<PAGE>                                 
                 SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549




                            Form 10-Q

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

                                  OR

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

   For the Quarter Ended                   Commission File Number
       June 30, 1994                               I-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 July 29, 1994, 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

            GATX CAPITAL CORPORATION AND SUBSIDIARIES
<TABLE>              CONSOLIDATED BALANCE SHEETS
                         (in Thousands)

<CAPTION>                         June 30,   December 31,   June 30,
                                     1994         1993         1993   
                                 -----------  ------------  ----------
<S>                              <C>          <C>           <C>
ASSETS

Cash and cash equivalents         $  13,941     $ 12,950     $ 12,894 
Investments:
  Direct financing leases           252,629      275,605      269,785  
  Leveraged leases                  258,602      224,953      235,417  
  Operating lease equipment -
    net of depreciation             302,676      254,651      346,509 
  Secured loans                     249,711      226,073      225,254 
  Investment in joint ventures      190,407      197,720      196,189 
  Assets held for sale or lease      42,970       56,777       90,451 
  Other investments                  22,791       24,298       61,861 
  Investment in future residuals     13,604       14,071       16,923 
  Less:
    Allowance for possible losses   (91,045)     (88,193)    (108,731)
                                 -----------  -----------   ----------
      Total investments           1,242,345    1,185,955    1,333,658 

Due from GATX Corporation            43,226       42,638       37,847 
Intangible assets                     3,928        4,027        4,272 
Other assets                         11,633       11,028       19,726 
                                 -----------  -----------  -----------
      TOTAL ASSETS               $1,315,073   $1,256,598   $1,408,397 
                                 ===========  ===========  ===========
</TABLE>

<PAGE>
            GATX CAPITAL CORPORATION AND SUBSIDIARIES
<TABLE>            CONSOLIDATED BALANCE SHEETS
                         (in Thousands)


<CAPTION>                          June 30,   December 31,   June 30,
                                     1994         1993         1993   
                                 -----------  ------------  ----------
<S>                              <C>          <C>           <C>
LIABILITIES AND STOCKHOLDER'S EQUITY

Accrued interest and 
      other payables              $ 108,203     $ 58,126     $ 57,262
Debt financing:     
  Commercial paper and 
    bankers' acceptances            165,520      104,164      206,805
  Notes payable                      13,777       17,771       32,688
  Obligations under capital leases   20,569       22,442       29,145
  Senior term notes                 623,600      624,850      619,696 
                                  ----------   ----------   ----------
    Total debt financing            823,466      769,227      888,334 
                                  ----------   ----------   ----------
Nonrecourse obligations              72,533       68,058      104,044 
Deferred income                       9,002       62,965       67,317 
Deferred income taxes                 9,106       11,053        3,598 

Stockholder's equity:
  Convertible preferred stock         1,027        1,027        1,027 
  Common stock                        1,031        1,031        1,031 
  Additional paid-in capital        151,902      151,902      151,902 
  Reinvested earnings               139,725      133,570      134,584 
  Equity adjustment from foreign
    currency translation               (922)        (361)        (702)
                                  ----------   ----------   ---------- 
    Total stockholder's equity      292,763      287,169      287,842 
                                  ----------   ----------   ---------- 
    TOTAL LIABILITIES AND
        STOCKHOLDER'S EQUITY     $1,315,073   $1,256,598   $1,408,397 
                                  ==========   ==========   ==========

</TABLE>
<PAGE>        GATX CAPITAL CORPORATION AND SUBSIDIARIES
<TABLE>
       CONSOLIDATED STATEMENTS OF INCOME AND REINVESTED EARNINGS
                         (in Thousands)
                    

