



                                                                   EXHIBIT 13


GATX Review of Financial Operations
-------------------------------------------------------------------------------


Reports of GATX Management and of Ernst & Young LLP,
  Independent Auditors                                                      32

Management Discussion and Analysis: 1995 Compared to 1994
  (Continued on pages 41, 43 and 45)                                        33

Financial Data of Business Segments                                         36

Statements of Consolidated Income and Reinvested Earnings                   40

Consolidated Balance Sheets                                                 42

Statements of Consolidated Cash Flows                                       44

Notes to Consolidated Financial Statements                                  47

Quarterly Results of Operations (Unaudited) and                             63
  Common and Preferred Stock Information

Selected Financial Data                                                     64

Management Discussion and Analysis: 1994 Compared to 1993                   66

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



Business Segments

The following summary describes GATX's current business segments:

Railcar  Leasing  and  Management  represents  General  American  Transportation
Corporation and its foreign subsidiaries and affiliates (Transportation),  which
lease and manage tank cars and other specialized railcars.

Terminals and Pipelines  represents GATX Terminals  Corporation and its domestic
and foreign subsidiaries and affiliates (Terminals),  which own and operate tank
storage terminals, pipelines and related facilities.

Financial Services  represents GATX Capital Corporation and its subsidiaries and
joint  ventures,  which arrange and service the financing of equipment and other
capital assets on a worldwide basis.

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 and warehousing  facilities
throughout North America.



                                                     - 31 -
                                                     
                                                      

<PAGE>



                                             Report of GATX Management




To Our Shareholders:

The management of GATX  Corporation has prepared the  accompanying  consolidated
financial statements and related information included in this 1995 Annual Report
to  Shareholders  and has the primary  responsibility  for the integrity of this
information.  The financial  statements  have been  prepared in conformity  with
generally accepted accounting principles and necessarily include certain amounts
which are based on estimates and informed judgments of management.

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


 /s/ Ronald H. Zech
------------------------
       Ronald H. Zech
       President and
  Chief Executive Officer


  /s/ David M. Edwards
-------------------------
      David M. Edwards
   Vice President Finance
and Chief Financial Officer

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


                                                     
                                                      
                                                      

<PAGE>



                        Report of Ernst & Young LLP, 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, 1995 and 1994, 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,  1995.  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,  1995 and 1994,  and the results of their
operations  and their cash flows for each of the three years in the period ended
December 31, 1995, in conformity with generally accepted accounting principles.




Chicago, Illinois                                             ERNST & YOUNG LLP
January 23, 1996  

                                         - 32 -
                                                      

<PAGE>


                          Management Discussion and Analysis
                                 1995 Compared to 1994

GATX  reported  record net income of $101  million or $4.30 per common share for
the year ended  December  31,  1995  compared to $91 million or $3.88 per common
share for 1994. On a fully diluted basis, earnings per share were $4.13 compared
to $3.78 in the prior  year.  This  improvement  was  principally  due to record
earnings at  Transportation,  Financial  Services  and  American  Steamship  and
improved  earnings at Logistics.  Terminals' net income decreased  slightly from
1994's record level.  GATX's return on common equity for 1995 was 16.7% compared
to 17.0% in 1994. The comparative  performance for 1994 versus 1993 is discussed
in the prior year's management discussion on pages 66 and 67 of this report.

RAILCAR  LEASING AND  MANAGEMENT  Transportation's  gross income of $361 million
increased  $39  million  from 1994.  Rental  revenues  increased  12% due to the
increase in the number of railcars on lease, higher average rental rates and new
operations in Mexico. At the end of 1995,  Transportation had 61,400 railcars on
lease in the United States versus 56,500 a year ago.  Domestic fleet utilization
of 95% at the end of the year was slightly higher than the prior year due to the
continued high demand for tank cars. Over 6,200 new and used railcars were added
to the domestic  fleet in 1995,  which is 1,400 more than were added in 1994. In
addition,  1,200 cars were leased in from the Mexican National  Railroad.  Fleet
additions in 1996 are expected to be at lower levels than the exceptionally high
level of railcars added in 1995.

Net  income  of $63  million  increased  14% over  1994  reflecting  the  higher
revenues,  the increase in income  generated  from invested  funds due to higher
interest  rates,  and higher  equity  earnings  from  Transportation's  Canadian
affiliate.  Operating  margins  improved  slightly  as the  growth  in  revenues
exceeded  the  increase  in fleet  repair  costs and SG&A  expense.  Pressure on
operating  margins is expected to continue as higher standards of repair without
compensating revenue increases characterize the industry today. Ownership costs,
consisting of lease rental  expense,  depreciation  and interest,  increased 21%
from last year due to the  increased  fleet size,  investments  in GATX  service
centers, and the new operations in Mexico.

Fleet repair costs  increased  11% as a result of the  increased  fleet size and
number  of  cars  repaired,   primarily  at  Transportation's  service  centers.
Transportation's  commitment  to  provide  its  customers  with well  maintained
railcars,  coupled  with  stricter  maintenance  standards  in the  industry and
mandated inspection programs, will continue to increase repair costs. During the
year,  Transportation  completed the major upgrade program for its four domestic
service  centers.  This three year  project  was  designed  to control  costs by
improving the efficiency and productivity of the repair process and reducing the
time a car is out of  service.  The  number  of cars  repaired  at GATX  service
centers increased 15% from last year.  Average  throughput days for a railcar in
the repair shop has been reduced by almost 30% as a result of this  project,  to
approximately  32 days at year end. SG&A  increased 18% primarily as a result of
increased  employee  costs,  new  operations  in Mexico,  and  higher  legal and
consulting expenses.

TERMINALS AND  PIPELINES  Terminals'  gross income of $313 million  increased 3%
over 1994  reflecting  incremental  revenues from  newly-acquired  terminals and
strong  petroleum  activity  in the first  half of 1995,  especially  in the Los
Angeles market. However,  revenues in the latter part of the year were less than
in 1994 as a result of lower worldwide  petroleum storage demand,  significantly
lower  utilization  of tanks in the Northeast due to reduced  buildup of heating
oil inventories, and lower demand and price competition in Los Angeles. Revenues
from chemical markets remained strong. Revenues at the two pipelines serving the
Las Vegas and Orlando markets  continue to increase as demand for clean products
remains strong. The non-strategic Wyco pipeline was sold early in 1995. Capacity
utilization  at Terminals'  wholly-owned  facilities  was 85% at the end of 1995
compared to 94% a year earlier,  reflecting  the effects of lower  industry-wide
petroleum  inventory  levels and tanks out of service for repairs and  upgrades.
Throughput  was 655 million  barrels  compared  to 671 million  barrels the year
before.  Incremental throughput from newly-acquired  terminals was offset by the
absence of throughput at Wyco. Lower overall  throughput  reflected mild weather
in early 1995,  lower  blending  activity,  refinery  turnarounds,  tanks out of
service, and a contract termination with a large customer.
                               -33-
<PAGE>

Terminals'  net income of $31 million  decreased  $1 million  from 1994.  Higher
revenues,  slightly  improved  operating  margins and  increased  earnings  from
foreign affiliates were offset by higher SG&A and interest  expenses.  Operating
costs in 1995 approximated 1994 levels.  Interest expense grew 17% as additional
debt was incurred to finance acquisitions as well as maintenance, regulatory and
environmental  expenditures.  Environmental and maintenance spending continue to
grow in keeping with GATX's  commitment  to improve  terminalling  assets and to
operate its facilities in an environmentally  responsible  manner. SG&A expenses
increased 19% due to improvements in information systems,  additional personnel,
training,  and moving and relocation costs.  Overall,  the continuing  long-term
focus on improving physical assets, information systems and people may constrain
near-term earnings.  Equity in net earnings of affiliates of $15 million grew $3
million over 1994 due to strong  chemical  demand in Europe and Singapore.  Also
contributing  to the increase in equity  earnings  were results from the Olympic
Pipeline  Company in which a 25% interest  was acquired in the third  quarter of
1995.

Terminals' business  environment at year end was characterized by continuing low
distillate storage demand, historically low petroleum industry inventory levels,
lower  pricing due to  increased  competition  and low  refinery  margins.  This
environment  is expected to continue into 1996.  Terminals  plans to selectively
acquire and construct facilities both domestically and overseas.

FINANCIAL  SERVICES  Financial  Services' gross income of $218 million increased
$11  million  from  1994.  The  increase  was  principally  due to higher  asset
remarketing  income,  largely from the  remarketing  of rail equipment from both
owned and managed portfolios which generated increased disposition gains and fee
income.  Fee income  increased  $9 million.  Pretax  disposition  gains were $33
million  compared to $21 million in 1994. These gains do not occur evenly period
to period.  Lease income decreased $4 million due to the return of four aircraft
at lease  termination  in early 1995 and the sale of an interest in two aircraft
which were on lease;  these were  partially  offset by revenues  generated  as a
result of the  acquisition  in November of Sun Financial,  a technology  focused
finance  company,  and the impact of overall  increased  lease volume.  Interest
income  decreased  $4 million  primarily  as the result of  prepayment  premiums
received in 1994.

Net income of $33 million  increased $8 million  from 1994 due to the  increased
revenues and higher joint venture income, partially offset by increased interest
and SG&A  expenses.  Equity  earnings  increased  $6  million  primarily  due to
improved earnings at an international aircraft joint venture, higher income from
rail and technology  joint  ventures,  and a gain from the sale of a real estate
investment.  Interest expense exceeded 1994 by $6 million due to the increase in
average debt balances between years and higher interest rates. SG&A increased $4
million  primarily due to higher employee costs,  legal expenses and incremental
costs from Sun  Financial.  The  provision  for  possible  losses of $18 million
decreased  $1  million  from 1994.  The loss  reserve at the end of 1995 was $92
million,  or 6.5% of net  investments.  During the year,  the carrying  value of
certain older  widebody  aircraft was reduced to reflect  current market values.
Aircraft demand has  strengthened as the oversupply of aircraft has been reduced
and the recovery of the airline industry continues.

Growth at  Financial  Services is expected to continue as a result of the recent
acquisition   of  Sun  Financial  and  a  sustained   high  level  of  portfolio
investments.
                                  -34-
<PAGE>

GREAT LAKES SHIPPING  American  Steamship  Company's gross income of $83 million
increased $1 million over 1994 as higher per ton rates were partially  offset by
fewer tons  transported.  Tonnage carried in 1995 was 25.5 million tons compared
to 26.3 million tons in 1994.  Customer demand  remained  strong  throughout the
1995 season.  Favorable weather conditions  contributed to an early start to the
navigation season in the spring of 1995 but were offset by substantially  colder
temperatures and early ice formation in late 1995.

Net  income of $7  million  increased  25% from  1994 as a result of the  higher
revenue,  increased  income on invested  funds,  and an  increased  contribution
margin due to efficient  vessel  operations and cost controls.  Contribution per
ton was 7% greater than the prior year as operating expenses were reduced due to
lower  insurance and vessel  repair costs.  Also,  ASC's  training  programs for
vessel  personnel and  preventive  maintenance  programs  contributed to reduced
costs. These savings were partially offset by additional  operational  expenses,
principally  tugs,  incurred  late  in  the  year  due to  the  adverse  weather
conditions. ASC continues to focus on managing existing capacity and controlling
costs.

The  environment on the Great Lakes remains  competitive  with supply and demand
for vessel capacity in balance. Overall, ASC transported an estimated 23% of the
total U.S. flag Great Lakes tonnage in 1995,  down slightly from 1994. U.S. flag
tonnage  increased to 105 million tons in 1995,  an increase of 3 million  tons.
Iron ore cargoes  continued  to be in demand  even  though raw steel  production
decreased to 89% of capacity  late in the year  compared to 93% a year  earlier.
Lake Erie coal loadings were among the lowest on record,  but limestone  tonnage
increased.

LOGISTICS AND WAREHOUSING GATX Logistics' gross income of $259 million increased
$15 million over 1994 as a result of new customers, higher volumes from existing
customers and some rate  increases.  Total  warehousing  square  footage of 24.4
million  square feet increased 5% over 1994.  Space  utilization at year end was
97% compared to 92% at the end of 1994.  The  reduction in empty space is due to
new business, the closing of one warehouse, and the subleasing of space in three
warehouses.

Net  income in 1995 of $.5  million  was $1 million  higher  than in 1994 due to
improved  margins and lower  amortized  costs,  partially  offset by higher SG&A
costs related to increased employee costs. Margins improved due to new business,
price increases, volume levels and reduced empty space cost.

Revenues and margins are expected to continue to grow as Logistics  continues to
replace low margin public business with more profitable  contract  business.  In
addition,  there is a continued emphasis on key customer relationships to expand
business with existing customers. However, this strategy is evolutionary and may
take several years to significantly improve earnings.

CORPORATE  AND OTHER  Corporate  and Other net  expense  of $33  million  was $8
million more than in 1994 primarily as the result of increased  interest expense
due to higher interest rates.

The management  discussion and analysis of the financial statements is continued
on pages 41, 43 and 45.

