As filed with the Securities and Exchange Commission on May 7, 1999
                                                                File No. 333-
================================================================================

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                  FORM S-8
                           REGISTRATION STATEMENT
                                   Under
                         THE SECURITIES ACT OF 1933

                                  -------

                              GATX CORPORATION
           (Exact name of registrant as specified in its charter)


           New York                                    36-1124040
 (State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)
                                   
                                   

           500 West Monroe Street
              Chicago, Illinois                             60661
(Address of principal executive offices)                  (Zip Code)



                              GATX CORPORATION
                        EMPLOYEE STOCK PURCHASE PLAN
                          (Full title of the plan)

                             Ronald J. Ciancio
                         Assistant General Counsel
                           500 West Monroe Street
                          Chicago, Illinois 60661
                  (Name and Address of Agent for Service)

                               (312) 621-6200
       (Telephone Number, including area code, of Agent for Service)


                      CALCULATION OF REGISTRATION FEE
================================================================================

                                           Proposed     Proposed
                                           Maximum      Maximum
                              Amount       Offering     Aggregate     Amount of
Title of Securities           to be        Price Per    Offering    Registration
to be Registered            Registered      Share*       Price*          Fee
--------------------------------------------------------------------------------

Common Stock, $.625          3,707,505
par value.................    Shares       $38.281     $141,927,000    $39,456
================================================================================

  *     Estimated solely for the purpose of computing the registration fee
        on the basis of the average of the high and low prices for the
        Common Stock as reported on the New York Stock Exchange on May 6,
        1999.

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



<PAGE>



                                  PART II


                          INFORMATION REQUIRED IN
                         THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents, which have heretofore been filed by GATX
Corporation (the "Company" or "Registrant") with the Securities and
Exchange Commission, are incorporated herein by reference:

         (a)   The Company's Annual Report on Form 10-K for the year ended
               December 31, 1998.

         (b)   The description of the common stock, $.625 par value per
               share, of the Company (the "Common Stock") contained in the
               section entitled "Description of Capital Stock" from the
               Prospectus dated May 16, 1997, included as part of the
               Company's Registration Statement on Form S-3 (No. 333-
               27235).

         All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated
herein by reference and shall be deemed a part hereof from the date of
filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         The validity of the shares of Common Stock offered hereby will be
passed upon by Ronald J. Ciancio, Assistant General Counsel of the Company.
Mr. Ciancio owns 3,985 shares of Common Stock and holds options to purchase
21,600 shares of Common Stock.

Item 6.  Indemnification of Directors and Officers.

         (a) Certain provisions of the New York Business Corporation Law
and Article II, Section II of the Company's By-Laws provide for the prompt
indemnification of directors and officers under certain conditions
including the possibility of indemnification against liabilities under the
Securities Act of 1933. The By-Laws also provide that the Company has the
burden of proving that a director is not entitled to indemnification in a
particular instance.

         (b) To the fullest extent permitted by the New York Business
Corporation Law, as presently in effect of hereinafter amended, the
Company's certificate of incorporation also provides that directors of the
Company shall not have personal liability to the Company or to its
stockholders for damages for any breach of duty in the directors' capacity
as such, except (1) the liability of any director if a judgment or final
adjudication adverse to him establishes that his acts or omissions were in
bad-faith or involved intentional misconduct or knowing violation of the
law or that he personally gained a financial profit or other advantage to
which he was not legally entitled or that his acts violated Section 719 of
the New York Business Corporation Law or any successor thereto, or (2) the
liability of any director for any act or omission prior to the adoption of
a provision authorized by this paragraph.





<PAGE>



         (c) In addition, the Company also maintains directors' and
officers' liability insurance which purports to insure the Company against
certain costs of indemnification which may be incurred by the Company
pursuant to the foregoing provisions, and to insure directors and officers
of the Company against certain liabilities incurred by them in the
discharge of their function as such officers and directors, except for
liabilities resulting from their own malfeasance.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         See Index to Exhibits which is incorporated herein by reference.

Item 9.  Undertakings.

         The undersigned Registrant hereby undertakes:

           1.   To file, during any period in which offers or sales are
                being made, a post-effective amendment to this registration
                statement:

                (i)    To include any prospectus required by Section 10(a)(3) 
                       of the Securities Act of 1933;

                (ii)   To reflect in the prospectus any facts or events arising
                       after the effective date of the registration statement 
                       (or the most recent post-effective amendment thereof) 
                       which, individually or in the aggregate, represent a 
                       fundamental change in the information set forth in the 
                       registration statement; provided that, notwithstanding 
                       the foregoing, any increase or decrease in volume of 
                       securities offered (if the total dollar value of 
                       securities offered would not exceed that which was 
                       registered) and any deviation from the low or high end 
                       of the estimated maximum offering range may be reflected 
                       in the form of prospectus filed with the Commission 
                       pursuant to Rule 424(b) if, in the aggregate, the 
                       changes in volume and price represent no more than a 
                       20 percent change in the maximum aggregate offering 
                       price set forth in the "Calculation of Registration Fee" 
                       table in the effective registration statement; and

                (iii)  To include any material information with respect to
                       the plan of distribution not previously disclosed in
                       the registration statement or any material change to
                       such information in the registration statement;

                       provided, however, that paragraphs (i) and (ii)
                       above do not apply if the registration statement is
                       on Form S-3 or Form S-8, and the information
                       required to be included in a post-effective
                       amendment by those paragraphs is contained in
                       periodic reports filed with or furnished to the
                       Commission by the Registrant pursuant to Section 13
                       or 15(d) of the Securities Exchange Act of 1934 that
                       are incorporated by reference in the registration
                       statement.