<CAPTION>                  Three Months Ended       Six Months Ended  
                                 June 30,                June 30,     
                              1994       1993        1994        1993
                          --------   --------    --------    -------- 
<S>                      <C>        <C>         <C>         <C>
Earned income: 
  Leases                  $ 36,940   $ 28,420    $ 73,253    $ 57,322 
  Gain on disposition    
     of equipment            2,805     26,234       6,797      34,971 
  Interest                   6,167      4,684      11,434      10,126 
  Investment in joint
     ventures                1,981      1,467       3,192       3,932 
  Fees                       1,203      1,632       4,941       2,602 
  Other                        871      1,702       1,713       1,889
                          --------   --------    --------    -------- 
                            49,967     64,139     101,330     110,842 
                          --------   --------    --------    -------- 
Expenses:
  Interest                  15,637     16,616      30,744      33,472 
  Operating leases          11,557      8,006      23,178      13,525 
  Selling, general and 
     administrative          9,233      9,665      17,749      18,486 
  Provision for possible 
     losses                  4,000     12,000      10,000      16,000 
  Other                        243        630         401       1,383 
                          --------   --------    --------    -------- 
                            40,670     46,917      82,072      82,866 
                          --------   --------    --------    -------- 

  INCOME BEFORE 
     INCOME TAXES            9,297     17,222      19,258      27,976 
                          --------   --------    --------    -------- 
Income taxes:
  Current income tax 
     expense                 4,213     11,287       8,466      12,120 
  Deferred income tax 
     benefit                  (447)    (3,703)       (666)       (395)
                          --------   --------    --------    -------- 
                             3,766      7,584       7,800      11,725 
                          --------   --------    --------    -------- 
               
  NET  INCOME                5,531      9,638      11,458      16,251 

Reinvested earnings at 
     beginning of period   136,845    127,853     133,570     123,771 
Advances on dividends paid 
     to stockholder         (2,651)    (2,907)     (5,303)     (5,438)
                          --------   --------    --------    -------- 
  REINVESTED EARNINGS
     AT END OF PERIOD     $139,725   $134,584    $139,725    $134,584 
                          ========   ========    ========    ======== 
</TABLE>            
<PAGE>            
            GATX CAPITAL CORPORATION AND SUBSIDIARIES
<TABLE>       STATEMENTS OF CONSOLIDATED CASH FLOWS               
                              (In Thousands)


<CAPTION>                                           Six Months
                                                   Ended June 30,
                                                   1994       1993   
                                                 --------   --------
<S>                                            <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                                    $ 11,458   $ 16,251 
  Adjustments to reconcile net income to
      net cash from operating activities:
    Provision for possible losses                 10,000     16,000 
    Depreciation expense                          14,898     11,215 
    Provision for deferred income 
      tax benefit                                   (666)      (395)
    Gain on disposition of equipment              (6,797)   (34,971)
    Joint venture investment income               (3,192)    (3,932)
    Non-cash changes in assets and liabilities:
      Due from GATX Corporation                     (588)    (2,193)
      Accrued interest and other payables         50,077      1,571 
      Deferred income                            (47,933)      (204)
    Other-net                                     (1,575)    (5,569)
                                                ---------  ---------
    Net cash flows provided by (used in) 
      operating activities                        25,682     (2,227)
                                                ---------  ---------
CASH FLOWS FROM INVESTING ACTIVITIES
  Investments in leased equipment, net of 
    nonrecourse borrowings for leveraged leases (105,531)  (148,119)
  Loans extended to borrowers                    (45,759)   (15,705)
  Other investments                                 (790)   (34,042)
                                                ---------  ---------
      Total investments                         (152,080)  (197,866)
                                                ---------  ---------
  Lease rents received, net of earned income and 
    leveraged lease nonrecourse debt service       7,883     14,700 
  Loan principal received                         18,824     31,041 
  Proceeds from disposition of equipment          35,434     64,239
  Proceeds from disposition of real estate         7,012     19,734
  Joint venture cash distributions                11,352     13,401 
                                                ---------  ---------
      Recovery of investments                     80,505    143,115 
                                                ---------  ---------
      Net cash flows used in
        investing activities                    $(71,575)  $(54,751)
                                                ---------  ---------
            
CASH FLOWS FROM FINANCING ACTIVITIES
  Net increase in short term borrowings         $ 57,362   $ 41,402 
  Proceeds from issuance of long term debt        55,000    103,000 
  Proceeds from nonrecourse debt borrowings            -      2,800 
  Repayment of long term debt                    (56,250)   (79,502)
  Repayment of capital lease obligations          (1,873)    (2,218)
  Repayment of nonrecourse obligations            (2,052)    (2,999)
  Dividends paid to stockholder                   (5,303)    (5,438)
                                                ---------  ---------
    Net cash flows provided by 
      financing activities                        46,884     57,045 
                                                ---------  ---------

