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

                                    Form 10-Q


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

     For the Quarter Ended                    Commission File Number
        June 30, 1997                                1-8319





                            GATX CAPITAL CORPORATION


      Incorporated in the                 IRS Employer Identification Number
       State of Delaware                               94-1661392

                             Four Embarcadero Center
                             San Francisco, CA 94111
                                 (415) 955-3200



Indicate by check mark whether the registrant (1) has filed all reports required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during  the  preceding  12  months  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                  Yes X  No __
                                               


All Common Stock of Registrant is held by GATX Financial Services, Inc.
   (a wholly-owned subsidiary of GATX Corporation).

As of August 6, 1997, Registrant has outstanding 1,031,250 shares of $1 par
value Common Stock.

THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1)(a) AND
(b) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE
FORMAT.




                                      
<PAGE>




PART I.  FINANCIAL INFORMATION
Item 1.   Financial Statements

GATX CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND REINVESTED EARNINGS
(in thousands)

                                       Three Months Ended    Six Months Ended
                                             June 30,             June 30,
                                          1997       1996      1997      1996
                                        -------   -------   --------  ---------
                                            (Unaudited)          (Unaudited)
REVENUES:

Investment and asset management      $   94,508   $76,356   $205,643  $ 141,789
Tech equipment sales and service         54,551      -        93,803       -
                                       --------   -------   --------  ---------
                                        149,059    76,356    299,446    141,789
                                       --------   -------   --------  ---------
EXPENSES:

Interest                                 22,444    20,374     44,485     39,825
Operating leases                         28,522    17,973     55,967     32,619
Cost of technology equipment
  sales & service                        44,571       -       76,534       -
Selling, general & administrative        26,532    14,694     52,680     26,778
Provision for losses on investments       3,775     3,501      6,025      6,501
Other                                     1,307     1,506      3,294      2,288
                                       --------  --------   --------  ---------
                                        127,151    58,048    238,985    108,011
                                       --------  --------   --------  ---------

Income before income taxes               21,908    18,308     60,461     33,778
                                       --------  --------   --------  ---------

INCOME TAXES:

Current income taxes                      8,000     6,833     22,084     12,606
Deferred income taxes                       873       653      2,403      1,145
                                       --------  --------   --------  ---------
                                          8,873     7,486     24,487     13,751
                                       --------  --------   --------  ---------

NET INCOME                               13,035    10,822     35,974     20,027

Reinvested earnings at 
  beginning of period                   202,712   167,262    185,686    162,400
Dividends paid to stockholder            (6,196)   (5,587)   (12,109)    (9,930)
                                       --------  --------   --------  ---------
                               
REINVESTED EARNINGS AT END OF PERIOD  $ 209,551 $ 172,497  $ 209,551  $ 172,497
                                      ========= ========= ==========  =========




                                      1
<PAGE>




GATX CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands)

                                                     June 30,     December 31,
                                                       1997          1996
                                                   -----------    -----------
                                                   (Unaudited)
ASSETS:
Cash and cash equivalents                         $    18,517     $   18,482
Investments:
   Direct financing leases                            476,869        461,757
   Leveraged leases                                   175,177        257,039
   Operating lease equipment-
        net of depreciation                           473,658        429,880
   Secured loans                                      204,068        222,602
   Investment in joint ventures                       384,309        308,934
   Assets held for sale or lease                        9,669         12,393
   Other investments                                   50,612         65,506
   Investment in future residuals                      20,480         21,457
   Allowance for losses on investments               (121,059)      (114,096)
                                                   -----------   ------------
          Total investments                         1,673,783      1,665,472
                                                   -----------   ------------

Due from GATX Corporation                              22,681         45,147
Other assets                                          136,393        119,528

                                                   -----------   -----------
TOTAL ASSETS                                      $ 1,851,374    $ 1,848,629
                                                   ===========   ============


