19,441     23,561     23,399    21,024     19,432
Dividends declared per share of Common Stock         $   1.40 $   1.30   $   1.20   $   1.10  $   1.00   $    .90


FINANCIAL CONDITION
Total assets                                         $3,392.1 $3,426.3   $3,514.2   $3,309.7  $3,060.1   $2,605.5
Total long-term debt and
  capital lease obligations                           1,713.8  1,724.6    1,798.5    1,715.1   1,456.2    1,305.5
Shareholders' equity                                    589.9    557.6      614.0      558.4     504.0      263.5
Common shareholders' equity                             423.6    391.2      447.6      391.4     336.1      260.2
Common shareholders' equity per share                   20.78    19.27      22.27      19.56     16.73      14.41
</TABLE>
                                       60
<PAGE>



















































                                       61
<PAGE>
                       PRIOR YEAR'S MANAGEMENT DISCUSSION:
                     COMPARISON OF 1992 AND 1991 OPERATIONS
                        GATX Corporation and Subsidiaries


The following discussion analyzes GATX's comparative performance for the years
ended December 31, 1992 and 1991.  This information should be read in
conjunction with the consolidated financial statements on pages 36, 38 and 40. 
The discussion of the comparative results of GATX's operations for the years
ended December 31, 1993 and 1992 are presented in the management's discussion
and analysis on pages 29, 30, 31, 37, 41, and 42, and the financial data of
business segments on pages 32 through 35.

GATX Corporation's net loss for 1992 was $17 million or $1.53 per common share
compared to net income of $83 million or $3.56 per common share for 1991.  The
1992 loss was due to the adoption of two accounting statements which resulted in
a one-time non-cash net accounting charge of $46 million and the recording of a
$37 million aftertax special provision to the loss reserve.  This special
provision enabled GATX to reflect the value of certain real estate and freighter
aircraft in these depressed markets.  Before the cumulative effect of the
accounting changes, 1992 income was $29 million or $.82 per common share. 

GATX's return on common equity for 1992 was 3.6% before the cumulative effect of
the accounting changes compared to 16.5% in 1991.  The decrease was due to lower
earnings, partially offset by the reduction of equity reflecting the impact of
the net loss.  

The discussion below addresses income before the impact of the 1992  accounting
changes which are shown by segment in a table on page 33.

RAILCAR LEASING AND MANAGEMENT - Transportation's gross income of $289 million
in 1992 increased $4 million from 1991.  Higher average rental rates were offset
by a slightly lower average number of railcars on lease during the year. 
Average cars on lease of 49,800 were down 200 cars from 1991.  Fleet utilization
at December 31, 1992 was 92% on a fleet size of 54,400 railcars compared to 93%
on a fleet size of 53,600 in 1991.  

Transportation's 1992 earnings were unfavorably affected by a weak economy and
regulatory pressure on the industry which increased repair costs.  Income from
operations of $49 million decreased $6 million from 1991 as operating margins
continued to decline.  The gain in 1991 from the sale of its Mexican affiliates
further adversely affected the comparison of 1992 results.  Also, earnings for
1992 reflected a $1 million pretax charge related to refinancing equipment trust
certificates at favorable rates.

Transportation invested $108 million in the railcar fleet, up modestly from the
$101 million invested in 1991.  In addition, in 1992 Transportation invested $8
million as it began a multi-year program to significantly upgrade its repair
facilities.

FINANCIAL SERVICES - Gross income of $178 million decreased $28 million from
1991.  Disposition gains of $22 million decreased $28 million as fewer assets
were scheduled to come off lease.  Interest income of $21 million was $7 million
less than 1991 due to the early repayment of an aircraft loan in late 1991 and
an increase in real estate loans on which income was not being recognized. 
These decreases were partially offset by strong fee income which increased $6
million from the prior year to $14 million due to the development of new equity
sources in the international marketplace.  In addition, lease income increased
$5 million to an all-time high of $116 million as a result of the expansion of
the operating lease portfolio.  