  Net increase in cash and 
    cash equivalents                                 991         67 
  Cash and cash equivalents 
    at the beginning of the period                12,950     12,827 
                                                ---------  ---------
  Cash and cash equivalents 
    at the end of the period                    $ 13,941   $ 12,894 
                                                =========  =========
</TABLE>           
<PAGE>           
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     June 30, 1994 and 1993
  
  
  
  1.   General
  
       The consolidated balance sheet at December 31, 1993 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 three and six months ended June 30, 1994 are    
       not necessarily indicative of the results that may be   
       achieved for the entire year.
  
  2.   Reclassifications and restatement
  
       Certain amounts in the financial statements presented   
       have been reclassified to conform prior years' data to  
       the current presentation.  
  
<PAGE>
                   MANAGEMENT'S DISCUSSION AND ANALYSIS

Comparison of the Six Months Ended June 30, 1994 to the Six
Months Ended June 30, 1993

GATX Capital Corporation's net income for the six months ended
June 30, 1994, was $11.5 million compared to $16.3 million in the
comparable period of 1993.

Total earned income was down $9.5 million for the first six
months of 1994 compared to the same period in 1993 principally
due to the decrease in disposition gains.  Disposition gains do
not fall evenly from period to period and are generated primarily
from the sale of equipment at scheduled lease termination dates. 
However, the 1993 amount includes a $16.2 million gain from an
insurance settlement related to marine equipment.

Partially offsetting the decline in disposition gains were
increases in lease, interest, and fee income.  The increase in
lease income was principally the result of new investment volume. 
Approximately one half of the increase was related to an off-
balance sheet sale leaseback transaction of rail equipment
acquired late in the second quarter of 1993.  The remaining
increase corresponds to the increase in lease investments on the
balance sheet.  Interest income increased between years as a
result of higher interest rates and new loan volume.  Fee income
was higher during the first six months of 1994 mainly due to a
large residual remarketing fee recorded in 1994.

Total expenses decreased slightly between periods.  Decreases in
interest expense, provision for possible losses, and other
expense were offset by an increase in operating lease expense. 
Interest expense declined between periods principally due to the
sale of half of the Company's investment in a cogeneration
facility during the fourth quarter of 1993.  During the first
half of 1993, interest expense was recognized on the debt related
to this facility.  The remaining investment is currently
accounted for using the equity method and, therefore, interest
expense is not separately recorded.  Other expense also decreased
as a result of this sale.  The increase in operating lease
expense is principally due to increased depreciation and rent
expense on operating leases.  The increase in depreciation is due
to the overall increase in the operating lease portfolio.  The
increase in rent expense resulted primarily from the sale
leaseback transaction discussed above.

The Company provided $10.0 million for possible losses during the
first six months of 1994 to bring the allowance for possible
losses to $91.0 million, or 6.8% of total investments.  

The increase in accrued interest and other payables results
primarily from the reclassification of $48.0 million from
deferred income.  During the second quarter of 1994, American
Airlines exercised its option to return four DC-10 aircraft in
January, 1995.  The $48.0 million was received in advance and was
deferred pending its recording as disposition proceeds upon
purchase by the customer or its repayment upon return of the
equipment at the customer s option.

Floating rate debt financing represented approximately 35.4% of
the Company's capital structure at June 30, 1994.  These
borrowings support leases and loans tied to the "prime" or
similar rates and certain other owned assets.  At June 30, 1994,
the Company had $58.6 million more floating rate debt than
floating rate assets.

The Company's backlog at June 30, 1994 was $138.7 million.   At
June 30, 1994, the Company had a $300 million shelf registration
for Series C medium term notes, of which $55.0 million had been
issued.  The Company also had unused capacity under its credit
agreements of $114.5 million at June 30, 1994.
                   
<PAGE>
                   Part II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

The Company was not required to report any events pursuant to the
instructions for Form 8-K for any of the three months ended 
June 30, 1994.