LIABILITIES AND STOCKHOLDER'S EQUITY:
Accrued interest                                  $    11,662    $    15,821
Accounts payable and other liabilities                137,695        138,660
Debt financing:
   Commercial paper and bankers' acceptances          123,897         13,772    
   Notes Payable                                       38,608         63,114
   Obligations under capital leases                    10,182         12,429
   Senior term notes                                  805,600        935,600
                                                  ------------    ----------
          Total debt financing                        978,287      1,024,915
                                                  ------------    ----------

Nonrecourse obligations                               298,365        268,044
Deferred income                                         5,935          5,786
Deferred income taxes                                  54,140         51,726
   
Stockholder's equity:
   Convertible preferred stock, par value $1,         125,000        125,000
       and additional paid-in capital
   Common stock, par value $1, and
       and additional paid-in capital                  28,960         28,960
   Reinvested earnings                                209,551        185,686
   Foreign currency translation adjustment             (3,433)        (1,543)
   Unrealized gain on equity securities                 5,212          5,574
 
                                                 -------------    ----------
             Total stockholders equity                365,290        343,677
                                                 -------------    ----------

TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY       $   1,851,374   $ 1,848,629
                                                 ==============  =========== 
                                                  

                                       2
<PAGE>


GATX CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

                                                            Six Months Ended
                                                                June 30,
                                                          1997           1996
                                                        ----------    ---------
                                                              (Unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income                                               $ 35,974     $ 20,027
Reconciliation to net cash provided by operating activities:
   Provision for losses on investments                      6,025        6,501
   Depreciation expense                                    35,936       17,526
   Provision for deferred income taxes                      2,403        1,145
   Gain on sale of assets                                 (40,908)     (18,102)
   Changes in assets and liabilities:
      Due from GATX Corporation                            22,466        5,904
      Accrued interest, accounts payable
       and other liabilities                               (5,124)      (7,008)
      Deferred income                                         149        1,701
   Other - net                                            (17,249)        (974)

                                                        ----------     --------
Net cash flows provided by operating activities            39,672       26,720
                                                        ----------     --------

CASH FLOWS FROM INVESTING ACTIVITIES:

Investments in leased equipment, net of
       nonrecourse borrowings for leveraged leases       (156,225)    (196,817)
Loans extended to borrowers                               (14,864)    (100,251)
Other investments                                         (94,835)     (67,645)
                                                        ----------    ---------
   Total investments                                     (265,924)    (364,713)
                                                        ----------    ---------
Lease rents received, net of earned income and
        leveraged lease nonrecourse debt service           60,143       55,998
Loan principal received                                    34,472       18,348
Proceeds from sale of assets                              129,075       52,293
Joint venture investment recovery, net of earned income    18,479        2,343
                                                       ----------    ---------
                                       
   Recovery of investments                                242,169      128,982
                                                       -----------    ---------
Net cash flows used in investing activities               (23,755)    (235,731)
                                                       ===========    =========

CASH FLOWS FROM FINANCING ACTIVITIES:

Net increase in short-term borrowings                      97,619      132,603
Proceeds from issuance of long-term debt                      -        168,000
Proceeds from nonrecourse obligations                      83,725       50,949
Repayment of long-term debt                              (130,000)    (105,000)
Repayment of nonrecourse obligations                      (52,869)     (27,603)
Dividends paid to stockholder                             (12,109)      (9,930)
Other financing activities                                 (2,248)      (2,987)

                                                       -----------    ---------
Net cash flows (used in) provided by financing activities (15,882)    (206,032)
                                   
                                                       -----------    ---------
Net  increase  (decrease) in cash and cash equivalents         35       (2,979)
Cash and cash equivalents at beginning of period           18,482       19,905

                                                       -----------   ----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD              $  18,517    $  16,926
                                                        ==========   ========== 


                                      3
<PAGE>


PART I.  FINANCIAL INFORMATION
Item 1.   Financial Statements, continued
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1997 AND 1996


     1.   The  consolidated  balance sheet of GATX Capital  Corporation  and its
          subsidiaries ("the Company") at December 31, 1996 was derived from the
          audited  financial  statements  at that date.  All other  consolidated
          financial  statements  are  unaudited  and  include  all  adjustments,
          consisting only of normal recurring items, which management  considers
          necessary  for  a  fair  statement  of  the  consolidated  results  of
          operations  and  financial  position  for  and  as of  the  end of the
          indicated  periods.  Operating  results for the six-month period ended
          June 30, 1997 are not  necessarily  indicative of the results that may
          be achieved for the entire year.

