
================================================================

                                                              

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

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



                                 Form 10-Q
             
     X     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                  OF THE SECURITIES EXCHANGE ACT OF 1934

                                    OR
             
           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                  OF THE SECURITIES EXCHANGE ACT OF 1934

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


For the Quarterly Period Ended             Commission File Number
March 31, 1995                             1-2328



                             GATX Corporation


Incorporated in the           IRS Employer Identification No.
State of New York                     36-1124040


                          500 West Monroe Street
                       Chicago, Illinois  60661-3676
                               312/621-6200


     Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  Yes   X     No  
                                        -----      -----    

     Registrant had 19,935,798 shares of common stock outstanding
as of  April 27, 1995.




=================================================================

                      PART I--FINANCIAL INFORMATION
<TABLE>
<CAPTION>
                     GATX CORPORATION AND SUBSIDIARIES
                         ------------------------
                                     
                CONSOLIDATED INCOME STATEMENTS (UNAUDITED)

                   In Millions, Except Per Share Amounts

                                              Three Months Ended
                                                    March 31
                                              ------------------
                                                1995       1994
                                              --------    -------
<S>                                            <C>        <C>
Gross income............................       $ 288.2    $ 260.7

Costs and expenses
 Operating expenses....................          137.2      128.5
 Interest..............................           38.8       33.1
 Provision for depreciation and
    amortization........................          40.7       37.9
 Provision for possible
    losses..............................           6.2        6.0
 Selling, general and
    administrative......................          31.4       28.5
                                              --------   --------
                                                 254.3      234.0
                                              --------   --------
Income before income taxes and equity in
 net earnings of affiliated
  companies.............................          33.9       26.7

Income taxes............................          15.1       10.9
                                              --------    -------
Income before equity in net earnings of affiliated
 companies.............................           18.8       15.8

Equity in net earnings of affiliated
  companies.............................           6.9        4.4
                                                -------    ------ 
Net income..............................       $  25.7    $  20.2
                                               ========   =======

Per common share:                          
 Net income............................        $  1.11    $   .84
 Net income, assuming full
      dilution..........................           1.06       .84
 Dividends declared....................             .40      .375
                  

<FN>
Note - The consolidated balance sheet at December 31, 1994 has
been derived from the audited financial statements at that date. 
All other consolidated financial statements are unaudited but
include all adjustments, consisting only of normal recurring
items, which management considers necessary for a fair statement
of the consolidated results of operations and financial position
for the respective periods.  Operating results for the three
months ended March 31, 1995 are not necessarily indicative of the
results that may be achieved for the entire year ending December
31, 1995.  
</FN>
</TABLE>
                                    -1-
<PAGE>
<TABLE>
<CAPTION>
                     GATX CORPORATION AND SUBSIDIARIES

                        CONSOLIDATED BALANCE SHEETS

                                In Millions


ASSETS

                                          March 31      December 31
                                             1995         1994
                                          (Unaudited)
                                          ----------    -----------
<S>                                       <C>           <C>

Cash and cash equivalents.............    $   10.8      $   27.3

Receivables
 Trade accounts......................         82.8         101.6
 Finance leases......................        497.8         533.4
 Secured loans.......................        218.1         231.2
 Less-Allowance for possible losses..        (95.1)        (89.6)
                                            -------       -------
                                             703.6         776.6


Property, plant and equipment
 Railcars and support facilities.....      1,949.4       1,857.4
 Tank storage terminals and pipelines      1,166.1       1,171.8
 Great Lakes vessels.................        203.5         203.4
Operating lease investments and other.       401.3         412.3
                                          --------      --------
                                           3,720.3       3,644.9

 Less - Allowances for depreciation..     (1,468.8)     (1,452.6)
                                         ---------      --------
                                           2,251.5       2,192.3

Investments in affiliated companies...       373.8         365.3


Other assets..........................       304.2         289.2
                                         ---------       -------


                                                                   
TOTAL ASSETS                              $3,643.9      $3,650.7
                                         =========      ========

</TABLE>

                                       