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/ Ronald H. Zech
																														--------------------                
                              Ronald H. Zech
                              President, Director, and 
                              Chief Executive Officer




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









August 12, 1994
[{"type": "10-Q", "sequence": "1", "description": "JUNE 30, 1994 10Q", "secsgml_size_bytes": 18589}]
{"company-data": {"conformed-name": "GATX CAPITAL CORP", "cik": "0000357019", "assigned-sic": "6199", "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": "94543366"}, "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"}}
SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549

                            Form 10-Q

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

                                  OR

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

   For the Quarter Ended                   Commission File Number
       June 30, 1994                               I-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 July 29, 1994, 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

            GATX CAPITAL CORPORATION AND SUBSIDIARIES
              CONSOLIDATED BALANCE SHEETS
                         (in Thousands)
June 30,   December 31,   June 30,
                                     1994         1993         1993   
                                 -----------  ------------  ----------
ASSETS

Cash and cash equivalents         $  13,941     $ 12,950     $ 12,894 
Investments:
  Direct financing leases           252,629      275,605      269,785  
  Leveraged leases                  258,602      224,953      235,417  
  Operating lease equipment -
    net of depreciation             302,676      254,651      346,509 
  Secured loans                     249,711      226,073      225,254 
  Investment in joint ventures      190,407      197,720      196,189 
  Assets held for sale or lease      42,970       56,777       90,451 
  Other investments                  22,791       24,298       61,861 
  Investment in future residuals     13,604       14,071       16,923 
  Less:
    Allowance for possible losses   (91,045)     (88,193)    (108,731)
                                 -----------  -----------   ----------
      Total investments           1,242,345    1,185,955    1,333,658 

Due from GATX Corporation            43,226       42,638       37,847 
Intangible assets                     3,928        4,027        4,272 
Other assets                         11,633       11,028       19,726 
                                 -----------  -----------  -----------
      TOTAL ASSETS               $1,315,073   $1,256,598   $1,408,397 
                                 ===========  ===========  ===========
GATX CAPITAL CORPORATION AND SUBSIDIARIES
            CONSOLIDATED BALANCE SHEETS
                         (in Thousands)
June 30,   December 31,   June 30,
                                     1994         1993         1993   
                                 -----------  ------------  ----------
LIABILITIES AND STOCKHOLDER'S EQUITY

Accrued interest and 
      other payables              $ 108,203     $ 58,126     $ 57,262
Debt financing:     
  Commercial paper and 
    bankers' acceptances            165,520      104,164      206,805
  Notes payable                      13,777       17,771       32,688
  Obligations under capital leases   20,569       22,442       29,145
  Senior term notes                 623,600      624,850      619,696 
                                  ----------   ----------   ----------
    Total debt financing            823,466      769,227      888,334 
                                  ----------   ----------   ----------
Nonrecourse obligations              72,533       68,058      104,044 
Deferred income                       9,002       62,965       67,317 
Deferred income taxes                 9,106       11,053        3,598 

Stockholder's equity:
  Convertible preferred stock         1,027        1,027        1,027 
  Common stock                        1,031        1,031        1,031 
  Additional paid-in capital        151,902      151,902      151,902 
  Reinvested earnings               139,725      133,570      134,584 
  Equity adjustment from foreign
    currency translation               (922)        (361)        (702)
                                  ----------   ----------   ---------- 
    Total stockholder's equity      292,763      287,169      287,842 
                                  ----------   ----------   ---------- 
    TOTAL LIABILITIES AND
        STOCKHOLDER'S EQUITY     $1,315,073   $1,256,598   $1,408,397 
                                  ==========   ==========   ==========
GATX CAPITAL CORPORATION AND SUBSIDIARIES