     2.   Certain  prior  year  amounts  have been  reclassified  to  conform to
          current presentation.

     3.   The  Company  is engaged in  various  matters  of  litigation  and has
          unresolved  claims pending.  While the amounts claimed are substantial
          and the  ultimate  liability  with  respect to such  claims  cannot be
          determined at this time, it is the opinion of management that damages,
          if any,  required to be paid by the Company in the  discharge  of such
          liability  are not likely to be  material to the  Company's  financial
          position or results of operations.


                                        4
<PAGE>



PART I.  FINANCIAL INFORMATION, continued
Item 2.   Management's Discussion and Analysis

RESULTS OF OPERATIONS

Net income earned during the second quarter and during the six months ended June
30, 1997,  exceeded net income  earned during the  corresponding  periods in the
prior year by $2.2 million  (20%) and $15.9  million  (80%),  respectively.  The
increases  during both periods are due primarily to higher  investment and asset
management  income related to asset  remarketing  and fees earned from arranging
financing transactions.

Investment and Asset Management
--------------------------------
The  Company  invests  in a wide  variety  of  assets  and  generates  income by
financing  equipment (through lease, loan and joint venture  investments),  from
the  remarketing  of assets,  and from fees generated by managing the investment
portfolios  of others and from  brokering or arranging  financing  transactions.

Investment and asset  management  revenue  increased as a result of increases in
asset remarketing income and fees from arranging financing transactions, as well
as higher investment balances.  Although historically a significant  contributor
to income, asset remarketing  opportunities,  which are realized at lease end or
in response to specific market  conditions,  do not occur evenly between periods
and the income they  generate can  fluctuate  significantly  depending on market
conditions.  Similarly,  transaction  fees do not occur evenly between  periods.
Higher investment balances during 1997,  including those funded with off-balance
sheet financing and those of Centron (which was acquired in October 1996),  also
contributed to the increase in investment and asset management  revenue, as well
as to higher operating lease expense.

Technology Equipment Sales and Service
----------------------------------------
With  the  October  1996  acquisition  of the 50% of  Centron,  which it did not
already own, the Company  expanded its  technology  equipment  sales and service
business.  Centron is a  technology  solutions  provider  that offers  products,
technical  service  and  financial  services  required  for  building  corporate
information  networks.  The sales and technical  services offered by Centron are
included in this segment of the business. Lease and other financing alternatives
offered by Centron are included in the investment and asset management  business
segment.


Higher average borrowings (to fund new investments and from the consolidation of
Centron) resulted in interest expense being higher than last year.

Selling,  general and administrative costs increased over 1996, due primarily to
higher human resource and other  administrative  costs  resulting from increased
business activity, including the impact of the acquisition of Centron.

The  allowance  for  losses  increased  during the first six months of 1997 as a
result of a $6.0 million  provision for losses and $1.4 million in recoveries of
previously written off investments. There were no significant write-downs during
this period.  At June 30, 1997,  the allowance for losses is 7% of  investments,
including  off-balance  sheet  assets  and after  deducting  nonleveraged  lease
nonrecourse debt.

                                             

                                      


                                       5
<PAGE>



LIQUIDITY AND CAPITAL RESOURCES

Floating  rate  debt  financing  represented  22.7%  of  the  Company's  capital
structure at June 30, 1997. These borrowings  support  investments tied to LIBOR
and other similar rates.  Fluctuations  in interest  rates may impact  earnings,
either  negatively or  positively,  depending on the Company's net floating rate
asset or debt  position.  At June 30, 1997,  the Company had $38.7  million more
floating rate debt than floating rate assets.

At June 30,  1997,  the  Company had  approved  unfunded  transactions  totaling
approximately $135.5 million,  including approximately $95.1 million expected to
fund during the remainder of 1997. Once approved for funding,  a transaction may
not be  completed  for various  reasons,  or the  investment  may be shared with
partners or sold.