                                    -2-
<PAGE>

                                       

<TABLE>
<CAPTION>
LIABILITIES, DEFERRED ITEMS AND SHAREHOLDERS' EQUITY

                                          March 31    December 31
                                            1995          1994
                                        (Unaudited)
                                       ------------    ----------
<S>                                      <C>           <C>
Accounts payable.....................    $   175.3     $   269.5

Accrued expenses.....................         58.8          49.6
Debt
 Short-term debt....................         349.3         268.2
 Long-term debt.....................       1,542.9       1,549.7
 Capital lease obligations..........         249.4         255.4
                                          --------      --------
                                           2,141.6       2,073.3

Deferred income taxes................        253.9         257.5

Other deferred items.................        332.5         338.4
                                          --------      --------
Total liabilities and deferred items       2,962.1       2,988.3

Shareholders' equity
  Preferred Stock....................          3.4           3.4
 Common Stock.......................          14.2          14.2
 Additional capital.................         319.5         318.1
 Reinvested earnings................         367.9         353.5
 Cumulative foreign currency             
    translation adjustment...........         23.9          20.3
                                           -------       -------
                                             728.9         709.5
 Less-Cost of common shares in 
    treasury.........................        (47.1)        (47.1)
                                           -------       -------
                                   
 Total shareholders' equity                  681.8         662.4
                                           -------       -------

TOTAL LIABILITIES, DEFERRED ITEMS
 AND SHAREHOLDERS' EQUITY                $ 3,643.9     $ 3,650.7
                                          ========      ========


</TABLE>

                                    -3-

<PAGE>
<TABLE>
                       GATX CORPORATION AND SUBSIDIARIES
                                                
               STATEMENTS OF CONSOLIDATED CASH FLOWS (UNAUDITED)

                                  In Millions

                                                    Three Months Ended
                                                          March 31
                                                    ------------------
                                                      1995      1994
                                                    -------   -------
<S>                                                <C>        <C>
OPERATING ACTIVITIES
Net income                                         $   25.7   $  20.2
Adjustments to reconcile net income to net cash
  provided by operating activities:
  Realized gain on disposition of leased
     equipment                                        (11.3)     (4.8)
  Provision for depreciation and amortization          40.7      37.9
  Provision for possible losses                         6.2       6.0
  Deferred income taxes                                 4.6       2.0
Net change in trade receivables, inventories,
  accounts payable and accrued expenses               (64.0)     (3.3)
Other                                                 (23.2)     (7.3)
                                                    -------    ------
NET CASH (USED IN) PROVIDED BY
  OPERATING ACTIVITIES                                (21.3)     50.7

INVESTING ACTIVITIES
Additions to property, plant and equipment           (120.0)    (89.7)
Additions to equipment on lease, net of
  nonrecourse financing                               (41.2)    (91.3)
Secured loans extended                                 (4.5)    (39.6)
Investments in affiliated companies                    (2.0)      (.4)
                                                    -------    ------
 Capital additions                                   (167.7)   (221.0)
Portfolio proceeds:
 From disposition of leased equipment                  69.5      13.2
 From return of investment                             30.0      18.3
                                                    -------    ------
 Total portfolio proceeds                              99.5      31.5
Proceeds from other asset dispositions                 14.4       2.7
                                                    -------    ------
NET CASH USED IN INVESTING ACTIVITIES                 (53.8)   (186.8)

FINANCING ACTIVITIES
Proceeds from issuance of long-term debt               50.0      21.5
Repayment of long-term debt                           (56.9)    (36.0)
Net increase in short-term debt                        81.6     148.4
Repayment of capital lease obligations                 (6.0)     (4.1)
Issuance of Common Stock under employee 
  benefit programs                                      1.2       3.6
Cash dividends                                        (11.3)    (10.7)
                                                    -------    ------
NET CASH PROVIDED BY FINANCING ACTIVITIES              58.6     122.7
                                                    -------   -------

NET DECREASE IN CASH AND CASH EQUIVALENTS          $  (16.5)  $ (13.4)
                                                    =======   =======