                               - 35 -

<PAGE>



FINANCIAL DATA OF BUSINESS SEGMENTS
--------------------------------------------------------------------------------


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 39 to enable the reader to ascertain  segment  profitability
before deducting interest expense.
<TABLE>
<CAPTION>

SEGMENT PROFITABILITY (IN MILLIONS):

GROSS INCOME                      1995         1994        1993       1992        1991
--------------                 ---------    ---------   --------   ---------   ---------
<S>                            <C>          <C>         <C>        <C>         <C>
Railcar Leasing and
  Management                   $  360.9     $  322.1    $  302.2   $  289.3    $  285.3
Terminals and Pipelines           313.4        303.1       281.1      266.5       249.7
Financial Services                217.9        206.8       204.0      177.7       205.6
Great Lakes Shipping               83.5         82.4        80.6       78.7        76.0
Logistics and Warehousing         259.4        244.2       224.4      212.2       174.0
                               --------     --------    --------   --------    --------
  Subtotal                      1,235.1      1,158.6     1,092.3    1,024.4       990.6
Corporate and Other                (1.7)        (3.6)       (5.4)      (5.3)       (1.5)
                               --------     --------    --------   --------    --------

  Consolidated                 $1,233.4     $1,155.0    $1,086.9   $1,019.1    $  989.1
                               ========     ========    ========   ========    ========
</TABLE>
<TABLE>
<CAPTION>

INCOME BEFORE INCOME TAXES, EQUITY
  IN NET EARNINGS OF AFFILIATED
  COMPANIES AND CUMULATIVE
  EFFECT OF ACCOUNTING CHANGES          1995       1994       1993       1992     1991
------------------------------------ ---------  --------   ---------   -------  -------
<S>                                  <C>        <C>        <C>        <C>       <C>
Railcar Leasing and
  Management                         $   90.7   $   79.6   $   74.4   $   68.4  $  73.6
Terminals and Pipelines                  30.3       33.2       30.2       19.8     14.9
Financial Services                       36.7       34.4       34.5      (38.9)    35.6
Great Lakes Shipping                     10.8        8.8       10.2        9.3      8.6
Logistics and Warehousing                 3.2        1.6        2.5        3.8       .5
                                     --------   --------    -------    -------  -------
  Subtotal                              171.7      157.6      151.8       62.4    133.2

Corporate and Other:
  Selling, general and
    administrative expense              (20.4)     (18.3)     (22.9)     (18.9)   (14.4)
  Interest expense                      (31.8)     (17.2)     (18.4)     (23.4)   (24.8)
  Other, net                             (2.5)      (4.3)      (6.1)      (5.2)    (1.9)
                                     --------    --------    -------   --------  -------
  Subtotal                              (54.7)     (39.8)     (47.4)     (47.5)   (41.1)
                                     --------    --------   --------   --------  -------

  Consolidated                       $  117.0   $  117.8   $  104.4   $   14.9  $  92.1
                                     ========   ========   ========   ========  =======
</TABLE>
<TABLE>
<CAPTION>

EQUITY IN NET EARNINGS     
  OF AFFILIATED COMPANIES       1995      1994       1993        1992       1991
-------------------------   --------    -------   --------   --------    --------
<S>                         <C>         <C>       <C>        <C>         <C>
Railcar Leasing and
  Management                $    5.4    $   4.7   $    4.5   $    4.5    $    4.5
Terminals and Pipelines         14.7       12.2       10.1       11.8        10.2
Financial Services              11.3        5.6        5.1        7.7         9.5
                            --------    -------   --------    -------    --------

  Consolidated              $   31.4    $  22.5   $   19.7   $   24.0    $   24.2
                            ========    =======   ========   ========    ========

</TABLE>
<TABLE>
<CAPTION>

INCOME BEFORE CUMULATIVE
  EFFECT OF ACCOUNTING CHANGES        1995       1994      1993(A)     1992(B)     1991
------------------------------    --------    -------   ---------   ---------    --------
<S>                               <C>         <C>        <C>        <C>         <C>
Railcar Leasing and
  Management                      $   62.9    $  55.1    $   47.6   $   49.4    $   55.2
Terminals and Pipelines               31.0       31.9        26.5       23.4        19.0
Financial Services                    32.6       24.9        21.5      (16.7)       28.5
Great Lakes Shipping                   7.0        5.6         6.8        6.2         6.3
Logistics and Warehousing               .5        (.5)         .1         .9         (.7)
                                  --------    -------    --------    -------     --------
  Subtotal                           134.0      117.0       102.5       63.2       108.3
Corporate and Other                  (33.2)     (25.5)      (29.8)     (33.9)      (25.6)
                                  --------    -------     --------   --------    --------

  Consolidated                    $  100.8    $  91.5    $   72.7   $   29.3    $   82.7
                                  ========    =======    ========   ========    ========

<FN>

(A)     Income  includes a $7.3 million  charge for the  cumulative  increase in
        deferred  income  taxes as a result of the 1993  federal tax rate change
        (See following table for breakdown by segment).
(B)     Income was reduced further by $45.8 million for the cumulative effect of
        accounting changes resulting in a net loss of $16.5 million.
</FN>
</TABLE>

                                          - 36 -
                                                      
                                                    
<PAGE>

FINANCIAL DATA OF BUSINESS SEGMENTS (CONTINUED)
-------------------------------------------------------------------------------

FEDERAL INCOME 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.

<TABLE>
<CAPTION>

                                                      Income (Loss)
                                          Net         Before        Tax         Net
                                          Income      Tax Rate      Rate        Income
                                          (Loss)      Change        Change (A)  (Loss)
                                         --------     ------------  ----------- -------


In Millions, Except Per Share Data          1994                      1993
                                         --------     ---------------------------------
<S>                                       <C>          <C>         <C>           <C>
Railcar Leasing and Management            $ 55.1       $ 51.9      $  (4.3)      $ 47.6
Terminals and Pipelines                     31.9         28.8         (2.3)        26.5
Financial Services                          24.9         23.1         (1.6)        21.5
Great Lakes Shipping                         5.6          6.8            -          6.8
Logistics and Warehousing                    (.5)          .1            -           .1
                                          ------       ------      -------       ------

  Subtotal                                 117.0        110.7         (8.2)       102.5
                                          ------       ------      -------       ------

Corporate and Other                        (25.5)       (30.7)          .9        (29.8)
                                          ------       ------      -------       ------

  Consolidated                            $ 91.5       $ 80.0      $  (7.3)      $ 72.7
                                          ======       ======      =======       ======

Income (Loss) Per Common Share            $ 3.88       $ 3.36      $  (.37)      $ 2.99
                                          ======       ======      ========      ======
<FN>

(A) Effect of 1993 tax rate change on pre-1993 deferred taxes.
</FN>
</TABLE>


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,  such as
railcars, aircraft and warehouses,  which are financed through off-balance sheet
operating  leases  and  therefore  are  not  included  in  identifiable  assets;
similarly, the corresponding financings are not included in long-term debt.

FINANCIAL POSITION (IN MILLIONS):
<TABLE>
<CAPTION>

IDENTIFIABLE
ASSETS                            1995        1994        1993       1992         1991
------------                  --------      --------    --------   --------    --------

<S>                           <C>           <C>         <C>        <C>         <C>     
Railcar Leasing and
  Management                  $2,041.9      $1,882.8    $1,701.0   $1,694.7    $1,678.3
Terminals and Pipelines        1,101.5       1,022.5       872.5      816.2       781.7
Financial Services             1,503.3       1,255.8     1,240.1    1,320.0     1,366.0
Great Lakes Shipping             187.2         189.8       194.5      204.8       199.8
Logistics and Warehousing        171.6         172.6       172.8      165.2       189.0
                              --------      --------    --------   --------    --------

    Subtotal                   5,005.5       4,523.5     4,180.9    4,200.9     4,214.8
                              --------      --------    --------   --------    --------
Corporate and Other               21.9          20.9        25.0       27.3        32.7
Intersegment Amounts            (984.5)       (893.7)     (813.8)    (801.9)     (733.3)
                              --------      --------    --------    --------   --------

  Consolidated                $4,042.9      $3,650.7    $3,392.1   $3,426.3    $3,514.2
                              ========      ========    ========   ========    ========
</TABLE>
<TABLE>
<CAPTION>

LONG-TERM DEBT
AND CAPITAL LEASE OBLIGATIONS       1995        1994        1993        1992       1991
------------------------------   --------   --------    --------    --------   --------

<S>                              <C>        <C>         <C>         <C>        <C>     
Railcar Leasing and
  Management                     $  979.2   $  874.9    $  744.8    $  744.1   $  829.3
Terminals and Pipelines             560.7      506.8       422.8       389.0      392.3
Financial Services                  888.9      688.3       715.3       728.4      689.2
Great Lakes Shipping                113.2      117.7       122.6       127.1      131.6
Logistics and Warehousing             2.4       13.1        17.1        10.3       29.9
                                 --------   --------    --------    --------   --------

    Subtotal                      2,544.4    2,200.8     2,022.6     1,998.9    2,072.3

Intersegment Amounts               (451.9)    (395.7)     (308.8)     (274.3)    (273.8)
                                 --------   --------    --------    --------   --------

  Consolidated                   $2,092.5   $1,805.1    $1,713.8    $1,724.6   $1,798.5
                                 ========   ========    ========    ========   ========
</TABLE>
 
<TABLE>
<CAPTION>

DEFERRED INCOME
TAXES (BENEFIT)                1995        1994         1993         1992         1991
------------------         --------    --------     --------     --------     ---------

<S>                        <C>         <C>          <C>          <C>          <C>     
Railcar Leasing and
  Management               $  192.8    $  188.3     $  181.0     $  175.1     $  235.6
Terminals and Pipelines        90.4        85.2         87.0         76.8         70.5
Financial Services              9.7         (.1)        (7.1)        (7.8)        10.1
Great Lakes Shipping            9.7         8.2          6.8          4.5         (2.6)
Logistics and Warehousing        .5          .9           .8          (.1)           -
                           --------    --------       ------     --------     --------

    Subtotal                  303.1       282.5        268.5        248.5        313.6

Corporate and Other           (38.3)      (25.0)       (20.3)       (14.4)       (10.0)
                           --------    --------     --------     --------     --------

  Consolidated             $  264.8    $  257.5     $  248.2     $  234.1     $  303.6
                           ========    ========     ========     ========     ========
</TABLE>

                                                     - 37 -
<PAGE>

FINANCIAL DATA OF BUSINESS SEGMENTS (CONTINUED)
--------------------------------------------------------------------------------

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,  for deferred  income  taxes,  and for possible
losses.


ITEMS AFFECTING CASH FLOW (IN MILLIONS):
<TABLE>
<CAPTION>

CASH FROM OPERATIONS
AND PORTFOLIO PROCEEDS          1995         1994         1993       1992        1991
-----------------------     --------     --------     --------   --------    --------

<S>                         <C>          <C>          <C>        <C>         <C>     
Net cash provided by
  operating activities      $  205.1     $  265.4     $  229.6   $  211.3    $  202.4
Portfolio proceeds             282.0        212.3        243.4      155.0       207.0
                            --------     --------     --------   --------    --------

  Consolidated              $  487.1     $  477.7     $  473.0   $  366.3    $  409.4
                            ========     ========     ========   ========    ========
</TABLE>
<TABLE>
<CAPTION>
                

NET CASH PROVIDED
BY OPERATING ACTIVITIES          1995         1994        1993         1992        1991
-----------------------      --------     --------    --------     --------    ---------

<S>                          <C>          <C>         <C>          <C>         <C>     
Railcar Leasing and
  Management                 $  141.5     $  118.0    $  136.5     $  108.7    $  114.1
Terminals and Pipelines          70.6         83.5        71.2         82.4        64.2
Financial Services                8.5         67.7        33.0         45.8        52.3
Great Lakes Shipping             18.1          8.2        11.4         17.6        11.7
Logistics and Warehousing        14.3          9.5         4.9         14.5         6.7
                             --------     --------    --------     --------    --------

    Subtotal                    253.0        286.9       257.0        269.0       249.0

Corporate and Other             (47.9)       (21.5)      (27.4)       (57.7)      (46.6)
                             --------     --------    --------     --------    --------

  Consolidated               $  205.1     $  265.4    $  229.6     $  211.3    $  202.4
                             ========     ========    ========     ========    ========
</TABLE>

<TABLE>
<CAPTION>


PROVISION FOR
DEPRECIATION AND AMORTIZATION       1995         1994       1993        1992        1991
-----------------------------    --------     -------   ---------   --------    --------

<S>                              <C>         <C>        <C>         <C>         <C>     
Railcar Leasing and
  Management                     $   76.1    $   68.3   $   63.9    $   62.6    $   62.2
Terminals and Pipelines              45.3        43.5       41.0        38.6        35.8
Financial Services                   32.0        35.1       29.5        21.1        15.5
Great Lakes Shipping                  6.2         6.0        5.6         5.6         5.6
Logistics and Warehousing            11.1        11.5       10.2        10.1         8.2
                                 --------    --------   --------    --------    --------

    Subtotal                        170.7       164.4      150.2       138.0       127.3

Corporate and Other                    .9          .7         .5          .3          .4
                                 --------    --------   --------    --------    --------

  Consolidated                   $  171.6    $  165.1   $  150.7    $  138.3    $  127.7
                                 ========    ========   ========    ========    ========
</TABLE>

                                      -38-
<PAGE>
FINANCIAL DATA OF BUSINESS SEGMENTS (CONTINUED)
-----------------------------------------------
<TABLE>
<CAPTION>