Financial Services' 1992 loss from operations of $17 million compared to income
from operations of $28 million in 1991 was primarily the result of the $37
million aftertax special loss provision and the lower level of disposition
gains.  Interest expense was virtually unchanged between the years as higher
average outstanding debt balances were offset by lower interest rates.  Selling,
general and administrative expenses decreased $3 million from 1991 due to a
reduction in the average number of employees and lower outside service expenses.
Also, equity in net earnings of affiliated companies of $8 million decreased $2
million primarily reflecting lower income from aircraft joint ventures,
partially offset by a gain on the sale of a real estate joint venture.

Financial Services' portfolio additions of $178 million declined $190 million
from 1991 due to fewer portfolio investment opportunities.

                                       62
<PAGE>
                       PRIOR YEAR'S MANAGEMENT DISCUSSION:
                     COMPARISON OF 1992 AND 1991 OPERATIONS
                        GATX Corporation and Subsidiaries


TERMINALS AND PIPELINES - Terminals' gross income of $266 million increased $17
million from 1991.  This increase was the result of the completion of a number
of capital projects and strong results at many domestic operations.  Capacity
utilization at Terminals' wholly-owned facilities increased 3% over 1991 year
end to 91% at the end of 1992.  Throughput of 639 million barrels was down
slightly from 650 million barrels in 1991.

Terminals' income from operations of $23 million increased $4 million from 1991.
Late in 1991, Terminals established a business unit structure and eliminated its
regional offices to better control margins.  The improved results represented
increased margins due to domestic facility improvements and cost controls,
combined with increased earnings from foreign affiliates.  Operating costs were
$12 million higher than in 1991 largely due to higher maintenance, remediation
and claims expenses.  Earnings in 1992 were negatively affected by $2 million of
pretax charges relating to the recognition of debt issuance costs and call
premiums associated with debt refinancings at favorable terms and interest
rates.  Equity in net earnings of affiliated companies of $12 million improved
$2 million from 1991 primarily due to expansion of the Singapore operations. 
Earnings in 1991 included a $.7 million aftertax gain on the sale of certain
small non-strategic pipelines. 

Terminals invested $76 million in tank construction and other modifications and
improvements in 1992 compared to $85 million in 1991.  

GREAT LAKES SHIPPING - American Steamship's gross income of $79 million
increased $3 million from 1991 due to slightly higher rates and a small increase
in tonnage.  Tonnage carried in 1992 was 23.9 million tons compared to 23.5
million tons in 1991.  The mix of commodities carried remained essentially the
same as in 1991.  Freight revenue per ton increased slightly reflecting the
higher rates.  

ASC's income from operations of $6 million in 1992 decreased slightly as 1991
income included the impact of a favorable settlement of a tax issue.  The
contribution margin per ton increased slightly from 1991, primarily the result
of cost controls and improved vessel efficiency.  

LOGISTICS AND WAREHOUSING - GATX Logistics' gross income of $212 million
increased $38 million over 1991 primarily due to incremental revenues of $25
million from the acquisition of certain operations of Itel Distribution Systems
(IDS) in June 1991 plus other new business.  

Logistics recorded net income of $.9 million in 1992 compared to a loss of $.7
million in 1991.  New business combined with an increase in margins due to cost
controls and the integration of the operations acquired from IDS contributed to
Logistics' profitability.

Logistics invested $16 million for equipment additions and warehouse
construction in both 1992 and 1991.  Additions in 1991 also included $37 million
to acquire certain operations of IDS.

CORPORATE AND OTHER - GATX reported Corporate and Other net expenses of $34
million in 1992 compared to $26 million in 1991.  An additional tax provision of
$4 million associated with the liquidation of a foreign finance subsidiary was a
large contributor to the increase over 1991.  Also, Corporate recorded certain
costs in anticipation of the planned 1993 move to another downtown Chicago
location.  Further contributing to the unfavorable prior year comparison was the
recognition in 1991 of $2.6 million of deferred gains from miscellaneous asset
sales.

                                       63
<PAGE>