</TABLE>
                              
                                      -4-

<PAGE>

                       MANAGEMENT'S DISCUSSION OF OPERATIONS

     COMPARISON OF FIRST THREE MONTHS OF 1995 TO FIRST THREE MONTHS OF 1994

GENERAL

GATX Corporation's net income for the first quarter of 1995 was
$26 million or $1.11 per common share compared to net income of
$20 million or $.84 per common share for the first quarter of
1994.  First quarter 1995 gross income increased 11% while net
income increased 27% as a result of continuing strong performance
at GATX's largest subsidiaries.  GATX's railcar leasing and
management subsidiary (Transportation) continued to operate at
high utilization rates while at the same time adding significant
numbers of railcars to its fleet.  GATX's terminal and pipeline
subsidiary's (Terminals') results improved due to increased demand
at many of its foreign terminals, earnings from recently acquired
terminal facilities, and strong chemical demand.   The increase at
Financial Services was principally due to increases in disposition
gains and fee income, both largely from rail equipment.   

Operating activities used $21 million of cash compared to cash
generated of $51 million in the 1994 first quarter.  Net income
adjusted for non-cash items generated $66 million of cash, an
increase of $5 million over the 1994 first quarter due to
increased net income and an increase in noncash adjustments for
depreciation and disposition gains.  The $6 million increase in
realized gains on disposition of leased equipment effectively
decreased cash from operating activities as the full amount of
proceeds was included under investing activities as portfolio
proceeds.  Changes in working capital and other generated $77
million less cash in 1995 largely due to a $48 million refund of a
deposit as the result of the lessee's exercise of its option to
return four DC-10 aircraft.  

Proceeds of $100 million were generated from the portfolio
compared to $32 million in the first quarter of 1994.  Proceeds
from the disposition of leased equipment of $70 million, primarily
from the sale of aircraft and rail equipment, were $56 million
more than the prior year.  Proceeds of $30 million from the
recovery of investment  increased $12 million primarily due to
increased loan principal received.  

Capital additions for the quarter totalled $168 million, a decrease
of $53 million from the 1994 quarter.  Additions at Financial
Services of $48 million were $84 million less than the prior year
which included two large transactions.  Transportation invested
$92 million in the railcar fleet, including $27 million for the
acquisition of used car fleets,  versus $56 million in last year's
first quarter; in addition, $5 million was expended on the service
center expansion compared to $4 million in 1994.  Terminals'
capital spending of $20 million decreased $7 million from 1994,
which included the acquisition of a terminal facility in the
United Kingdom.  Full year 1995 capital spending is forecasted to
exceed the $728 million expended in 1994.  A portion of the
1995 expenditures may not be effected depending on market
conditions.  It is anticipated that capital expenditures will be
funded by both internally generated funds and GATX's available
external financing sources.   

GATX had available unused committed lines of credit in the amount
of $268 million at March 31, 1995.  General American
Transportation Corporation (GATC) has a $650 million shelf
registration for pass through trust certificates and debt
securities, under which $225 million of notes and $93 million of
pass through trust certificates have been issued as of quarter
end.  GATC issued $50 million of ten-year medium-term notes during
the quarter.  GATX Capital has a $300 million shelf registration
for medium-term notes under which $55 million of medium-term notes
have been issued.  GATX Capital did not issue any medium-term
notes during the quarter.  
                                     

                                   -5-

<PAGE>
RESULTS OF OPERATIONS

Following is a discussion of the operating results of GATX's
business segments:

<TABLE>
<CAPTION>
RAILCAR LEASING AND MANAGEMENT (TRANSPORTATION)   
- ------------------------------------------------------------------
                             
                              Three Months Ended
(In Millions)                     March 31
                               1995    1994             Change
                              -----------------       -----------
<S>                           <C>      <C>            <C>    <C>
Gross Income                  $  85.5  $  78.0        $ 7.5  10 %

Net Income                    $  14.8  $  13.2        $ 1.6  12 %
                
- ------------------------------------------------------------------
</TABLE>
Transportation's gross income for the first quarter of 1995
increased 10% from the comparable prior year period due to
additional railcars on lease as a result of the high level of
railcar additions as well as  increased utilization, and slightly
higher lease rates.  Fleet utilization at March 31, 1995 was 95%
on a fleet size of 61,200 compared to 93% on a fleet size of
56,400 a year ago.  At quarter end, the active fleet totaled
57,800 compared to 52,600 a year ago.  