CAPITAL ADDITIONS AND
PORTFOLIO INVESTMENTS             1995        1994          1993        1992        1991
----------------------        --------    --------      --------    --------    ---------

<S>                           <C>         <C>           <C>         <C>         <C>     
Railcar Leasing and 
 Management                   $  392.6    $  285.4      $  195.3    $  116.6    $  102.4
Terminals and Pipelines          148.6       154.4          77.8        76.2        85.1
Financial Services               388.5       279.2         302.1       178.0       367.9
Great Lakes Shipping                .7          .7            .1          .6         2.5
Logistics and Warehousing          6.4         8.1          14.1        16.0        53.0
                              --------    --------      --------    --------    --------

  Subtotal                       936.8       727.8         589.4       387.4       610.9

Corporate and Other                 .9          .5           7.0          .1          .1
                              --------    --------      --------    --------    --------

  Consolidated                $  937.7    $  728.3      $  596.4    $  387.5    $  611.0
                              ========    ========      ========    ========    ========
</TABLE>
<TABLE>
<CAPTION>


INTEREST EXPENSE                  1995         1994        1993         1992        1991
--------------------          --------     --------    --------     --------    ---------

<S>                           <C>          <C>         <C>          <C>         <C>     
Railcar Leasing and
  Management                  $   92.2     $   70.0    $   69.6     $   87.3    $   92.3
Terminals and Pipelines           46.4         39.7        39.0         40.3        38.9
Financial Services                68.4         62.7        65.4         71.9        71.4
Great Lakes Shipping               7.8          8.1         9.2          9.5         9.9
Logistics and Warehousing           .8          1.0          .7          1.7         2.1
                              --------     --------    --------     --------    --------

  Subtotal                       215.6        181.5       183.9        210.7       214.6

Corporate and Other               31.8         17.2        18.4         23.4        24.8
Intersegment Amounts             (77.3)       (50.5)      (50.5)       (58.0)      (57.5)
                              --------     --------    --------     --------    --------

  Consolidated                $  170.1     $  148.2    $  151.8     $  176.1    $  181.9
                              ========     ========    ========     ========    ========
</TABLE>
<TABLE>
<CAPTION>

LONG-TERM DEBT AND CAPITAL
LEASE OBLIGATION MATURITIES       1996        1997         1998          1999        2000
---------------------------   --------    --------     --------     ---------    --------

<S>                           <C>         <C>          <C>          <C>          <C>     
Railcar Leasing and
  Management                  $   59.4    $   60.9     $   18.5     $   54.3     $   95.0
Terminals and Pipelines           13.3        12.0         71.0         39.0         17.6
Financial Services               156.5       144.0        110.6        100.7         93.3
Great Lakes Shipping               5.1         6.3          5.2          5.7          5.7
Logistics and Warehousing           .5          .5           .2           .1           .1
                              --------    --------     --------      -------     --------

  Consolidated                $  234.8    $  223.7     $  205.5     $  199.8     $  211.7
                              ========    ========     ========     ========     ========

</TABLE>


                                                     - 39 -

<PAGE>

<TABLE>
<CAPTION>


STATEMENTS OF CONSOLIDATED INCOME AND REINVESTED EARNINGS
-----------------------------------------------------------

GATX Corporation and Subsidiaries
In Millions Except Per Share Data/Year Ended December 31       1995      1994        1993
--------------------------------------------------------    --------   --------    --------

<S>                                                         <C>        <C>         <C>     
Gross Income                                                $1,233.4   $1,155.0    $1,086.9


Costs and Expenses
   Operating expenses                                          612.8      579.5       527.6
   Interest                                                    170.1      148.2       151.8
   Provision for depreciation
     and amortization                                          171.6      165.1       150.7
   Provision for possible losses                                18.4       19.2        29.6
   Selling, general and administrative                         143.5      125.2       122.8
                                                            --------   --------    --------
                                                             1,116.4    1,037.2       982.5
                                                            --------   --------    --------


Income Before Income Taxes and Equity
  in Net Earnings of Affiliated Companies                      117.0      117.8       104.4

Income Taxes                                                    47.6       48.8        51.4
                                                            --------   --------      ------

Income Before Equity in Net
  Earnings of Affiliated Companies                              69.4       69.0        53.0

Equity in Net Earnings
  of Affiliated Companies                                       31.4       22.5        19.7
                                                            --------   --------    --------


Net Income                                                     100.8       91.5        72.7


Reinvested earnings at beginning of year                       353.5      305.1       273.1
Dividends declared on
   Common and Preferred Stock                                  (45.3)     (43.1)      (40.7)
                                                            --------   --------    --------

Reinvested Earnings at End of Year                          $  409.0   $  353.5    $  305.1
                                                            ========   ========    ========



Per Share Data
 Net income                                                 $   4.30   $   3.88    $   2.99
 Net income, assuming full dilution                             4.13       3.78        2.99
 Dividends declared per common share                            1.60       1.50        1.40
 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
   common share equivalents (in thousands)                    20,359     20,153      19,894

<FN>

See Notes to Consolidated Financial Statements.
</FN>
</TABLE>

                                    - 40 -

<PAGE>

                      MANAGEMENT DISCUSSION AND ANALYSIS OF INCOME
                                   1995 COMPARED TO 1994

Gross Income of $1.2 billion exceeded 1994 by $78 million, or 7%, as a result of
a larger active  railcar  fleet,  incremental  revenues  from recently  acquired
terminals, and increased logistics revenue. Further, portfolio disposition gains
increased $12 million over 1994.

Operating  Expenses of $613  million  increased  $33  million.  Transportation's
operating  expenses  increased  $19 million  over 1994 as a result of  increased
operating  lease  expense and  increased  fleet repair costs due to the expanded
fleet size.  Transportation  continues to utilize sale leasebacks to finance the
majority of 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  lease are recorded as operating  lease  expense.
Logistics'  expenses  were  $10  million  over  last  year  due to the  costs of
servicing new customers.

Interest  Expense  increased  $22  million  from the prior year as the result of
higher  average  debt  balances  to fund the growth of the  business  and higher
interest rates.  This increase in interest rates had a minimal effect on results
as assets are either  match  funded or offer  repricing  opportunities  as lease
contracts are renewed.

The  company  continues  to  utilize  interest  rate  swaps to better  match the
duration of the debt  portfolio to the terms of the railcar  leases and floating
rate assets.  The effect of the swaps was to reduce interest expense in 1995 and
1994.

Depreciation and Amortization  Expense  increased $6 million from 1994 primarily
due to Transportation's increased fleet size and updated service centers.

The Provision for Possible Losses of $18 million,  which is largely attributable
to Financial  Services,  was slightly less than the prior year's provision based
on the current estimate of reserve needs.

Selling,  General and  Administrative  Expenses were $18 million  higher than in
1994 due to increased employee costs,  information systems costs, and consulting
expenses.  In addition,  expenses increased related to new railcar operations in
Mexico and the newly-acquired Sun Financial.

Income Tax Expense of $48 million  decreased $1 million from 1994. The effective
tax  rate for both  years  was 41%.  The  effective  tax rate  exceeded  the 35%
statutory rate because of state taxes,  foreign  income,  minority  interest and
nondeductible items.

Equity in Net  Earnings of  Affiliated  Companies  of $31 million  increased  $9
million from 1994. Equity earnings at Financial Services exceeded the prior year
by $6 million due to a gain from the sale of a real estate investment,  improved
earnings at an  international  aircraft joint venture and higher income from the
rail and  technology  asset joint  ventures.  Equity  earnings also increased at
Terminals'  European  and  Singapore  terminals  and  Transportation's  Canadian
railcar joint  venture.  Terminals'  newly-acquired  25% interest in the Olympic
Pipeline Company also contributed to the increase.

Consolidated  Net  Income  of $101  million  increased  $9  million  from  1994.
Consolidated  results  represent the second  consecutive year of record earnings
for GATX Corporation.  This was the result of record earnings at Transportation,
Financial  Services and American  Steamship and modest improvement at Logistics,
partially offset by decreases at Terminals and Corporate.

                                    - 41 -
                                                      
                                                     
<PAGE>
<TABLE>
<CAPTION>

CONSOLIDATED BALANCE SHEETS
------------------------------

GATX Corporation and Subsidiaries
In Millions/December 31                                       1995              1994
----------------------------------                       ---------          --------


<S>                                                      <C>                <C>     
Assets

Cash and Cash Equivalents                                $    34.8          $   27.3

Receivables
    Trade accounts                                           115.4             101.6
    Finance leases                                           673.8             533.4
    Secured loans                                            239.9             231.2
    Less - Allowance for possible losses                    (100.0)            (89.6)
                                                         ---------          --------
                                                             929.1             776.6

Property, Plant and Equipment
    Railcars and support facilities                        1,945.1           1,857.4
    Tank storage terminals and pipelines                   1,242.3           1,171.8
    Great Lakes vessels                                      204.1             203.4
    Operating lease investments and other                    510.7             412.3
                                                         ---------          --------
                                                           3,902.2           3,644.9
    Less - Allowance for depreciation                     (1,533.1)         (1,452.6)
                                                         ---------          --------
                                                           2,369.1           2,192.3

Investments in Affiliated Companies                          408.7             365.3

Other Assets                                                 301.2             289.2
                                                         ---------          --------

                                                         $ 4,042.9          $3,650.7
                                                         =========          ========


Liabilities, Deferred Items and Shareholders' Equity

Accounts Payable                                         $   233.3          $  269.5

Accrued Expenses                                              48.2              49.6

Debt
    Short-term debt                                          330.2             268.2
    Long-term debt                                         1,850.9           1,549.7
    Capital lease obligations                                241.6             255.4
                                                         ---------          --------
                                                           2,422.7           2,073.3

Deferred Income Taxes                                        264.8             257.5

Other Deferred Items                                         356.1             338.4
                                                         ---------          --------

      Total Liabilities and Deferred Items                 3,325.1           2,988.3

Shareholders' Equity
    Preferred Stock                                            3.4               3.4
    Common Stock                                              14.3              14.2
    Additional capital                                       324.8             318.1
    Reinvested earnings                                      409.0             353.5
    Cumulative foreign currency
      translation adjustment                                  13.4              20.3
                                                         ---------          --------
                                                             764.9             709.5
    Less - Cost of common shares in treasury                 (47.1)            (47.1)
                                                         ---------          --------
      Total Shareholders' Equity                             717.8             662.4
                                                         ---------          --------

                                                         $ 4,042.9          $3,650.7
                                                         =========          ========

<FN>

    See Notes to Consolidated Financial Statements.
</FN>
</TABLE>

                                     - 42 -
                                                    
                                                      
<PAGE>

                       MANAGEMENT DISCUSSION AND ANALYSIS OF BALANCE SHEETS
                                     1995 COMPARED TO 1994

Total Assets of $4.0 billion increased $392 million as the high level of capital
additions,  portfolio investments and investments in affiliates more than offset
the  depreciation of capitalized  assets and the normal runoff of the portfolio.
GATX also utilizes additional assets, such as railcars, aircraft and warehouses,
which are obtained through  off-balance sheet operating leases and therefore are
not included on the balance sheet.

Total  Receivables  increased  $152  million  from the  prior  year  end.  Trade
receivables  increased $14 million  primarily as a result of the higher level of
revenues.  Finance  leases  increased  $140 million as lease  additions  and the
consolidation of  newly-acquired  Sun Financial's  leases exceeded the runoff of
the  portfolio.  The  allowance for possible  losses  increased $10 million as a
result of an $18 million  addition to the loss reserve at Financial  Services in
1995,  which was partially offset by $8 million of writedowns net of recoveries.
The allowance for losses remained largely unchanged at the other subsidiaries.

Property,  Plant and Equipment increased $177 million primarily due to increased
investment  in railcar and terminal  assets and  increased  operating  lease and
other investments at Financial Services. Transportation invested $350 million in
new and used railcars,  $17 million in new operations in Mexico, and $15 million
in facility  improvements,  which were  partially  offset by the $250 million of
railcar sale leasebacks.  As these leasebacks qualified as operating leases, the
assets were removed from the balance sheet.  Terminals invested $129 million for
tank construction,  facility improvements and expansion,  and the acquisition of
terminal facilities.

Investments in Affiliated  Companies  increased $43 million.  New investments of
$50 million  included an additional  investment in a European rail joint venture
and the  purchase  of a 25% equity  interest in the  Olympic  Pipeline  Company.
Equity income of $31 million was more than offset by cash distributions received
of $38 million, primarily from air and rail joint ventures.

Accounts Payable decreased $36 million.  The 1994 payable balance included a $48
million  deposit  which was  refunded  in early 1995 as the result of a lessee's
exercise of its option to return four DC-10 aircraft.

Total Debt increased $349 million to fund a portion of the significant volume of
capital  additions and portfolio  investments made during the year. In addition,
the  consolidation  of Sun  Financial  added $144 million of debt to the balance
sheet.

Consolidated  Equity  increased  $55  million,  reflecting  net  income  of $101
million,  partially  offset by the  declaration  of $45  million  of common  and
preferred  stock  dividends.   The  cumulative   foreign  currency   translation
adjustment  decreased $7 million as a result of the  strengthening of the dollar
against  most major  currencies.  The balance of the change is  attributable  to
proceeds from stock option exercises.