       CONSOLIDATED STATEMENTS OF INCOME AND REINVESTED EARNINGS
                         (in Thousands)
Three Months Ended       Six Months Ended  
                                 June 30,                June 30,     
                              1994       1993        1994        1993
                          --------   --------    --------    --------
Earned income: 
  Leases                  $ 36,940   $ 28,420    $ 73,253    $ 57,322 
  Gain on disposition    
     of equipment            2,805     26,234       6,797      34,971 
  Interest                   6,167      4,684      11,434      10,126 
  Investment in joint
     ventures                1,981      1,467       3,192       3,932 
  Fees                       1,203      1,632       4,941       2,602 
  Other                        871      1,702       1,713       1,889
                          --------   --------    --------    -------- 
                            49,967     64,139     101,330     110,842 
                          --------   --------    --------    -------- 
Expenses:
  Interest                  15,637     16,616      30,744      33,472 
  Operating leases          11,557      8,006      23,178      13,525 
  Selling, general and 
     administrative          9,233      9,665      17,749      18,486 
  Provision for possible 
     losses                  4,000     12,000      10,000      16,000 
  Other                        243        630         401       1,383 
                          --------   --------    --------    -------- 
                            40,670     46,917      82,072      82,866 
                          --------   --------    --------    -------- 

  INCOME BEFORE 
     INCOME TAXES            9,297     17,222      19,258      27,976 
                          --------   --------    --------    -------- 
Income taxes:
  Current income tax 
     expense                 4,213     11,287       8,466      12,120 
  Deferred income tax 
     benefit                  (447)    (3,703)       (666)       (395)
                          --------   --------    --------    -------- 
                             3,766      7,584       7,800      11,725 
                          --------   --------    --------    -------- 
               
  NET  INCOME                5,531      9,638      11,458      16,251 

Reinvested earnings at 
     beginning of period   136,845    127,853     133,570     123,771 
Advances on dividends paid 
     to stockholder         (2,651)    (2,907)     (5,303)     (5,438)
                          --------   --------    --------    -------- 
  REINVESTED EARNINGS
     AT END OF PERIOD     $139,725   $134,584    $139,725    $134,584 
                          ========   ========    ========    ========
GATX CAPITAL CORPORATION AND SUBSIDIARIES
       STATEMENTS OF CONSOLIDATED CASH FLOWS               
                              (In Thousands)
Six Months
                                                   Ended June 30,
                                                   1994       1993   
                                                 --------   --------
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                                    $ 11,458   $ 16,251 
  Adjustments to reconcile net income to
      net cash from operating activities:
    Provision for possible losses                 10,000     16,000 
    Depreciation expense                          14,898     11,215 
    Provision for deferred income 
      tax benefit                                   (666)      (395)
    Gain on disposition of equipment              (6,797)   (34,971)
    Joint venture investment income               (3,192)    (3,932)
    Non-cash changes in assets and liabilities:
      Due from GATX Corporation                     (588)    (2,193)
      Accrued interest and other payables         50,077      1,571 
      Deferred income                            (47,933)      (204)
    Other-net                                     (1,575)    (5,569)
                                                ---------  ---------
    Net cash flows provided by (used in) 
      operating activities                        25,682     (2,227)
                                                ---------  ---------
CASH FLOWS FROM INVESTING ACTIVITIES
  Investments in leased equipment, net of 
    nonrecourse borrowings for leveraged leases (105,531)  (148,119)
  Loans extended to borrowers                    (45,759)   (15,705)
  Other investments                                 (790)   (34,042)
                                                ---------  ---------
      Total investments                         (152,080)  (197,866)
                                                ---------  ---------
  Lease rents received, net of earned income and 
    leveraged lease nonrecourse debt service       7,883     14,700 
  Loan principal received                         18,824     31,041 
  Proceeds from disposition of equipment          35,434     64,239
  Proceeds from disposition of real estate         7,012     19,734
  Joint venture cash distributions                11,352     13,401 
                                                ---------  ---------
      Recovery of investments                     80,505    143,115 
                                                ---------  ---------
      Net cash flows used in
        investing activities                    $(71,575)  $(54,751)
                                                ---------  ---------
            
CASH FLOWS FROM FINANCING ACTIVITIES
  Net increase in short term borrowings         $ 57,362   $ 41,402 
  Proceeds from issuance of long term debt        55,000    103,000 
  Proceeds from nonrecourse debt borrowings            -      2,800 
  Repayment of long term debt                    (56,250)   (79,502)
  Repayment of capital lease obligations          (1,873)    (2,218)
  Repayment of nonrecourse obligations            (2,052)    (2,999)
  Dividends paid to stockholder                   (5,303)    (5,438)
                                                ---------  ---------
    Net cash flows provided by 
      financing activities                        46,884     57,045 
                                                ---------  ---------