Net income increased 12% from the first quarter of 1994 as higher
revenues and investment earnings were partially offset by
increased fleet repair costs and ownership costs.  Operating
margins increased slightly as the growth in revenues exceeded the
increase in fleet repair costs.  Fleet repair costs increased 8%
due to the increased fleet size and increased number of cars
repaired, primarily  at GATX service centers.  Ownership costs,
consisting of rental expense, depreciation and interest, increased
19% due to the increased fleet size and higher interest rates.  

<TABLE>
<CAPTION>
TERMINALS AND PIPELINES
- ------------------------------------------------------------------

                            Three Months Ended
(In Millions)                    March 31        
                                1995     1994           Change
                            ------------------      --------------
<S>                           <C>      <C>          <C>       <C>
Gross Income                  $  81.3  $  72.3      $ 9.0     12 %

Net Income                    $   8.4  $   7.5      $  .9     12 %
- ------------------------------------------------------------------
</TABLE>

Terminals' 1995 gross income increased 12% reflecting higher
pipeline revenues and incremental revenues from newly-acquired
terminals .  Throughput for the first quarter was 153 million
barrels compared to 174 million barrels a year ago, largely
reflecting the mild winter which reduced petroleum needs and
tankage out of service as a result of flood damage in Texas which
occurred late last year.  Capacity utilization at Terminals'
wholly-owned facilities was 91% compared to 94% at year end and
87% at the end of the first quarter of 1994.   

Terminals' net income increased 12% from 1994.  Higher revenues
were offset by additional expenses incurred at new facilities and
at pipeline operations.  Further, SG&A increased due to management
restructuring, salary progression and additional positions;
interest expense grew from financing last year's acquisitions.
Operating margins decreased slightly due to higher operating costs
and depreciation.  Equity in net earnings of affiliated companies
of $4 million increased $1 million as the result of higher
earnings at all of the affiliates, except for one in Japan whose
earnings were lower as a result of the temporary shutdown of a
terminal due to earthquake damage.

      
                                    -6-

<PAGE>

<TABLE>
<CAPTION>
FINANCIAL SERVICES
- --------------------------------------------------------------------
                                                          
                            Three Months Ended
(In Millions)                   March 31
                                1995     1994            Change
                            ------------------        -------------
<S>                           <C>      <C>            <C>      <C>
Gross Income                  $  58.0  $  50.2        $ 7.8    16 %

Net Income                    $  10.1  $   5.9        $ 4.2    71 %

- --------------------------------------------------------------------
</TABLE>

Revenues at Financial Services increased 16% from the prior year
quarter primarily due to increased fee income and gains on
dispositions which were generated primarily from the remarketing
of rail equipment from the company's owned and managed portfolios.
Pretax disposition gains, which do not occur evenly period to
period, were $10 million for the first quarter of 1995 compared to
$4 million for the first quarter of 1994.  

Net income increased $4 million from 1994 due to the increased
revenues partially offset by  increased interest and SG&A expense.
The first quarter provision for losses of $6 million was equal to
the prior year period.  The loss reserve at March 31, 1995 was $88
million, or 7% of total investments.  Equity in net earnings of
affiliated companies increased $1 million from the comparable 1994
period primarily due to improved earnings at an international
aircraft joint venture.   