                                          - 43 -
                                                      
                                                      
<PAGE>

<TABLE>
<CAPTION>
                                                  
STATEMENTS OF CONSOLIDATED CASH FLOWS
-------------------------------------

GATX Corporation and Subsidiaries
In Millions/Year Ended December 31                      1995          1994         1993
-----------------------------------                 ---------      --------      --------

<S>                                                  <C>           <C>           <C>    
Operating Activities
Net income                                           $ 100.8       $  91.5       $  72.7
Adjustments to reconcile net income to net cash
 provided by operating activities:
   Realized gain on disposition of leased
    equipment                                          (33.3)        (21.7)        (45.7)
   Provision for depreciation and amortization         171.6         165.1         150.7
   Provision for possible losses                        18.4          19.2          29.6
   Deferred income taxes                                16.2           9.4          11.7
Net change in trade receivables, inventories,
    accounts payable and accrued expenses              (68.9)         64.6          15.9
Other                                                     .3         (62.7)         (5.3)
                                                     -------        -------     --------

  Net cash provided by operating activities            205.1         265.4         229.6

Investing Activities
Additions to property, plant and equipment            (521.5)       (435.0)       (292.9)
Additions to equipment on lease, net of
 nonrecourse financing                                (256.1)       (161.3)       (216.0)
Secured loans extended                                 (84.1)       (101.5)        (39.4)
Investments in affiliated companies                    (49.7)        (29.5)        (43.3)
Progress payments and other                            (26.3)         (1.0)         (4.8)
                                                     ---------      -------      -------

Capital additions and portfolio investments           (937.7)       (728.3)       (596.4)
Portfolio proceeds:
  From disposition of leased equipment                 139.4          65.4         102.2
  From return of investment                            142.6         146.9         141.2
                                                     --------       -------      --------

Total portfolio proceeds                               282.0         212.3         243.4
Proceeds from other asset dispositions                 318.5         148.5         243.4
                                                     --------       -------      --------    
   Net cash used in investing activities              (337.2)       (367.5)       (109.6)

Financing Activities
Proceeds from issuance of long-term debt               399.5         239.0         199.3
Repayment of long-term debt                           (219.6)       (127.0)       (160.1)
Net increase (decrease) in short-term debt              13.3          42.1        (105.3)
Repayment of capital lease obligations                 (13.8)        (12.4)        (14.6)
Issuance of common stock under employee
  benefit programs                                       5.5           4.6           4.7
Cash dividends                                         (45.3)        (43.1)        (40.7)
                                                      -------       -------      --------

  Net cash provided by (used in) financing
    activities                                         139.6         103.2        (116.7)
                                                     -------       -------       --------

Net Increase In Cash and Cash Equivalents            $   7.5       $   1.1      $    3.3
                                                     =======       =======      =========   


See Notes to Consolidated Financial Statements.

</TABLE>
                                                     - 44 -
                                                      
                                                     
<PAGE>

                 MANAGEMENT DISCUSSION AND ANALYSIS OF CASH FLOWS
                              1995 COMPARED TO 1994

GATX generates  significant cash from its operating activities and proceeds from
its investment portfolio which are used to service debt, to pay dividends and to
fund  capital  additions  and  portfolio   investments.   Most  of  the  capital
requirements  represent  additions to the railcar  fleet,  terminal and pipeline
facilities,  capital equipment investment portfolio, and joint ventures, and are
considered discretionary capital expenditures. As a result, the level of capital
spending  can be adjusted  as  conditions  in the  economy or GATX's  businesses
warrant.

Cash  Provided by Operating  Activities  generated  $205 million of cash flow in
1995, a $60 million  decrease from 1994.  Net income  adjusted for noncash items
generated  $274 million of cash, an increase of $10 million over 1994  primarily
due to increased net income.  Changes in working capital and other generated $70
million  less cash in 1995  largely due to a $48 million  refund of a deposit in
the first quarter of 1995 as the result of a lessee's  exercise of its option to
return four DC-10 aircraft.

Cash Used in  Investing  Activities  decreased  $30 million from the prior year.
Capital additions  totaled $938 million,  an increase of $209 million from 1994.
Transportation   invested  $365  million  in  its  domestic  railcar  fleet  and
facilities  versus  $282  million in 1994;  $28  million  also was  invested  in
international operations in Mexico and Europe this year versus $3 million in the
prior year.  During the year,  Transportation  completed a major upgrade program
for its four strategically located domestic service centers.  Terminals' capital
spending of $149 million was $6 million  lower than in 1994 when six  additional
terminal  facilities  were acquired.  Spending in 1995 included the expansion or
upgrading of several existing terminal facilities, including the expansion of an
existing  pipeline in Central  Florida,  and the acquisition of an interest in a
pipeline in the Northwest.  Portfolio  investments at Financial Services of $388
million were $109 million higher than in 1994  primarily due to higher  spending
on the  air  and  rail  portfolios  and  the  acquisition  of Sun  Financial,  a
technology-focused  finance company.  Logistics' spending of $6 million was down
$2 million from a year ago.

Proceeds of $282  million were  generated  from the  portfolio  compared to $212
million in 1994.  Proceeds from the disposition of leased  equipment,  primarily
aircraft and rail assets, increased $74 million from the previous year. Proceeds
from the return of investment decreased $4 million from 1994.

Proceeds from other asset  dispositions  of $319 million  increased $170 million
from 1994 due to increased sale leaseback  activity.  In 1995,  General American
Transportation  Corporation  (GATC) completed $250 million of sale leasebacks of
railcars at  Transportation.  Financial  Services generated $47 million from the
sale leaseback of an aircraft  which was acquired  during the year. In 1994, net
proceeds of $130 million were received from the sale leaseback of railcars. GATX
has used sale  leasebacks as a cost effective  method of financing  assets given
GATX's alternative minimum tax position.

Cash Provided by Financing  Activities  increased $36 million  compared to 1994.
GATX  finances its capital  additions  and  portfolio  investments  through cash
generated from operations and portfolio proceeds supplemented by debt financings
and sale  leasebacks.  During the year $400 million of long-term debt was issued
and $220 million of long-term obligations were repaid.
Short-term debt increased by $13 million.

Cash  dividends  increased  $2 million in 1995 due to an  increase in the common
stock dividend from $1.50 per share in 1994 to $1.60 per share in 1995. This was
the tenth consecutive year GATX increased its dividend. The dividend was further
increased to $1.72 in January 1996.

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 1995, GATC amended its credit facility to extend until
2000 while GATX Capital's amended three-year revolver now expires in 1998. 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, 1995,  GATX and its  subsidiaries  had available  unused  committed
lines of credit amounting to $376 million.

In December 1995, a $650 million GATC shelf  registration for pass through trust
certificates and debt securities became effective;  none had been issued at year
end. In January  1996,  a shelf  registration  for $300 million for GATX Capital
became  effective.  At year end, GATX has $496 million of commitments to provide
financing to customers or to acquire assets,  $317 million of which is scheduled
to fund in 1996.

                             -45-
<PAGE>

At December 31, 1995,  approximately  $629 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 operations of GATX's  subsidiaries  (collectively
GATX)   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 laws 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 a  number  of
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 or future  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 three divested companies for which GATX believes it has adequate reserves.

GATX's  environmental  reserve at the end of 1995 was $94 million  and  reflects
GATX's best  estimate of the cost to  remediate  its  environmental  conditions.
Additions to the reserve were $14 million in 1995 and $27 million in 1994;  1994
included  $13  million  recorded  in  conjunction  with  terminal  acquisitions.
Expenditures  charged to the reserve  amounted to $16 million and $12 million in
1995 and 1994, respectively.

In 1995,  GATX made capital  expenditures of $18 million for  environmental  and
regulatory  compliance  compared to $15 million in 1994. These projects included
marine vapor recovery,  discharge  prevention  compliance,  waste water systems,
impervious  dikes,  tank  modifications  for  emissions  control,  and  tank car
cleaning  systems.   Environmental   projects   authorized  or  currently  under
consideration would require capital expenditures of approximately $28 million in
1996. GATX anticipates it will make annual  expenditures at a similar level over
the next five years.
                                     - 46 -
                                                       
<PAGE>

GATX Corporation and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Financial data of business segments for 1995, 1994, and 1993 on pages 36 through
39 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.
The estimated useful lives of depreciable assets are as follows:

        Railcars                                   20-33 years
        Buildings, leasehold improvements,
         storage tanks, and pipelines               5-40 years
        Great Lakes vessels                        30-40 years
        Machinery and related equipment             3-25 years
        Operating lease investments                 3-38 years

Goodwill  - GATX has  classified  the cost in  excess  of the fair  value of net
assets  acquired as goodwill.  Goodwill,  which is included in other assets,  is
being amortized on a straight-line  basis over 10 to 40 years.  GATX continually
evaluates  the  existence  of  goodwill  impairment  on the basis of whether the
goodwill  is  recoverable  from  projected  undiscounted  net cash  flows of the
related business. Goodwill, net of accumulated amortization of $25.3 million and
$21.3 million, was $136.0 million and $133.8 million as of December 31, 1995 and
1994,  respectively.  Amortization  expense  was $4.2  million  in 1995 and $4.1
million in 1994 and 1993.

Income  Taxes -  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 $156.0 million at December 31, 1995.

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 $3.5 million at December 31, 1995.

Other   Deferred   Items  -  Other   deferred  items  include  the  accrual  for
postretirement  benefits other than pensions;  environmental,  general liability
and workers' compensation reserves; and other deferred credits.

                                -47-
<PAGE>

 
Off-Balance  Sheet Financial  Instruments - GATX uses interest rate and currency
swaps,  forwards and similar  contracts  to set  interest and exchange  rates on
existing  or  anticipated  transactions.  These  instruments  qualify  for hedge
accounting.  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. The fair values of the hedge
contracts are not  recognized in the financial  statements.  Net amounts paid or
received on such  contracts are  recognized  over the term of the contract as an
adjustment to interest expense or the basis of the hedged financial instrument.

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 which 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.

Revenue  Recognition  - The  majority of GATX's gross income is derived from the
rentals of railcars, commercial aircraft, Great Lakes vessels, and terminalling,
warehousing and logistics services. In addition,  income is derived from finance
leases, asset remarketing, 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
$(6.9) million,  $18.3 million, and $(5.4) million,  during 1995, 1994 and 1993,
respectively.

Use of Estimates - The  preparation of financial  statements in conformity  with
generally accepted accounting principles necessarily requires management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the financial  statements as well as revenues and expenses  during the reporting
period.  Actual  amounts  when  ultimately  realized  could  differ  from  those
estimates.

Earnings  Per Share -  Primary  earnings  per  share  are based on the  weighted
average number of common shares and 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.  Fully  diluted  earnings  per share  are based on the  weighted
average  number of common shares  outstanding,  including  shares  issuable upon
exercise of employee  stock  options,  and assume all  preferred  stock has been
converted  into  common  shares  if  the  effect  of  such   conversion  is  not
antidilutive.

Reclassifications  - Certain  amounts in the 1994 and 1993 financial  statements
have been reclassified to conform to the 1995 presentation.

NOTE B - ACCOUNTING FOR LEASES

The following information pertains to GATX as a lessor:

Finance  Leases - The  components of the  investment in finance  leases were (in
millions):

December 31                                     1995                    1994
------------                                  --------                --------


Minimum future lease receivables              $ 671.6                 $ 558.4
Estimated residual values                       269.2                   266.1
                                              -------                 -------
                                                940.8                   824.5
Less - Unearned income                         (267.0)                 (291.1)
                                              -------                 -------
Investment in finance leases                  $ 673.8                 $ 533.4
                                              =======                 =======
                                          -48-
<PAGE>

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.

Minimum Future  Receipts - Minimum future lease receipts from finance leases and
minimum future rental receipts from  noncancelable  operating  leases by year at
December 31, 1995 were (in millions):


                          Finance Leases      Operating Leases         Total
                          ---------------    -------------------    ---------


1996                          $154.7              $  539.2           $  693.9
1997                           120.8                 399.1              519.9
1998                            89.5                 299.5              389.0
1999                            69.2                 216.9              286.1
2000                            62.0                 181.4              243.4
Years thereafter               175.4                 392.7              568.1
                              ------              --------           --------

                              $671.6              $2,028.8           $2,700.4
                              ======              ========           ========
 

The following information pertains to GATX as a lessee:

Capital Leases - Certain assets classified as property,  plant and equipment and
finance leases which have been financed under capital leases were (in millions):


December 31                                 1995                  1994
-------------                             -------              --------


Railcars                                  $ 152.8               $ 153.1
Great Lakes vessels                         159.5                 159.5
                                          -------               -------
                                            312.3                 312.6
Less - Allowance for depreciation          (152.0)               (141.1)
                                          -------               -------
                                            160.3                 171.5
Finance leases                               15.9                  18.9
                                          -------               -------

                                          $ 176.2               $ 190.4
                                          =======               =======

Operating Leases - GATX has financed  railcars,  aircraft 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, net of
sublease income, for the years ended December 31, 1995, 1994 and 1993 was $131.6
million,  $113.7 million, and $94.1 million,  respectively.  Sublease income was
$8.2  million,   $6.8  million,  and  $6.3  million  in  1995,  1994  and  1993,
respectively.