The Company  generates  cash from  operations  and  portfolio  proceeds  and has
certain  facilities for borrowing.  In addition,  certain lease transactions are
financed by obtaining  nonrecourse  loans equal to the present  value of some or
all of the rental stream. During the six months ended June 30, 1997, the Company
used the cash generated  from  operations,  from  investing  activities and from
short-term borrowings to repay $130 million of debt financing. At June 30, 1997,
the  Company  had a $300  million  shelf  registration  for Series D medium term
notes,  of which $32 million was  available,  and had unused  capacity under its
commercial paper and bankers'  acceptances  credit agreements of $146.1 million.
Two of the Company's  subsidiaries  maintain various stand-alone bank facilities
which had unused capacity aggregating $52.2 million as of June 30, 1997.

FORWARD LOOKING STATEMENTS

Certain  statements  in the  Management's  Discussion  and  Analysis  constitute
forward-looking  statements  within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Although the
Company  believes  that  the  expectations  reflected  in  such  forward-looking
statements are based on reasonable  assumptions,  such statements are subject to
risks and  uncertainties,  and could cause actual  results to differ  materially
from those projected.

                                           

                                       6
<PAGE>


PART II.  OTHER INFORMATION
Item 6.   Exhibits and Reports on Form 8-K

(a)     Exhibits:

         27.   Financial Data Schedule

(b)     The Company filed a current report on Form 8-K on June 10, 1997,
        under Item 5., Other Events.


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


                                      GATX CAPITAL CORPORATION



                                      /s/ Michael E. Cromar
                                      ---------------------  
                                      Michael E. Cromar
                                      Vice President and Chief Financial Officer


                                      /s/ Curt F. Glenn
                                      -----------------   
                                      Curt F. Glenn
                                      Principal Accounting Officer,
                                      Vice President and Controller



August 12, 1997

                                       7
<PAGE>
[{"type": "10-Q", "sequence": "1", "secsgml_size_bytes": 21105}]
{"company-data": {"conformed-name": "GATX CAPITAL CORP", "cik": "0000357019", "assigned-sic": "6172", "irs-number": "941661392", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "10-Q", "act": "34", "file-number": "001-08319", "film-number": "97657376"}, "business-address": {"street1": "FOUR EMBARCADERO CTR SUITE 2200", "city": "SAN FRANCISCO", "state": "CA", "zip": "94111", "phone": "4159553200"}, "former-company": {"former-conformed-name": "GATX LEASING CORP", "date-changed": "19900405"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    Form 10-Q

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

     For the Quarter Ended                    Commission File Number
        June 30, 1997                                1-8319

                            GATX CAPITAL CORPORATION

      Incorporated in the                 IRS Employer Identification Number
       State of Delaware                               94-1661392

                             Four Embarcadero Center
                             San Francisco, CA 94111
                                 (415) 955-3200

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during  the  preceding  12  months  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                  Yes X  No __
                                               

All Common Stock of Registrant is held by GATX Financial Services, Inc.
   (a wholly-owned subsidiary of GATX Corporation).

As of August 6, 1997, Registrant has outstanding 1,031,250 shares of $1 par
value Common Stock.

THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1)(a) AND
(b) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE
FORMAT.
PART I.  FINANCIAL INFORMATION
Item 1.   Financial Statements

GATX CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND REINVESTED EARNINGS
(in thousands)

                                       Three Months Ended    Six Months Ended
                                             June 30,             June 30,
                                          1997       1996      1997      1996
                                        -------   -------   --------  ---------
                                            (Unaudited)          (Unaudited)
REVENUES:

Investment and asset management      $   94,508   $76,356   $205,643  $ 141,789
Tech equipment sales and service         54,551      -        93,803       -
                                       --------   -------   --------  ---------
                                        149,059    76,356    299,446    141,789
                                       --------   -------   --------  ---------
EXPENSES:

Interest                                 22,444    20,374     44,485     39,825
Operating leases                         28,522    17,973     55,967     32,619
Cost of technology equipment
  sales & service                        44,571       -       76,534       -
Selling, general & administrative        26,532    14,694     52,680     26,778
Provision for losses on investments       3,775     3,501      6,025      6,501
Other                                     1,307     1,506      3,294      2,288
                                       --------  --------   --------  ---------
                                        127,151    58,048    238,985    108,011
                                       --------  --------   --------  ---------