<TABLE>
<CAPTION>
GREAT LAKES SHIPPING
- ------------------------------------------------------------------

                             Three Months Ended
(In Millions)                    March 31        
                             -------------------
                               1995     1994            Change
                             --------   -------     ---------------
<S>                            <C>       <C>        <C>        <C>
Gross Income                   $  1.5    $  .8      $  .7      88 %

Net Income                     $   .6    $  .4      $  .2      50 %
- ------------------------------------------------------------------
</TABLE>

American Steamship traditionally does not begin operations until
late in the first quarter due to ice on the Great Lakes.  Net
income of $.6 million was recorded in the 1995 first quarter
compared to net income of $.4 million in the 1994 quarter. The
increase this year reflects the early start of the 1995 shipping
season due to the relatively mild winter.   

                                      

                                    -7-
<PAGE>

<TABLE>
<CAPTION>
LOGISTICS AND WAREHOUSING
- ------------------------------------------------------------------

                             Three Months Ended
(In Millions)                    March 31        
                             ------------------
                               1995     1994            Change
                             --------  -------        -----------
<S>                           <C>      <C>            <C>     <C>
Gross Income                  $  62.2  $  59.9        $ 2.3   4 %

Net Loss                      $   (.3) $   (.7)       $  .4   57 %
- ------------------------------------------------------------------
</TABLE>

GATX Logistics' gross income of $62 million increased 4% from the
1994 first quarter due to new customers, volume changes and some
rate increases.  The net loss was $.4 million less than the 1994
quarter due to improved margins along with a reduction in empty
space.  Margins improved due to sales volume, improved pricing and
adverse weather conditions in the 1994 quarter.  


                        PART II - OTHER INFORMATION

Item 1.  Legal Proceedings 

GATX has previously reported a number of lawsuits which have been
filed in the Superior Court for the State of California and served
upon Terminals, Calnev Pipe Line Company or another GATX
subsidiary seeking an unspecified amount of damages arising out of
the May 1989 explosion in San Bernardino, California.  One of
those suits, Ledbetter, et al, v. City of San Bernardino, et al,
filed May 1990 (No. 256173) was settled in April 1995.  It remains
management's opinion, based on information known to management and
taking into consideration probable insurance recovery, that the
ultimate resolution of the lawsuits arising out of the May 1989
explosion will not have a material effect on GATX's consolidated
financial position or operations.

GATX has previously reported a potential action against Calnev
Pipe Line Company for allegedly failing to timely report the
purported release of hazardous materials.  Calnev has entered into
a civil consent agreement with the San Bernardino California
District Attorney's office to settle the matter for a total
payment of $215,000 without admission of any violation.


                         

                                   -8-

<PAGE>

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

(a)  GATX's Annual Meeting of Stockholders was held on April 28,
     1995.

(b)  Matters voted upon at the meeting were:
<TABLE>
<CAPTION>
                                      Number of Shares Voted
                                      ----------------------
                                          For        Withheld
                                      ----------     --------
    1. Election of Directors
       <S>                            <C>             <C>
       James J. Glasser               20,644,929      126,183
       Franklin A. Cole               20,640,051      131,061
       James W. Cozad                 20,613,870      157,242
       James M. Denny                 20,646,095      125,017
       William C. Foote               20,360,667      410,445
       Deborah M. Fretz               20,619,587      151,525
       Richard A. Giesen              20,636,881      134,231
       Miles L. Marsh                 20,645,845      125,267
       Charles Marshall               20,641,131      129,981
       Michael E. Murphy              20,646,501      124,611
       Ronald H. Zech                 20,646,796      124,316
</TABLE>
<TABLE>
<CAPTION>
       <S>                            <C>             <C>
    2. Approval of GATX Corporation's 16,267,180      For
       1995 Long Term Incentive        2,494,451      Against 
       Compensation Plan                 188,587      Abstentions
                                       1,820,894      Broker Non-
                                                      Votes
</TABLE>

<TABLE>
<CAPTION>

       <S>                             <C>            <C>
    3. Ratification of appointment of  20,651,773     For
       Ernst & Young LLP as independent    67,346     Against 
       public auditors for Fiscal 1995.    51,993     Abstentions 
    

There were no broker non-votes with respect to the election of the
directors or the appointment of independent public auditors.
</TABLE>
                                  

                                -9-

<PAGE>
Item 6.  Exhibits and Reports on Form 8-K.                    Page

 (a) 10A GATX Corporation 1995 Long Term Incentive 
         Compensation Plan, approved by the shareholders
         of the Company on April 28, 1995, file number
         1-2328.  Submitted to the SEC along with the
         electronic submission of this Quarterly Report
         on Form 10-Q.