Future  Minimum  Rental  Payments - Future  minimum  rental  payments  due under
noncancelable leases at December 31, 1995 were (in millions):


                                         Capital Leases       Operating Leases
                                        ----------------     ------------------


1996                                          $ 33.9              $  130.4
1997                                            32.9                 127.3
1998                                            31.9                 115.4
1999                                            31.9                 101.4
2000                                            31.4                  99.1
Years thereafter                               246.7               1,284.4
                                              ------              --------
                                               408.7              $1,858.0
                                              ------              ========
Less - Amounts representing interest          (167.1)
Present value of future                       ------
  minimum capital lease payments              $241.6
                                              ======


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. Future minimum  operating lease payments have not been reduced by aggregate
future noncancelable sublease rentals of $17.9 million.  Interest expense on the
above capital leases was $20.1 million in 1995, $21.2 million in 1994, and $23.6
million in 1993.

                                     - 49 -
                                                     
<PAGE>

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. As of December 31, 1995,  secured loan principal due by year was as
follows (in millions):

                                               Loan
                                             Principal
                                           ------------


1996                                          $ 39.8
1997                                            28.4
1998                                            23.2
1999                                            21.9
2000                                             7.5
Years thereafter                               119.1
                                              ------
                                              $239.9
                                              ======
                                            
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  are in
businesses similar to GATX's principal  subsidiaries;  they include Canadian and
European  railcar  leasing,  foreign and  domestic  tank storage  terminals  and
pipelines, and aircraft and information technology joint ventures. Distributions
received from such  affiliates  were $37.9  million,  $26.2  million,  and $27.7
million, in 1995, 1994 and 1993, respectively.

Summarized operating results for all affiliated companies in their entirety were
(in millions):

For the Year                       1995            1994               1993
------------                     -------        --------           ---------

Revenues                         $ 526.8        $  489.2           $  400.9

Net income                          78.8            60.9               42.9


Summarized  balance sheet data for all  affiliated  companies in their  entirety
were (in millions):

December 31                                1995                1994
------------                            --------           --------


Total assets                           $2,178.0            $2,031.0

Long-term liabilities                     790.1               780.7
Other liabilities                         294.5               214.8
                                       --------            --------
Shareholders' equity                   $1,093.4            $1,035.5
                                       ========            ========

                                        - 50 -

<PAGE>

NOTE E - FOREIGN OPERATIONS


GATX has a number of investments in subsidiaries and affiliated  companies which
are  located in or derive  income  from,  foreign  countries.  Foreign  entities
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,  a Mexican railcar operation,  and
foreign lease and loan investments which are fully consolidated.

GROSS INCOME (IN MILLIONS)           1995               1994             1993
---------------------------      --------           --------         --------


Foreign                          $   71.5           $   63.7         $   65.4
United States                     1,161.9            1,091.3          1,021.5
                                 --------           --------         --------

                                 $1,233.4           $1,155.0         $1,086.9
                                 ========           ========         ========
                  

INCOME BEFORE INCOME TAXES AND
EQUITY IN NET EARNINGS OF AFFILIATED
COMPANIES (IN MILLIONS)              1995             1994             1993
------------------------          --------          --------         --------


Foreign                          $    3.3           $    4.6         $    6.0
United States                       113.7              113.2             98.4
                                 --------            -------         --------

                                 $  117.0           $  117.8         $  104.4
                                 ========           ========         ========
                  



EQUITY IN NET EARNINGS OF
AFFILIATED COMPANIES (IN MILLIONS)      1995           1994             1993
----------------------------------   -------       --------         --------


Foreign                              $  26.6       $   21.2         $   18.1
United States                            4.8            1.3              1.6
                                     -------       --------         --------

                                     $  31.4       $   22.5         $   19.7
                                     =======       ========         ========
                  




IDENTIFIABLE ASSETS (IN MILLIONS)      1995           1994             1993
---------------------------------  --------       --------         --------    

Foreign                            $  516.8       $  479.6         $  419.4
United States                       3,526.1        3,171.1          2,972.7
                                   --------       --------         --------

                                   $4,042.9       $3,650.7         $3,392.1
                                   ========       ========         ========
                  

Foreign  cash flows  generated  are used to meet local  operating  needs and for
reinvestment.  The translation of the foreign  balance sheets into U.S.  dollars
results  in  an  increase  or  decrease  to  the  unrealized   foreign  currency
translation account.

NOTE F - SHORT-TERM DEBT AND LINES OF CREDIT


Short-term debt and its weighted  average  interest rate as of year end were (in
millions):


December 31                           1995                     1994
------------                   ------------------        ------------------
                                 Amount      Rate         Amount      Rate
                               ---------   ------        -------    --------


Commercial paper                  $175.2    6.14%         $184.8      6.12%
Other short-term borrowings        155.0    6.49            83.4      6.03
                                  ------                  ------
                                  $330.2                  $268.2
                                  ======                  ======

                                    -51-
<PAGE>

Under a  revolving  credit  agreement  with a group of banks,  General  American
Transportation Corporation (GATC) may borrow up to $250.0 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 met its  requirement  to maintain a minimum net worth of $573.4  million at
December 31, 1995.  While at year end no borrowings were  outstanding  under the
agreement,  the  available  line of  credit  was  reduced  by $44.6  million  of
commercial  paper  outstanding.  GATC  had  borrowings  of $62.9  million  under
unsecured  money market lines at December 31, 1995.  Also,  GATX Terminals has a
revolving  credit agreement of (pound)28.0  million of which (pound)4.0  million
was available at year end.

GATX Capital has commitments  under its credit  agreements with a group of banks
for revolving  credit loans totaling  $282.5 million of which $137.6 million was
available  at December  31,  1995.  The amount  available  was reduced by $144.9
million of 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, 1995, such covenants limited
GATX  Capital's  ability to  transfer  net assets to GATX to no more than $107.4
million.

Interest  expense on short-term debt was $19.4 million in 1995, $13.2 million in
1994, and $10.9 million in 1993.


NOTE G- LONG-TERM DEBT


Long-term debt consisted of (in millions):

                                                Final         December 31
                              Interest Rates   Maturity      1995     1994
                              --------------   --------    -------   ------


Variable rate:                
  Term notes                   6.1125%-8.5%   1997-2018    $   40.5  $   81.0
  Nonrecourse obligations       7.125-10.0    2000-2002        52.6      48.8
                                                             ------    ------
                                                               93.1     129.8

Fixed rate:
  Term notes                   5.16%-10.80%   1996-2012     1,526.5   1,321.9
  Nonrecourse obligations       5.10-11.08    1996-2013       140.8       6.5
  Industrial revenue bonds      6.625-7.3     2019-2024        87.9      87.9
  Title XI bonds                   7.1          1998            2.6       3.6
                                                            -------    ------
                                                            1,757.8   1,419.9
                                                            -------   -------

                                                           $1,850.9  $1,549.7
                                                           ========  ========

Maturities  of GATX's  long-term  debt as of  December  31, 1995 for each of the
years 1996 through 2000 were (in millions):



                                 Long-Term Debt
                                 --------------

1996                                $220.3
1997                                 208.9
1998                                 190.4
1999                                 183.3
2000                                 194.8


                                          -52-
<PAGE>

At December 31, 1995, certain technology assets,  facilities,  aircraft, vessels
and warehouse equipment with a net carrying value of $244.0 million were pledged
as collateral for $198.4 million of notes and bonds.

Interest cost  incurred on long-term  debt,  net of  capitalized  interest,  was
$130.6  million in 1995,  $113.8  million in 1994,  and $117.3  million in 1993.
Interest cost  capitalized as part of the cost of  construction  of major assets
was $6.2 million in 1995, $3.0 million in 1994, and $2.7 million in 1993. Losses
of $.3 million and $.5 million were recorded on the early  retirement of debt in
1994 and 1993, respectively.

At December  31, 1995,  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 $628.8 million of
the  $1,225.0  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 - OFF-BALANCE SHEET FINANCIAL INSTRUMENTS

In  the  ordinary  course  of  business,  GATX  enters  into  various  types  of
transactions  that involve  financial  instruments with  off-balance  sheet risk
which are used to manage  financial  market risk,  including  interest  rate and
foreign exchange risk.

At  December  31,  1995  GATX  had the  following  off-balance  sheet  financial
instruments (in millions):

                            Notional       Pay            Receive
Interest Rate Swaps          Amount     Rate/Index       Rate/Index    Maturity
-------------------         --------   -------------   ------------  ----------


GATX pays fixed,
  receives floating         $ 805.5       4.7-7.585%      LIBOR       1996-2001

GATX pays floating,
  receives fixed            1,045.0         LIBOR       4.74-7.646%   1996-2006




Currency Forwards and Swaps      Deliver          Purchase       Maturity
---------------------------     ---------       ------------     ---------



Singapore dollar forwards          $ 7.1        10.0 Singapore     1996

Canadian dollar swaps               31.2        42.3 Canadian    2001-2003


GATX had the following interest rate hedge activity (in millions):

                                     Pay             Pay
Interest Rate Swaps                 Fixed          Floating
-------------------                --------       ----------


Balance at January 1, 1994          $ 400.0         $  680.0

Additions                             200.0            100.0
Maturities                           (100.0)               -
                                     -------         -------

Balance at December 31, 1994          500.0            780.0

Additions                             405.5            290.0
Maturities                           (100.0)           (25.0)
                                    --------         --------

Balance at December 31, 1995        $ 805.5         $1,045.0
                                    =======         =========

                                    -53-
<PAGE>

GATX  manages  its  assets  and  liabilities  using  interest  rate swaps and on
occasion  uses interest rate  forwards for  anticipated  transactions.  At GATC,
interest  rate  swaps are  utilized  to better  match the  duration  of its debt
portfolio to the  duration of its railcar  leases.  Railcar  assets are financed
with long-term fixed rate debt or through sale leasebacks.  However, the railcar
assets are placed on lease with average new lease terms of 5 years;  the average
renewal term is 3 years.  Rents are fixed over these lease terms.  Interest rate
swaps  effectively  convert GATC's  long-term fixed rate debt to fixed rate debt
with maturities of 3 months to 3 years. Through the swap program,  railcar lease
rates are expected to better reflect GATC's interest  costs.  Also, 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 portfolio with
floating rate borrowings.  At GATX Terminals  Limited,  an interest rate swap is
used to fix the interest rate on a portion of its floating rate debt.

In its swaps,  GATX agrees to exchange,  at specific  intervals,  the difference
between fixed and floating rate  interest  amounts  calculated on an agreed upon
notional  principal amount. The swaps have in effect converted $239.5 million of
long-term  fixed  rate  debt  into  floating  rate debt and  $805.5  million  of
long-term fixed rate debt into 1-3 year fixed rate debt.

The net amount payable or receivable  from the interest rate swap  agreements is
accrued as an  adjustment  to interest  expense.  The fair value of its interest
rate swap  agreements  is an estimate of the amount the company would receive or
pay to terminate the swap  agreement;  at December 31, 1995,  GATX would receive
$28.2  million if the swaps were  terminated.  At December 31, 1994,  GATX would
have paid $55.7 million if the swaps were terminated at that time.

In  conjunction  with the  financing  of the  purchase of an interest in a joint
venture, GATX Terminals has a forward contract to deliver 10.0 million Singapore
dollars in exchange for $7.1 million. The gain or loss from the final settlement
will be used to offset  any gain or loss  from the  underlying  transaction.  In
addition,  currency  swaps  were  entered  into at GATX  Capital  to lock in the
conversion rate for 42.3 million  Canadian dollars on the eventual cash flows on
a Canadian dollar denominated investment.

In the event that a  counterparty  fails to meet the terms of the interest  rate
swap agreement or a foreign exchange contract, GATX's exposure is limited to the
interest  rate  or  currency  differential.  GATX  manages  the  credit  risk of
counterparties  by dealing  only with  institutions  that the company  considers
financially  sound  and  by  avoiding  concentrations  of  risk  with  a  single
counterparty. GATX considers the risk of nonperformance to be remote.

                                 - 54 -
                                                      
                                                       
<PAGE>

NOTE I - FAIR VALUE OF OTHER FINANCIAL INSTRUMENTS


The following  table presents the carrying  amounts and estimated fair values of
GATX's financial  instruments  that are recorded on the balance sheet.  SFAS No.
107,  Disclosures  about Fair Value of Financial  Instruments,  defines the fair
value of a financial  instrument as the amount at which the instrument  could be
exchanged in a current transaction between willing parties.
<TABLE>
<CAPTION>


December 31                             1995                      1994
-------------                    -------------------      ---------------------

                                 Carrying      Fair        Carrying      Fair
(In Millions):                    Amount       Value        Amount       Value
---------------                  --------     ------      ---------    --------   
<S>                               <C>         <C>         <C>          <C>     
Assets:
   Cash and cash equivalents      $ 34.8      $ 34.8      $   27.3     $   27.3
   Trade accounts receivables      115.4       115.4         101.6        101.6
   Secured loans                   239.9       252.4         231.2        221.2


Liabilities:
    Accounts payable - trade       233.3       233.3         269.5        269.5
    Short-term debt                330.2       330.2         268.2        268.2
    Long-term debt - variable       93.1        93.1         129.8        129.8
    Long-term debt - fixed       1,757.8     1,923.7       1,419.9      1,439.9

</TABLE>


The carrying  amounts shown in the table are included in the balance sheet under
the indicated captions.