Income before income taxes               21,908    18,308     60,461     33,778
                                       --------  --------   --------  ---------

INCOME TAXES:

Current income taxes                      8,000     6,833     22,084     12,606
Deferred income taxes                       873       653      2,403      1,145
                                       --------  --------   --------  ---------
                                          8,873     7,486     24,487     13,751
                                       --------  --------   --------  ---------

NET INCOME                               13,035    10,822     35,974     20,027

Reinvested earnings at 
  beginning of period                   202,712   167,262    185,686    162,400
Dividends paid to stockholder            (6,196)   (5,587)   (12,109)    (9,930)
                                       --------  --------   --------  ---------
                               
REINVESTED EARNINGS AT END OF PERIOD  $ 209,551 $ 172,497  $ 209,551  $ 172,497
                                      ========= ========= ==========  =========

                                      1
GATX CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands)

                                                     June 30,     December 31,
                                                       1997          1996
                                                   -----------    -----------
                                                   (Unaudited)
ASSETS:
Cash and cash equivalents                         $    18,517     $   18,482
Investments:
   Direct financing leases                            476,869        461,757
   Leveraged leases                                   175,177        257,039
   Operating lease equipment-
        net of depreciation                           473,658        429,880
   Secured loans                                      204,068        222,602
   Investment in joint ventures                       384,309        308,934
   Assets held for sale or lease                        9,669         12,393
   Other investments                                   50,612         65,506
   Investment in future residuals                      20,480         21,457
   Allowance for losses on investments               (121,059)      (114,096)
                                                   -----------   ------------
          Total investments                         1,673,783      1,665,472
                                                   -----------   ------------

Due from GATX Corporation                              22,681         45,147
Other assets                                          136,393        119,528

                                                   -----------   -----------
TOTAL ASSETS                                      $ 1,851,374    $ 1,848,629
                                                   ===========   ============

LIABILITIES AND STOCKHOLDER'S EQUITY:
Accrued interest                                  $    11,662    $    15,821
Accounts payable and other liabilities                137,695        138,660
Debt financing:
   Commercial paper and bankers' acceptances          123,897         13,772    
   Notes Payable                                       38,608         63,114
   Obligations under capital leases                    10,182         12,429
   Senior term notes                                  805,600        935,600
                                                  ------------    ----------
          Total debt financing                        978,287      1,024,915
                                                  ------------    ----------

Nonrecourse obligations                               298,365        268,044
Deferred income                                         5,935          5,786
Deferred income taxes                                  54,140         51,726
   
Stockholder's equity:
   Convertible preferred stock, par value $1,         125,000        125,000
       and additional paid-in capital
   Common stock, par value $1, and
       and additional paid-in capital                  28,960         28,960
   Reinvested earnings                                209,551        185,686
   Foreign currency translation adjustment             (3,433)        (1,543)
   Unrealized gain on equity securities                 5,212          5,574
 
                                                 -------------    ----------
             Total stockholders equity                365,290        343,677
                                                 -------------    ----------

TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY       $   1,851,374   $ 1,848,629
                                                 ==============  =========== 
                                                  

                                       2
GATX CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

                                                            Six Months Ended
                                                                June 30,
                                                          1997           1996
                                                        ----------    ---------
                                                              (Unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income                                               $ 35,974     $ 20,027
Reconciliation to net cash provided by operating activities:
   Provision for losses on investments                      6,025        6,501
   Depreciation expense                                    35,936       17,526
   Provision for deferred income taxes                      2,403        1,145
   Gain on sale of assets                                 (40,908)     (18,102)
   Changes in assets and liabilities:
      Due from GATX Corporation                            22,466        5,904
      Accrued interest, accounts payable
       and other liabilities                               (5,124)      (7,008)
      Deferred income                                         149        1,701
   Other - net                                            (17,249)        (974)