    10B  Management Incentive Compensation Plan dated
         January 1, 1995, file number 1-2328.  Submitted
         to the SEC along with the electronic submission
         of this Quarterly Report on Form 10-Q.

    10C  Agreement for Continued Employment Following
         Change of Control or Disposition of a Subsidiary
         between GATX Corporation and certain executive
         officers dated as of January 1, 1995, file
         number 1-2328.  Submitted to the SEC along with
         the electronic submission of this Quarterly
         Report on Form 10-Q.

    11A  Statement regarding computation of earnings per 
         share.                                                 11

    11B  Statement regarding computation of earnings per 
         share (full dilution).                                 12

    27   Financial Data Schedule for GATX Corporation for
         the quarter ended March 31, 1995.  Submitted to
         the SEC along with the electronic submission of
         this Quarterly Report on Form 10-Q.

(b)      No reports on Form 8-K were filed during the 
         reporting  period.

                                SIGNATURES

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


                                       GATX CORPORATION
                                          (Registrant)

                                      /s/ David M. Edwards
                                      -------------------------    
                                           David M. Edwards        
                                      Vice President Finance,Chief
                                   Financial Officer and Secretary
                                      (Duly Authorized Officer)





Date:  May 10, 1995


                                   -10-
<PAGE>
                                               
                                                         Exhibit 11A
<TABLE>
<CAPTION>
                     GATX CORPORATION AND SUBSIDIARIES

             COMPUTATION OF NET INCOME PER SHARE OF COMMON STOCK
                       AND COMMON STOCK EQUIVALENTS

                   In Millions, Except Per Share Amounts



                                                Three Months Ended
                                                      March 31
                                                ------------------
                                                 1995         1994
                                                -------      -----
<S>                                             <C>        <C>
Average number of shares of Common 
  Stock outstanding........................       19.9       19.8

Shares issuable upon assumed exercise of stock
  options, reduced by the number of shares which
  could have been purchased with the proceeds
  from exercise of such
options....................................         .4         .3
                                                 -----      -----
Total......................................       20.3       20.1
                                                 =====      =====

Net income.................................     $ 25.7     $ 20.2

Deduct - Dividends paid and accrued on
  Preferred Stock..........................        3.3        3.3

Net income, as adjusted....................     $ 22.4     $ 16.9
                                               -------    -------
Net income per share.......................     $ 1.11     $  .84
                                                          

</TABLE>
                                    -11-

<PAGE>
                                                                Exhibit 11B
<TABLE>
<CAPTION>

                     GATX CORPORATION AND SUBSIDIARIES

            COMPUTATION OF NET INCOME PER SHARE OF COMMON STOCK
                       AND COMMON STOCK EQUIVALENTS
                          ASSUMING FULL DILUTION

                   In Millions, Except Per Share Amounts

                                                Three Months Ended
                                                      March 31
                                                ------------------
                                                 1995         1994
                                                ------      ------
<S>                                          <C>          <C>
Average number of shares used to
compute primary earnings per share........      20.3         20.1 

Common Stock issuable upon assumed
conversion of Preferred Stock.............       4.0          4.0
                                              ------        -----
Total.....................................      24.3         24.1
                                              ======        =====

Net income, as adjusted per primary
computation...............................   $  22.4      $  16.9

Add - Dividends paid and accrued on Preferred
Stock.....................................       3.3          3.3
                                             -------       ------
Net income, as adjusted...................   $  25.7      $  20.2
                                             =======      =======
Net income per share, assuming full
dilution..................................   $  1.06      $   .84
                                             =======      =======

</TABLE>



                                     -12-
<PAGE>