The following  methods and  assumptions  were used to estimate the fair value of
each class of financial instruments:

Cash and cash equivalents, trade receivables, trade payables and short-term debt
are carried at cost which  approximates fair value because of the short maturity
of those instruments.

Secured loan  investments are stated at the principal  amount  outstanding  plus
accrued interest.  The loans are  collateralized  by equipment,  golf courses or
real  estate.  The fair value of  variable  rate loans is assumed to be equal to
their recorded  amounts.  The fair value of fixed rate loans is estimated  using
discounted  cash flow analyses,  at interest rates  currently  offered for loans
with similar terms to borrowers of similar credit quality.

The carrying  amounts of variable  rate  long-term  debt reported in the balance
sheet  approximate  fair value.  The fair value of fixed rate long-term debt was
estimated by performing a discounted cash flow  calculation  using the note term
and  market  interest  rate for each note  based on GATX's  current  incremental
borrowing rates for similar borrowing arrangements.

                                     - 55 -
                                                      
                                                       

<PAGE>

NOTE J - PENSION BENEFITS


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

The net periodic  pension cost for the pension plans was determined based on the
funds'  status at the  beginning of the year.  Significant  assumptions  used in
determining pension cost for 1993 through 1995 were:

                                                    1995-1994          1993
                                                    ---------        -------
Discount rate                                          7.75%           8.5%
Expected long-term rate of return on assets            8.75%           9.0%
Rate of increase in compensation levels                 5.5%           6.0%


<TABLE>
<CAPTION>


The components of net periodic pension cost were (in millions):

For the Year                             1995           1994         1993
-------------                          -------        -------       ------
<S>                                    <C>            <C>           <C>   
Service cost of benefits
 earned during the period              $  6.0         $  5.6        $  5.0
Interest cost on projected
 benefit obligation                      19.9           19.4          19.2
Actual (gain) loss on plan assets       (49.7)           1.6         (26.4)
Net amortization and deferral            28.6          (22.5)          7.2
                                       ------         ------        ------

Net periodic pension cost              $  4.8         $  4.1        $  5.0
                                       ======         ======        ======
</TABLE>


The projected  benefit  obligation was determined  based on the funded status at
year end.  Significant  assumptions  used in determining  the projected  benefit
obligations were:

                                                  1995-1993
                                                  ---------

Discount rate                                       7.75%
Rate of increase in compensation levels              5.5%


The funded  status of the defined  benefit  plans and the amounts  recognized in
GATX's consolidated balance sheet were (in millions):

December 31                                               1995            1994
-----------                                            -------          ------


Actuarial present value of benefit obligation:
   Accumulated benefit obligation
     - vested                                           $226.8          $224.7
     - nonvested                                           6.9             6.9
                                                        ------          ------
                                                         233.7           231.6

   Effects of projected future compensation levels        35.5            32.3
                                                        ------          ------

   Projected benefit obligation                          269.2           263.9

   Plan assets at fair market value,
     primarily listed stocks and bonds                   271.6           237.9
                                                        ------          ------

Projected benefit obligation
 (less than) in excess of plan assets                   $ (2.4)         $ 26.0
                                                        ======          ======
Reconciliation of funded status to recorded amounts:  
   Net pension liability included in balance sheet      $ (2.9)         $  (.2)
   Unrecognized net asset from transition
     to new pension accounting standard                    (.4)            (.5)
   Unrecognized net (gain) loss                           (3.5)           21.8
   Unrecognized prior service cost                         4.4             4.9
                                                        ------          ------

Projected benefit obligation
 (less than) in excess of plan assets                   $ (2.4)         $ 26.0
                                                        ======          ======

                                      -56-
<PAGE>

GATX makes contributions to its defined benefit pension plans in addition to the
multiemployer   pension  plans  of  various  unions.   Further,   GATX  and  its
subsidiaries  maintain  several 401(k)  retirement  plans which are available to
substantially  all  salaried  and  certain  other  employee  groups.   GATX  may
contribute to the plans as defined by their respective  terms. The contributions
to such plans were (in millions):

For the Year                               1995            1994        1993
-------------                             -----         -------       ------


Contributions to GATX's pension plans     $ 4.4         $  7.9       $  7.4
Contributions to
 multiemployer pension plans                1.9            2.1          1.8
Contributions to 401(k) plans               3.2            2.9          2.8


NOTE K - 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.

Net periodic  postretirement  benefit cost included the following components (in
millions):

For the Year                                 1995         1994           1993
------------                                ------       ------        ------


Current service cost                        $  .5        $  .5          $  .5
Interest cost on accumulated
  postretirement benefit obligation           5.4          6.3            7.3
Net amortization and deferral                 (.4)         (.1)             -
                                            ------       ------          -----

Net periodic postretirement benefit cost    $ 5.5        $ 6.7          $ 7.8
                                            ======       ======          =====

Discount rate                                7.75%        7.75%           8.5%
                                            ======       ======          ===== 


The following  table sets forth the amounts  recognized  in GATX's  consolidated
balance sheet (in millions):

December 31                                                1995            1994
------------                                              ------         ------


Accumulated postretirement benefit obligation:
    Retirees                                              $ 62.5         $ 71.7
    Fully eligible active plan participants                  3.3            3.3
    Other active plan participants                           6.1            5.8
                                                          ------         ------

Total accumulated
   postretirement benefits obligation                       71.9           80.8

Unrecognized gain                                           11.6             .8
                                                          ------         ------

Accrued postretirement benefit liability                  $ 83.5         $ 81.6
                                                          ======         ======


The accrued  postretirement  benefit  liability was determined  using an assumed
discount rate of 7.75% for 1995 and 1994.

For  measurement  purposes,  blended rates ranging from 9% decreasing to 5% over
the next two 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 $4.1 million and would  increase  aggregate  service and interest
cost components of net periodic  postretirement  benefit cost by $.6 million per
year.

                                    - 57 -
                                                      
                                                       
<PAGE>



NOTE L - INCOME TAXES

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.

Significant  components of GATX's  deferred tax  liabilities and assets were (in
millions):

December 31                                                   1995       1994
-------------                                               ------     ------

Deferred tax liabilities:
    Book/tax basis differences due to depreciation          $312.8     $307.8
    Leveraged leases                                          61.1       73.9
    Lease accounting (other than leveraged)                   46.8       25.5
    Other                                                     38.3       50.5
                                                             -----     ------
     Total deferred tax liabilities                          459.0      457.7

Deferred tax assets:
    Alternative minimum tax credit                            61.2       58.6
    Accruals not currently deductible for tax purposes        56.7       54.8
    Allowance for possible losses                             36.3       32.2
    Postretirement benefits other than pensions               28.8       28.2
    Other                                                     11.2       26.4
                                                             -----     ------
      Total deferred tax assets                              194.2      200.2
                                                            ------     ------

      Net deferred tax liabilities                          $264.8     $257.5
                                                            ======     ======


At  December  31,  1995,  GATX had an  alternative  minimum  tax credit of $61.2
million that can be carried  forward  indefinitely  to reduce future regular tax
liabilities.

                                    -58-
<PAGE>

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 consisted of (in millions):

For the Year                          1995          1994           1993
-------------                      -------       -------        -------

Current -
    Domestic:
      Federal                      $  27.9       $  35.9        $  35.9
      State and local                  4.6           2.5            1.6
                                   -------       -------        -------
                                      32.5          38.4           37.5
    Foreign                           (1.1)          1.0            2.2
                                   -------       -------        -------
                                      31.4          39.4           39.7
                                   -------       -------        -------
Deferred -
    Domestic:
      Federal                         10.3           3.1            6.9
      State and local                  3.0           4.3            4.7
                                   -------       -------        -------
                                      13.3           7.4           11.6
    Foreign                            2.9           2.0             .1
                                   -------       -------        -------
                                      16.2           9.4           11.7
                                   -------       -------        -------

Income tax expense                 $  47.6       $  48.8        $  51.4
                                   =======       =======        =======

Income taxes paid                  $  33.9       $  42.1        $  40.9
                                   =======       =======        =======

The reasons for the difference  between GATX's effective income tax rate and the
federal statutory income tax rate were:


For the Year                                     1995       1994          1993
-------------                                  -------     -------       -----


Federal statutory income tax rate                35.0%       35.0%        35.0%
Add (deduct) effect of:
    Corporate owned life insurance               (4.5)       (3.2)        (3.6)
       State income taxes                         4.1         3.8          3.9
    Minority interest                             2.1          .8           .9
       Foreign income                             1.3         1.9          1.4
       Goodwill amortization                      1.1         1.3          1.1
       Purchase accounting adjustments              -          .3          2.1
       Tax rate increase on deferred taxes          -           -          7.0
       Other                                      1.6         1.5          1.4
                                               ------      ------        -----

Effective income tax rate                        40.7%       41.4%        49.2%
                                               ======      ======        =====

                                     - 59 -
                                                      
                                                       

<PAGE>

NOTE M - SHAREHOLDERS' EQUITY

GATX's  Certificate 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
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.

At December 31, 1995, 6,807,637 shares of common stock were reserved for:

                                                     Shares
                                                    ---------


Conversion of outstanding preferred stock           3,997,920
Incentive compensation programs                     2,790,867
Employee service awards                                18,850
                                                    ---------
                                                    6,807,637
                                                    =========



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.

Transactions in preferred stock,  common stock,  treasury shares, and additional
capital are shown in the following table:
<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, 1993                    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
Add (deduct):
    Conversion of preferred stock
      into common stock                          (2,716)      (3)        6,789          4                                     (1)
    Common stock issued under option,
      incentive and service award plans                                187,450        117                                  5,634
--------------------------------------------------------------------------------------------------------------------------------


Balance at December 31, 1994                  3,437,835    3,438    22,685,590     14,178    (2,790,954)     (47,082)    318,062
Add (deduct):
    Conversion of preferred stock
      into common stock                          (6,815)      (7)       11,467          7
    Common stock issued under option,
      incentive and service award plans                                199,350        125                                  6,769
---------------------------------------------------------------------------------------------------------------------------------


Balance at December 31, 1995                  3,431,020   $3,431    22,896,407    $14,310   (2,790,954)     $(47,082)   $324,831
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                     -60-                                    

<PAGE>

NOTE N - INCENTIVE COMPENSATION PLANS


The 1995 Plan

The GATX Corporation 1995 Long Term Incentive  Compensation Plan (the 1995 Plan)
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 1,500,000 shares of common stock
may be issued under the 1995 Plan. As of December 31, 1995, 1,365,392 shares are
available for issuance under the 1995 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
commencing on a date no earlier than 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  difference  between the option  price and
fair market value of the common  stock at time of exercise,  either 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 1995, no SARs
were issued and none were outstanding.

IPUs may be granted to key employees and, if predetermined performance goals are
met,  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  pre-established
performance goals have been achieved. A total of 10,316 IPUs were granted during
1995 and 31,627 IPUs in total were  outstanding at the end of the year. In 1995,
no shares of common stock or cash were 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 1995, no grants or
payments were made.

The 1985 Plan

Stock  options  are  outstanding  under  the GATX  Corporation  1985  Long  Term
Incentive  Compensation  Plan (the 1985  Plan),  as amended,  but no  additional
options, stock or awards may be issued thereunder. At December 31, 1995, 176,412
shares of common stock were reserved for grants  previously  made under the 1985
Plan.

                                    - 61-
                                                      
                                                       
<PAGE>

Data with respect to both plans are set forth below:


                                 Number of
                               Shares Under
                            Stock Option Plans             Price Per Share
                            -------------------          -----------------


Outstanding at                   1,316,675                 $14.53-$41.8125
  January 1, 1995
Granted                            316,000                 47.5625-50.5625
Exercised or issued               (198,950)                  14.53-41.8125
Canceled                            (8,250)                     41.8125
                                 ----------               


Outstanding at
  December 31, 1995              1,425,475                 $16.34-$50.5625
                                ==========


Outstanding at December 31, 1995 by year granted:

    1986-1987                         35,000           $16.345-$19.47
    1988                              60,500                   25.655
    1989                              97,050                  29.9375
    1990                              93,750                    19.94
    1991                             160,400            26.13-28.1875
    1992                             159,075                    25.50
    1993                             222,300                  37.6875
    1994                             281,400                  41.8125
    1995                             316,000          47.5625-50.5625

                                   ---------

                                   1,425,475           $16.345-$50.5625
                                   

Options exercisable at
  December 31, 1995                1,109,475
                            
                                   ---------
Options available
  for future grant at
  December 31, 1995                1,365,392
                                   =========

NOTE O - 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 15% 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 except
where such assets have been financed by sale  leasebacks.  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, 1995, GATX had commitments of $325 million to acquire additional
portfolio  equipment,  to lend funds, or to purchase residuals from lessors. The
commitments include orders and options by aircraft joint ventures for eleven new
aircraft to be  purchased in  1997-1999.  In  addition,  GATX has issued  $147.9
million of residual and rental  guarantees.  GATX also has firm  commitments  to
acquire  railcars and to upgrade  terminal and repair  facilities  totaling $171
million.

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 be paid by GATX,  is not  likely to be  material  to GATX's
consolidated financial position or results of operations.