                                                        ----------     --------
Net cash flows provided by operating activities            39,672       26,720
                                                        ----------     --------

CASH FLOWS FROM INVESTING ACTIVITIES:

Investments in leased equipment, net of
       nonrecourse borrowings for leveraged leases       (156,225)    (196,817)
Loans extended to borrowers                               (14,864)    (100,251)
Other investments                                         (94,835)     (67,645)
                                                        ----------    ---------
   Total investments                                     (265,924)    (364,713)
                                                        ----------    ---------
Lease rents received, net of earned income and
        leveraged lease nonrecourse debt service           60,143       55,998
Loan principal received                                    34,472       18,348
Proceeds from sale of assets                              129,075       52,293
Joint venture investment recovery, net of earned income    18,479        2,343
                                                       ----------    ---------
                                       
   Recovery of investments                                242,169      128,982
                                                       -----------    ---------
Net cash flows used in investing activities               (23,755)    (235,731)
                                                       ===========    =========

CASH FLOWS FROM FINANCING ACTIVITIES:

Net increase in short-term borrowings                      97,619      132,603
Proceeds from issuance of long-term debt                      -        168,000
Proceeds from nonrecourse obligations                      83,725       50,949
Repayment of long-term debt                              (130,000)    (105,000)
Repayment of nonrecourse obligations                      (52,869)     (27,603)
Dividends paid to stockholder                             (12,109)      (9,930)
Other financing activities                                 (2,248)      (2,987)

                                                       -----------    ---------
Net cash flows (used in) provided by financing activities (15,882)    (206,032)
                                   
                                                       -----------    ---------
Net  increase  (decrease) in cash and cash equivalents         35       (2,979)
Cash and cash equivalents at beginning of period           18,482       19,905

                                                       -----------   ----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD              $  18,517    $  16,926
                                                        ==========   ========== 

                                      3
PART I.  FINANCIAL INFORMATION
Item 1.   Financial Statements, continued
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1997 AND 1996

     1.   The  consolidated  balance sheet of GATX Capital  Corporation  and its
          subsidiaries ("the Company") at December 31, 1996 was derived from the
          audited  financial  statements  at that date.  All other  consolidated
          financial  statements  are  unaudited  and  include  all  adjustments,
          consisting only of normal recurring items, which management  considers
          necessary  for  a  fair  statement  of  the  consolidated  results  of
          operations  and  financial  position  for  and  as of  the  end of the
          indicated  periods.  Operating  results for the six-month period ended
          June 30, 1997 are not  necessarily  indicative of the results that may
          be achieved for the entire year.

     2.   Certain  prior  year  amounts  have been  reclassified  to  conform to
          current presentation.

     3.   The  Company  is engaged in  various  matters  of  litigation  and has
          unresolved  claims pending.  While the amounts claimed are substantial
          and the  ultimate  liability  with  respect to such  claims  cannot be
          determined at this time, it is the opinion of management that damages,
          if any,  required to be paid by the Company in the  discharge  of such
          liability  are not likely to be  material to the  Company's  financial
          position or results of operations.

                                        4
PART I.  FINANCIAL INFORMATION, continued
Item 2.   Management's Discussion and Analysis

RESULTS OF OPERATIONS

Net income earned during the second quarter and during the six months ended June
30, 1997,  exceeded net income  earned during the  corresponding  periods in the
prior year by $2.2 million  (20%) and $15.9  million  (80%),  respectively.  The
increases  during both periods are due primarily to higher  investment and asset
management  income related to asset  remarketing  and fees earned from arranging
financing transactions.

Investment and Asset Management
--------------------------------
The  Company  invests  in a wide  variety  of  assets  and  generates  income by
financing  equipment (through lease, loan and joint venture  investments),  from
the  remarketing  of assets,  and from fees generated by managing the investment
portfolios  of others and from  brokering or arranging  financing  transactions.