  Net increase in cash and 
    cash equivalents                                 991         67 
  Cash and cash equivalents 
    at the beginning of the period                12,950     12,827 
                                                ---------  ---------
  Cash and cash equivalents 
    at the end of the period                    $ 13,941   $ 12,894 
                                                =========  =========
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     June 30, 1994 and 1993
  
  
  
  1.   General
  
       The consolidated balance sheet at December 31, 1993 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 three and six months ended June 30, 1994 are    
       not necessarily indicative of the results that may be   
       achieved for the entire year.
  
  2.   Reclassifications and restatement
  
       Certain amounts in the financial statements presented   
       have been reclassified to conform prior years' data to  
       the current presentation.
MANAGEMENT'S DISCUSSION AND ANALYSIS

Comparison of the Six Months Ended June 30, 1994 to the Six
Months Ended June 30, 1993

GATX Capital Corporation's net income for the six months ended
June 30, 1994, was $11.5 million compared to $16.3 million in the
comparable period of 1993.

Total earned income was down $9.5 million for the first six
months of 1994 compared to the same period in 1993 principally
due to the decrease in disposition gains.  Disposition gains do
not fall evenly from period to period and are generated primarily
from the sale of equipment at scheduled lease termination dates. 
However, the 1993 amount includes a $16.2 million gain from an
insurance settlement related to marine equipment.

Partially offsetting the decline in disposition gains were
increases in lease, interest, and fee income.  The increase in
lease income was principally the result of new investment volume. 
Approximately one half of the increase was related to an off-
balance sheet sale leaseback transaction of rail equipment
acquired late in the second quarter of 1993.  The remaining
increase corresponds to the increase in lease investments on the
balance sheet.  Interest income increased between years as a
result of higher interest rates and new loan volume.  Fee income
was higher during the first six months of 1994 mainly due to a
large residual remarketing fee recorded in 1994.

Total expenses decreased slightly between periods.  Decreases in
interest expense, provision for possible losses, and other
expense were offset by an increase in operating lease expense. 
Interest expense declined between periods principally due to the
sale of half of the Company's investment in a cogeneration
facility during the fourth quarter of 1993.  During the first
half of 1993, interest expense was recognized on the debt related
to this facility.  The remaining investment is currently
accounted for using the equity method and, therefore, interest
expense is not separately recorded.  Other expense also decreased
as a result of this sale.  The increase in operating lease
expense is principally due to increased depreciation and rent
expense on operating leases.  The increase in depreciation is due
to the overall increase in the operating lease portfolio.  The
increase in rent expense resulted primarily from the sale
leaseback transaction discussed above.

The Company provided $10.0 million for possible losses during the
first six months of 1994 to bring the allowance for possible
losses to $91.0 million, or 6.8% of total investments.  

The increase in accrued interest and other payables results
primarily from the reclassification of $48.0 million from
deferred income.  During the second quarter of 1994, American
Airlines exercised its option to return four DC-10 aircraft in
January, 1995.  The $48.0 million was received in advance and was
deferred pending its recording as disposition proceeds upon
purchase by the customer or its repayment upon return of the
equipment at the customer s option.

Floating rate debt financing represented approximately 35.4% of
the Company's capital structure at June 30, 1994.  These
borrowings support leases and loans tied to the "prime" or
similar rates and certain other owned assets.  At June 30, 1994,
the Company had $58.6 million more floating rate debt than
floating rate assets.

The Company's backlog at June 30, 1994 was $138.7 million.   At
June 30, 1994, the Company had a $300 million shelf registration
for Series C medium term notes, of which $55.0 million had been
issued.  The Company also had unused capacity under its credit
agreements of $114.5 million at June 30, 1994.
Part II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

The Company was not required to report any events pursuant to the
instructions for Form 8-K for any of the three months ended 
June 30, 1994.

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/ Ronald H. Zech
																														--------------------                
                              Ronald H. Zech
                              President, Director, and 
                              Chief Executive Officer

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

August 12, 1994