                                        - 62 -
                                                      
                                                       
<PAGE>

GATX Corporation and Subsidiaries
Quarterly Results of Operations (Unaudited)


<TABLE>
<CAPTION>


                                     Operating                    Net              Net Income
In Millions,              Gross      Expenses and     Net         Income           Per Share, Assuming
Except Per Share Data     Income     Depreciation     Income      Per Share(A)     Full Dilution (A)
---------------------     --------   -------------    -------     ------------     ---------------------

<S>                       <C>          <C>            <C>         <C>                <C>  
1995
First Quarter             $  288.2     $176.8         $ 25.7      $1.11              $1.06
Second Quarter               314.2      193.2           29.9       1.31               1.23
Third Quarter                311.7      199.9           26.5       1.13               1.08
Fourth Quarter               319.3      210.3           18.7        .75                .75(B)
                          --------     ------         ------                                 

Total                     $1,233.4     $780.2         $100.8      $4.30              $4.13
                          ========     ======         ======      

1994
First Quarter             $  260.7     $165.5         $ 20.2      $ .84              $ .84
Second Quarter               284.4      185.0           20.9        .87                .87
Third Quarter                298.9      191.2           25.3       1.09               1.04
Fourth Quarter               311.0      198.4           25.1       1.08               1.04
                          --------     ------         ------

Total                     $1,155.0     $740.1         $ 91.5      $3.88              $3.78
                          ========     ======         ======
<FN>

(A) Quarterly  results may not be  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 stock equivalents outstanding.

(B) Conversion of preferred  stock  excluded from  computation  of fully diluted
    earnings because of antidilutive effect.
</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 29, 1996 was 3,538; 141 and 279,  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:

                                           $2.50 Cumulative   $3.875 Cumulative
                                             Convertible         Convertible
                        Common Stock       Preferred Stock     Preferred Stock
                      ----------------    -----------------  ------------------
                       High      Low       High       Low       High    Low
                      -------   ------    ------    ------   -------   ------

1995
First Quarter         $47.25    $40.375  $120.00   $ 95.00    $55.625   $50.50
Second Quarter         47.125    42.125   125.00    100.00     56.00     52.25
Third Quarter          54.25     47.00    140.00    107.00     63.00     55.50
Fourth Quarter         52.875    47.25    138.00    114.00     61.50     56.00

Annual
  Dividends Declared        $1.60             $2.50               $3.875


1994
First Quarter         $44.625   $39.25   $103.00   $101.00     $56.375  $53.00
Second Quarter         43.00     38.50    103.00    101.00      54.00    50.00
Third Quarter          41.25     38.25    102.00    101.00      53.00    50.00
Fourth Quarter         44.00     38.25    102.00    101.00      54.00    49.875

Annual
  Dividends Declared        $1.50             $2.50               $3.875


                                         - 63 -
                                                    
                                                       
<PAGE>

<TABLE>
<CAPTION>

SELECTED FINANCIAL DATA
-------------------------

GATX Corporation and Subsidiaries
In Millions, Except Per Share Data                      1995           1994            1993        1992         1991         1990
-----------------------------------                  --------       --------        --------    --------     --------     --------

<S>                                                  <C>            <C>             <C>         <C>          <C>          <C>     
Results of Operations
Gross income                                         $1,233.4       $1,155.0        $1,086.9    $1,019.1     $  989.1     $  870.4
Costs and expenses                                    1,116.4        1,037.2           982.5     1,004.2        897.0        766.6
                                                     --------       --------        --------    --------     --------     --------
Income before income taxes, equity
  in net earnings of affiliated companies
  and cumulative effect of accounting changes           117.0          117.8           104.4        14.9         92.1        103.8
Income taxes                                             47.6           48.8            51.4         9.6         33.6         35.3
                                                     --------       --------        --------    --------     --------     --------
Income before equity in net
  earnings of affiliated companies and
  cumulative effect of accounting changes                69.4           69.0            53.0         5.3         58.5         68.5
Equity in net earnings of affiliated companies           31.4           22.5            19.7        24.0         24.2         14.4
                                                     --------       --------        --------    --------     ---------    --------
Income before cumulative
  effect of accounting changes                          100.8           91.5            72.7        29.3         82.7         82.9
Cumulative effect of accounting changes                     -              -               -       (45.8)           -            -
                                                     --------       --------        --------    --------     --------     --------

Net income (loss)                                    $  100.8       $   91.5        $   72.7    $  (16.5)    $   82.7     $   82.9
                                                     ========       ========        ========    ========     ========     ========

Per Share Data
Net income (loss) applicable to
  common stock, as adjusted                          $   87.6       $   78.2        $   59.4    $  (29.8)    $   69.4     $   69.5
Per share of common stock
  and common stock equivalents:
    Income before cumulative
      effect of accounting changes                   $   4.30       $   3.88        $   2.99    $    .82     $   3.56     $   3.61
    Cumulative effect of accounting changes                 -              -               -       (2.35)           -            -
                                                     --------       --------        --------    --------     --------     --------
Net income (loss)                                    $   4.30       $   3.88        $   2.99    $  (1.53)    $   3.56     $   3.61
    Shares used in computation (in thousands)          20,359         20,153          19,894      19,441       19,506       19,279
Per share  assuming  conversion,  except  in 1993 
  and 1992, of all outstanding preferred stock:
Net income (loss), fully diluted                     $   4.13       $   3.78        $   2.99    $  (1.53)    $   3.51     $   3.54
    Shares used in computation (in thousands)          24,386         24,216          19,894      19,441       23,561       23,399
Dividends declared per share of common stock         $   1.60       $   1.50        $   1.40    $   1.30     $   1.20     $   1.10
                             
</TABLE>
                                                      
<TABLE>
<CAPTION>
SELECTED FINANCIAL DATA (CONTINUED)
------------------------------------

GATX Corporation and Subsidiaries
In Millions, Except Per Share Data                     1995            1994            1993        1992         1991         1990
-----------------------------------                 --------         -------         -------      ------     --------     --------
<S>                                                 <C>             <C>             <C>         <C>          <C>          <C>     
Financial Condition
Total assets                                        $4,042.9        $3,650.7        $3,392.1    $3,426.3     $3,514.2     $3,309.7
Total long-term debt and
  capital lease obligations                          2,092.5         1,805.1         1,713.8     1,724.6      1,798.5      1,715.1
Shareholders' equity                                   717.8           662.4           589.9       557.6        614.0        558.4
Common shareholders' equity                            551.8           496.1           423.6       391.2        447.6        391.4
Common shareholders' equity per share                  26.88           24.30           20.78       19.27        22.27        19.56

</TABLE>

                                   -65-

<PAGE>

                            Management Discussion and Analysis:
                                   1994 Compared To 1993

The following  discussion analyzes GATX's comparative  performance for the years
ended December 31, 1994 and 1993. This information should be read in conjunction
with  the  consolidated  financial  statements  on  pages  40,  42 and  44.  The
discussion of the comparative  results of GATX's  operations for the years ended
December  31,  1995 and  1994 is  presented  in the  management  discussion  and
analysis  on pages 33, 34, 35,  41,  43, 45 and 46,  and the  financial  data of
business segments on pages 36 through 39.

GATX reported record net income of $91 million or $3.88 per common share for the
year ended  December 31, 1994  compared to $73 million or $2.99 per common share
for 1993. The improvement was the result of strong  operating  results at GATX's
three principal subsidiaries.  Also, net income for 1993 was negatively impacted
by a charge of $7 million or $.37 per common share  recorded for the  cumulative
increase in  deferred  income  taxes as a result of the federal  income tax rate
increase. GATX's return on common equity was 17.0% for 1994 compared to 14.6% in
1993.

Operating results at Transportation  improved due to significantly more railcars
on  lease.  Terminals  reported  record  earnings  as the  result  of  increased
utilization and throughput.  Net income at Financial  Services  increased as new
volume and a reduced loss  provision more than offset lower  disposition  gains.
American  Steamship's net income  decreased due to inclusion in 1993 income of a
gain  from  the sale of a  customer  bankruptcy  claim.  Results  were  lower at
Logistics due to continuing margin pressures.

To facilitate  comparison  between years, the segment discussion below addresses
income from operations for 1993 prior to the effect on deferred taxes of the tax
rate change,  but includes the effect of the tax rate increase on 1993 earnings.
The impact of the tax rate change by segment is shown in a table on page 37.

RAILCAR LEASING AND MANAGEMENT -  Transportation's  gross income of $322 million
in  1994  increased  $20  million  from  1993.  Rental  revenues   increased  7%
attributable  to an average of 3,000  additional  railcars on lease and slightly
higher  average fleet rental rates.  The level of fleet  additions  increased in
response  to  improved   demand  for  new  tank  cars.   At  the  end  of  1994,
Transportation  had 56,500  railcars  on lease  compared to 51,900 at the end of
1993 and fleet utilization was 95% compared to 93%.

Income from operations of $55 million  increased 6% over 1993.  Increased rental
income and lower environmental  expense were partially offset by increased fleet
repair costs,  higher ownership costs and lower investment  earnings.  Operating
margins  were in line with 1993.  Fleet  repair  costs  increased  10% over 1993
reflecting  the  increased  number  of  railcars   repaired.   Ownership  costs,
consisting of rental expense,  depreciation and interest, increased 9% primarily
due to the high level of railcar additions.

Transportation invested $264 million in the railcar fleet versus $171 million in
1993;  $18 million also was invested in a  multi-year  program to  significantly
upgrade its repair facilities versus $24 million in 1993.

TERMINALS AND PIPELINES - Terminals' record gross income of $303 million in 1994
was the result of strong  performance  at a number of  individual  terminal  and
pipeline operations. The increase of $22 million or 8% over 1993 was due to high
petroleum demand and improved chemical activity which resulted in both increased
throughput   and  higher   utilization.   Capacity   utilization  at  Terminals'
wholly-owned facilities was 94% at the end of 1994 compared to 92% at the end of
1993.  Throughput  was 671  million  barrels,  up 6% from 1993,  reflecting  the
overall improvement in the U.S.
economy.

Terminals'  income from  operations of $32 million  improved from $29 million in
1993.  This 11%  increase  resulted  from  higher  revenues,  slightly  improved
operating  margins and increased  earnings by its foreign  affiliates which were
partially offset by higher SG&A expenses. Operating margins increased 1% through
revenue improvement while controlling costs. 

Operating  expenses  increased  mainly  due to  higher  repair  and  maintenance
spending,  higher  environmental  costs and other  costs as a result of expended
operations. Selling, general and administrative costs increased 26% over 1993 as
a result of the expanded  operations and higher training and information systems
costs.  Equity in net earnings of the foreign  affiliates  increased $2 million.
Improved results at certain  terminals and favorable foreign exchange rates were
the primary factors.

                                   -66-

<PAGE>

Terminals'  capital spending of $154 million increased $77 million from 1993 and
included the  acquisition  of six  additional  facilities  plus the expansion or
upgrading of several existing terminal facilities.

FINANCIAL SERVICES - Financial  Services' gross income of $207 million increased
$3 million from 1993 due to higher lease and interest  income,  partially offset
by lower  disposition  gains.  The $18  million  increase  in lease  income  was
attributable to increased volume and the inclusion of a full year's revenue from
a rail portfolio  acquired in mid-1993.  Interest  income was $7 million greater
than in 1993 primarily due to prepayment premiums on two golf facility loans and
increased  interest on  variable  rate loans.  Pretax  disposition  gains of $21
million  were $23  million  lower  than in 1993 as the prior year  included  $17
million of proceeds from an insurance  settlement  related to marine  equipment.
Gains in 1994 were generated primarily from the sale of rail equipment.

Income from  operations was $25 million in 1994 compared to $23 million in 1993.
The increase in lease income was partially  offset by a $15 million  increase in
operating lease expense resulting from the incremental lease volume,  additional
expenses  related to the acquired rail operating  lease fleet,  and  accelerated
aircraft  depreciation.  In addition, the rail operating lease results continued
to benefit from a strong rail market.  The provision for possible  losses of $19
million for 1994 decreased $10 million from 1993's  provision.  The loss reserve
at the end of 1994 was $82 million,  or 6.4% of total investments.  During 1994,
the  carrying  value of certain  aircraft,  primarily  wide-body  aircraft,  was
written down against the reserve to reflect current market  conditions for those
aircraft. Equity in earnings of affiliated companies increased $1 million due to
improved earnings at an international aircraft joint venture.

Portfolio  additions at Financial Services of $279 million were $23 million less
than the previous year.

GREAT LAKES SHIPPING - American Steamship  Company's gross income of $82 million
increased  $2 million  over  1993,  which  included a pretax  gain of $2 million
generated from the sale of a bankruptcy claim.  Tonnage carried in 1994 was 26.3
million  tons,  an  increase  of 1.9  million  tons over  1993.  Tonnage  demand
increased as the year  progressed in response to high  utilization  rates in the
steel  and  auto  industries.  Poor  weather  conditions  earlier  in  the  year
necessitated  late season  operations  to satisfy  customers'  winter  inventory
requirements.  On a per ton basis,  freight revenue  decreased 4% from the prior
year as a result of  competitive  rate  pressures and a shift in commodity  mix.
Excess  vessel  capacity  on the  Great  Lakes at the  start of the 1994  season
resulted in downward competitive pressure on rates.

Income from operations  decreased $1 million from 1993 primarily  reflecting the
sale of a  bankruptcy  claim.  Contribution  margin  decreased 9% in 1994 as the
lower revenue per ton was partially offset by lower operating expenses per ton.