Investment and asset  management  revenue  increased as a result of increases in
asset remarketing income and fees from arranging financing transactions, as well
as higher investment balances.  Although historically a significant  contributor
to income, asset remarketing  opportunities,  which are realized at lease end or
in response to specific market  conditions,  do not occur evenly between periods
and the income they  generate can  fluctuate  significantly  depending on market
conditions.  Similarly,  transaction  fees do not occur evenly between  periods.
Higher investment balances during 1997,  including those funded with off-balance
sheet financing and those of Centron (which was acquired in October 1996),  also
contributed to the increase in investment and asset management  revenue, as well
as to higher operating lease expense.

Technology Equipment Sales and Service
----------------------------------------
With  the  October  1996  acquisition  of the 50% of  Centron,  which it did not
already own, the Company  expanded its  technology  equipment  sales and service
business.  Centron is a  technology  solutions  provider  that offers  products,
technical  service  and  financial  services  required  for  building  corporate
information  networks.  The sales and technical  services offered by Centron are
included in this segment of the business. Lease and other financing alternatives
offered by Centron are included in the investment and asset management  business
segment.

Higher average borrowings (to fund new investments and from the consolidation of
Centron) resulted in interest expense being higher than last year.

Selling,  general and administrative costs increased over 1996, due primarily to
higher human resource and other  administrative  costs  resulting from increased
business activity, including the impact of the acquisition of Centron.

The  allowance  for  losses  increased  during the first six months of 1997 as a
result of a $6.0 million  provision for losses and $1.4 million in recoveries of
previously written off investments. There were no significant write-downs during
this period.  At June 30, 1997,  the allowance for losses is 7% of  investments,
including  off-balance  sheet  assets  and after  deducting  nonleveraged  lease
nonrecourse debt.

                                             

                                      

                                       5
LIQUIDITY AND CAPITAL RESOURCES

Floating  rate  debt  financing  represented  22.7%  of  the  Company's  capital
structure at June 30, 1997. These borrowings  support  investments tied to LIBOR
and other similar rates.  Fluctuations  in interest  rates may impact  earnings,
either  negatively or  positively,  depending on the Company's net floating rate
asset or debt  position.  At June 30, 1997,  the Company had $38.7  million more
floating rate debt than floating rate assets.

At June 30,  1997,  the  Company had  approved  unfunded  transactions  totaling
approximately $135.5 million,  including approximately $95.1 million expected to
fund during the remainder of 1997. Once approved for funding,  a transaction may
not be  completed  for various  reasons,  or the  investment  may be shared with
partners or sold.

The Company  generates  cash from  operations  and  portfolio  proceeds  and has
certain  facilities for borrowing.  In addition,  certain lease transactions are
financed by obtaining  nonrecourse  loans equal to the present  value of some or
all of the rental stream. During the six months ended June 30, 1997, the Company
used the cash generated  from  operations,  from  investing  activities and from
short-term borrowings to repay $130 million of debt financing. At June 30, 1997,
the  Company  had a $300  million  shelf  registration  for Series D medium term
notes,  of which $32 million was  available,  and had unused  capacity under its
commercial paper and bankers'  acceptances  credit agreements of $146.1 million.
Two of the Company's  subsidiaries  maintain various stand-alone bank facilities
which had unused capacity aggregating $52.2 million as of June 30, 1997.

FORWARD LOOKING STATEMENTS

Certain  statements  in the  Management's  Discussion  and  Analysis  constitute
forward-looking  statements  within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Although the
Company  believes  that  the  expectations  reflected  in  such  forward-looking
statements are based on reasonable  assumptions,  such statements are subject to
risks and  uncertainties,  and could cause actual  results to differ  materially
from those projected.

                                           

                                       6
PART II.  OTHER INFORMATION
Item 6.   Exhibits and Reports on Form 8-K

(a)     Exhibits:

         27.   Financial Data Schedule

(b)     The Company filed a current report on Form 8-K on June 10, 1997,
        under Item 5., Other Events.

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

                                      GATX CAPITAL CORPORATION

                                      /s/ Michael E. Cromar
                                      ---------------------  
                                      Michael E. Cromar
                                      Vice President and Chief Financial Officer

                                      /s/ Curt F. Glenn
                                      -----------------   
                                      Curt F. Glenn
                                      Principal Accounting Officer,
                                      Vice President and Controller

August 12, 1997

                                       7