LOGISTICS  AND  WAREHOUSING  - GATX  Logistics'  gross  income  of $244  million
increased $20 million over 1993 as a result of new customers, higher volume, and
some rate increases.  Total warehousing square footage of 23 million square feet
approximated  1993 space.  Space utilization at year end was 92% compared to 94%
in 1993 although the decrease was primarily in two regions.

Logistics  reported a net loss of $.5 million in 1994  compared to net income of
$.1 million in 1993.  Although revenue increased,  the costs of implementing new
business,   relocating  existing  customers,  and  labor  inefficiencies  offset
contributions from new business, and as a result, operating margins decreased.

Logistics' capital spending of $8 million in 1994 was down $6 million from 1993.

CORPORATE AND OTHER - Corporate and Other net expense of $25 million in 1994 was
$5 million less than the prior year.  Results for 1993 included  legal  expenses
relating to a shareholder suit which were partially offset by a gain on the sale
of an insurance investment.

In 1993, $7 million was expended at Corporate  related to the  relocation of the
Chicago operations to a new office building.
                                       - 67 -
                                                      
                                                       
                                                   
<PAGE>
<TABLE>
<CAPTION>

GATX LOCATION OF OPERATIONS                                                                      GATX Corporation and Subsidiaries

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


<S>                          <C>                          <C>                         <C>
GENERAL AMERICAN             HEADQUARTERS                 LOCATION OF SERVICE         MOBILE SERVICE UNITS       
TRANSPORTATION               Chicago, Illinois            FACILITIES                  Mobile, Alabama       
CORPORATION                                                                           Colton, California    
                             BUSINESS OFFICES             MAJOR SERVICE CENTERS       Macon, Georgia        
                             Burbank, California          Colton, California          East Chicago, Indiana 
                             Atlanta, Georgia             Waycross, Georgia           Good Hope, Louisiana  
                             Chicago, Illinois            East Chicago, Indiana       Carteret, New Jersey  
                             Hackensack, New Jersey       Hearne, Texas               Las Cruces, New Mexico
                             Pittsburgh, Pennsylvania     Tierra Blanca, Mexico       Albany, New York      
                             Houston, Texas                                           Galena Park, Texas    
                             Mexico City, Mexico          MINI SERVICE CENTERS        Olympia, Washington   
                                                          Muscle Shoals, Alabama    
                                                          White Springs, Florida
                                                          Terre Haute, Indiana  
                                                          Ivorydale, Ohio       
                                                          Masury, Ohio          
                                                          Catoosa, Oklahoma     
                                                          Copper Hill, Tennessee
                                             
-----------------------------------------------------------------------------------------------------------------------------------


GATX TERMINALS              HEADQUARTERS                  PIPELINE TERMINAL           INTERNATIONAL TERMINAL LOCATIONS WHOLLY-OWNED 
CORPORATION                 Chicago, Illinois             LOCATIONS                   Avonmouth, United Kingdom                     
                                                                                      Belfast, United Kingdom                       
                            DOMESTIC TERMINAL             Calnev Pipe Line            Bromsgrove,  United  Kingdom                  
                            LOCATIONS                     Adelanto, California        Eastham,  United Kingdom                      
                            Carson, California            Barstow, California         Glasgow, United Kingdom                       
                            Los Angeles,  California (2)  Colton, California          Grays,  United Kingdom                        
                            Richmond,  California         Las Vegas, Nevada           Leith,  United Kingdom                        
                            San Pedro, California (2)                                 Runcorn,  United Kingdom                      
                            Orlando,  Florida             Central Florida Pipeline    Joint  Venture  Locations                     
                            Port Everglades,  Florida     Orlando, Florida            Antwerpen/Lillo,   Belgium                    
                            Tampa,  Florida               Tampa, Florida              Lanshan,  China                               
                            Argo, Illinois                                            Kawasaki, Japan                               
                            Norco,  Louisiana             Olympic Pipeline            Kobe, Japan                                   
                            Carteret,  New Jersey         Renton, Washington          Yokohama, Japan                               
                            Paulsboro,  New Jersey                                    Jurong Town, Singapore                        
                            Staten Island, New York                                   Pulau Busing,                                 
                            Portland,  Oregon (2)                                     Singapore                                     
                            Philadelphia,  Pennsylvania                               Barcelona,  Spain                             
                            Galena Park, Texas                                        Bilbao, Spain                                 
                            Pasadena,  Texas                                          Tarragona,  Spain                             
                            Seattle,  Washington                                      Valencia, Spain Seal                          
                            Vancouver, Washington                                     Sands, United Kingdom                         
                                                                                      Wymondham, United Kingdom                     
                                                                                      Manchester Jet Line,                          
                                                                                        United Kingdom                              
                                                                            

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


GATX CAPITAL CORPORATION    HEADQUARTERS                  OFFICES                     Toronto, Canada         
                            San Francisco, California     Tampa, Florida              Blagnac, France         
                                                          Chicago, Illinois           Frankfurt, Germany      
                                                          Morristown, New Jersey      Singapore, Republic of  
                                                          Dallas, Texas                  Singapore             
                                                          Sydney, Austrailia        
                                                         

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

AMERICAN STEAMSHIP          HEADQUARTERS                  VESSELS                     M/V Charles E. Wilson
COMPANY                     Williamsville, New York       M/V Indiana Harbor          M/V Adam E. Cornelius
                                                          M/V Walter J. McCarthy, Jr. M/V American Republic
                            REGIONAL OFFICE               M/V St. Clair               M/V Buffalo          
                            Toledo, Ohio                  M/V American Mariner        M/V Sam Laud         
                                                          M/V H. Lee White            Str. John J. Boland  
                                                                                                         

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


GATX LOGISTICS, INC.        HEADQUARTERS                  Normal, Illinois-           New York, New York- CW    
                            Jacksonville, Florida           4 CW,T                    Syracuse, New York-       
                                                          Richmond, Indiana-            8 PW,T,S                
104 Facilities with         NUMBER OF LOCATIONS AND         CW,T                      Akron, Ohio-PW,T          
24.4 Million Square Feet    SERVICES OFFERED              Lexington, Kentucky-        Cleveland, Ohio-CW,T,S    
                            Los Angeles, California-        CW,T,S                    Columbus, Ohio-5 CW,T,S   
CW=Contract Warehousing      6 CW,PW,T,S                  Shreveport, Louisiana-      Oklahoma City, Oklahoma-  
 T=Transportation           Stockton, California-           CW,T                        CW,T                    
PW=Public Warehousing         2 CW,T                      Baltimore, Maryland-        Philadelphia,             
 S=Sales                    Walnut, California-             2 CW,T                      Pennsylvania-2 CW,PW,T,S
                              2 PW,T                      Grand Rapids, Michigan-     Memphis, Tennessee-2      
                            Denver, Colorado-               2 CW                      CW,T                      
                              CW,T                        Gulfport, Mississippi-      Nashville, Tennessee-CW   
                            Jacksonville, Florida-          CW                        Dallas, Texas-            
                              5 CW,PW,T,S                 St. Louis, Missouri-          5 CW,PW,T,S             
                            Atlanta, Georgia-               PW,T                      El Paso, Texas-2 CW       
                              19 CW,PW,T,S                Greensboro, North           Clearfield, Utah-2 PW,T   
                            Chicago, Illinois-              Carolina-9 CW,PW,T        Seattle, Washington-      
                              8 CW,PW,T,S                 Winston-Salem, North          2 CW,T                  
                                                            Carolina-4 CW,PW,T,S      Toronto, Canada-CW,T      
                                                                                      Mexico City, Mexico-PW,T  
 
</TABLE>

                                                     - 68 -
                                                      
                                                       
<PAGE>
<TABLE>
<CAPTION>

GATX OFFICERS AND DIRECTORS                                                             GATX Corporation and Subsidiaries

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

<S>                               <C>                             <C>
GATX OFFICERS                     GATX BOARD OF DIRECTORS         James J. Glasser 3       
                                                                  Chairman of the Board of 
James J. Glasser                  Franklin A. Cole 3,4            the Company              
Chairman of the Board             Chairman of the Board                                    
                                  Croesus Corporation             Miles L. Marsh 1,4       
Ronald H. Zech                                                    Chairman of the Board and
President and Chief               James W. Cozad 2,4              Chief Executive Officer, 
Executive Officer                 Retired: Former Chairman        James River Corporation  
                                  and Chief Executive                                      
David B. Anderson                 Officer,                        Charles Marshall 2,3     
Vice President,                   Whitman Corporation             Retired: Former Vice     
Corporate Development,                                            Chairman of the Board,   
General Counsel and               James M. Denny 1,2              American Telephone and   
Secretary                         Managing Director, William      Telegraph Company        
                                  Blair Capital Partners, LLC                              
William L. Chambers                                               Michael E. Murphy1,2     
Vice President,                   William C. Foote 1,4            Vice Chairman, Chief     
Human Resources                   President and Chief             Administrative Officer,  
                                  Executive Officer, USG          Sara Lee Corporation     
David M. Edwards                  Corporation                                              
Vice President Finance,                                           Ronald H. Zech           
Chief Financial Officer           Deborah M. Fretz 1,3            President and Chief      
                                  Senior Vice President,          Executive Officer of the 
Brian A. Kenney                   Logistics, Sun Company,         Company                  
Treasurer                         Inc.                                                     
                                                                                           
Ralph L. O'Hara                   Richard A. Giesen 2,3           1 Member, Audit Committee 
Controller                        Chairman and Chief              2 Member, Compensation    
                                  Executive Officer,                Committee                
GATX SUBSIDIARIES                 Continental Glass &             3 Member, Nominating      
                                  Plastic, Inc.                     Committee                
General American                                                                           
Transportation Corporation                                        4 Member, Retirement Funds
D. Ward Fuller, President                                           Review                   
                                                                  
GATX Terminals Corporation
John F. Chlebowski, Jr.,
President

GATX Capital Corporation
Joseph C. Lane, President

American Steamship Company
Ned A. Smith, President

GATX Logistics, Inc.
Joseph A. Nicosia,
President

</TABLE>

                                           - 69 -
                                                      
                                                       
<PAGE>

GATX CORPORATE INFORMATION                GATX Corporation and Subsidiaries


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

                                             
ANNUAL MEETING                            GATX Corporation welcomes and      
Friday, April 26, 1996, 9:00 a.m.         encourages questions  and  comments
GATX Corporation                          from its shareholders,  potential  
500 West Monroe Street                    investors, financial  professionals
Chicago, Illinois 60661-3676              and the public at large.  To better
                                          serve interested  parties,  the    
FINANCIAL INFORMATION & PRESS RELEASES:   following GATX  personnel may be   
A copy of the company's  annual report    contacted by telephone,  fax and/or
on Form  10-K for  1995  and  selected    writing.  To request    published  
other    information   are   available    financial information and financial
without  charge.  GATX press  releases    reports,  contact:                 
may be obtained by  automated  PR News 
Company News  On-Call's  automated fax    GATX CORPORATION                     
service at (800) 758-5804. The company    Investor Relations Department        
identification   number  for  GATX  is    500 West Monroe Street               
105121.  GATX  maintains  an  Investor    Chicago, Illinois 60661-3676         
Relations   Internet  Home  Page  with    Telephone: (800) 428-8161            
Zacks  Investor  Forum  Home  Page  at    Automated request line for materials:
http://iw.zacks.com.   A  variety   of    (312) 621-6300                       
current     financial     information,    Janet Bower, Communications          
historical   financial    information,    Coordinator                          
press  releases  and  photographs  are    (312) 621-4297 Fax: (312) 621-6698  
available at this site.                   Email: jmbower@gatx.com              
                                                                               
                                          ANALYSTS, INSTITUTIONAL SHAREHOLDERS 
INQUIRIES                                 AND FINANCIAL COMMUNITY              
INquiries  regarding  dividend checks,    PROFESSIONALS:                       
the dividend  reinvestment plan, stock                                         
certificates,   replacement   of  lost    George S. Lowman, Director of        
certificates, address changes, account    Communications                       
consolidation, transfer procedures and    Telephone: (312) 621-6599            
year-end  tax  information  should  be    Fax: (312) 621-6698                  
addressed   to   GATX    Corporation's    Email: gslowman@gatx.com             
Transfer Agent and Registrar:             

Chemical Bank, Stock Transfer             QUESTIONS REGARDING SALES, SERVICE OR
Department                                LEASE INFORMATION:                   
450 West 33rd Street                                                           
New York, New York 10001-2697             General American Transportation      
Telephone: (800) 647-4273                 Corporation - (312) 621-6564         
                                                                               
INFORMATION RELATING TO SHAREHOLDER       GATX Terminals Corporation -         
OWNERSHIP, DIVIDEND PAYMENTS, OR          (312) 621-8032                       
SHARE TRANSFERS:                                                               
Janet M. Dongarra, Assistant              GATX Capital Corporation -           
Corporate Secretary, Law Department       (415) 955-3200                       
Telephone: (312) 621-6603                                                      
                                          American Steamship Company -         
                                          (716) 635-0222                       
                                                                               
                                          GATX Logistics, Inc. -               
                                          (904) 396-2517                       
                                                                               
                                          INDEPENDENT AUDITORS                 
                                          Ernst & Young LLP                    
                                          


                                                     - 70-
                                                      
                                                       

<PAGE>