           2.   That, for the purpose of determining any liability under
                the Securities Act of 1933, each such post-effective
                amendment shall be deemed to be a new registration
                statement relating to the securities offered therein, and
                the offering of such securities at that time shall be
                deemed to be the initial bona fide offering thereof.

           3.   To remove from registration by means of a post-effective
                amendment any of the securities being registered which
                remain unsold at the termination of the offering.


                                      2
<PAGE>


           The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing
of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.

           Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions referred
to under Item 6, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, officer or controlling person of
the Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection
with the securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in
the Securities Act of 1933 and will be governed by the final adjudication
of such issue.


                                   3
<PAGE>



                                 SIGNATURES

           Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Chicago, State of Illinois, on
this 6th day of May, 1999.

                                      GATX CORPORATION


                                      By /s/ William L. Chambers
                                         ---------------------------------
                                          William L. Chambers
                                          Vice President, Human Resources


                             POWER OF ATTORNEY

         Each person whose signature appears below hereby constitutes and
appoints Ronald J. Ciancio and David B. Anderson, and each of them, the
true and lawful attorneys-in-fact and agents of the undersigned, with full
power of substitution and resubstitution, for and in the name, place and
stead of the undersigned, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement on Form S-8 relating to the Common Stock issuable under the GATX
Corporation Employee Stock Purchase Plan and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and hereby grants to such
attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be
done, as fully to all intents and purposes as the undersigned might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his/her
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.

         Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following
persons in the capacities indicated on the 6th day of May, 1999.

/s/ RONALD H. ZECH                       /s/ DAVID M. EDWARDS
------------------------------------     ---------------------------------------
Ronald H. Zech, Chairman, President,     David M. Edwards, Senior Vice President
Chief Executive Officer and Director     and Chief Financial Officer


/s/ RALPH L. O'HARA                      /s/ JAMES M. DENNY
------------------------------------     ---------------------------------------
Ralph L. O'Hara, Controller and          James M. Denny, Director
Chief Accounting Officer

/s/ RICHARD M. FAIRBANKS                 /s/ WILLIAM C. FOOTE
------------------------------------     ---------------------------------------
Richard M. Fairbanks, Director           William C. Foote, Director


/s/ DEBORAH M. FRETZ                     /s/ RICHARD A. GIESEN             
------------------------------------     ---------------------------------------
Deborah M. Fretz, Director               Richard A. Giesen, Director


/s/ MILES L. MARSH                       /s/ MICHAEL E. MURPHY
------------------------------------     ---------------------------------------
Miles L. Marsh, Director                 Michael E. Murphy, Director


/s/ JOHN W. ROGERS, JR.
------------------------------------  
John W. Rogers, Jr., Director




<PAGE>



                             INDEX TO EXHIBITS
                             -----------------
Exhibit                                                            
Number    Description of Document                                  
-------   -----------------------                                  

5         Opinion of Ronald J. Ciancio, Esq.

23.1      Consent of Ernst & Young LLP.

23.2      Consent of Ronald J. Ciancio (included in his opinion filed as 
          Exhibit 5 hereto)

24        Power of Attorney (included with signature page to the 
          registration statement)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15891}]
{"company-data": {"conformed-name": "GATX CORP", "cik": "0000040211", "assigned-sic": "4700", "irs-number": "361124040", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-78037", "film-number": "99614044"}, "business-address": {"street1": "500 W MONROE  ST", "city": "CHICAGO", "state": "IL", "zip": "60661", "phone": "3126216200"}, "former-company": {"former-conformed-name": "GENERAL AMERICAN TRANSPORTATION CORP", "date-changed": "19750722"}}
As filed with the Securities and Exchange Commission on May 7, 1999
                                                                File No. 333-
================================================================================

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                  FORM S-8
                           REGISTRATION STATEMENT
                                   Under
                         THE SECURITIES ACT OF 1933

                                  -------

                              GATX CORPORATION
           (Exact name of registrant as specified in its charter)

           New York                                    36-1124040
 (State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)
                                   
                                   

           500 West Monroe Street
              Chicago, Illinois                             60661
(Address of principal executive offices)                  (Zip Code)

                              GATX CORPORATION
                        EMPLOYEE STOCK PURCHASE PLAN
                          (Full title of the plan)

                             Ronald J. Ciancio
                         Assistant General Counsel
                           500 West Monroe Street
                          Chicago, Illinois 60661
                  (Name and Address of Agent for Service)

                               (312) 621-6200
       (Telephone Number, including area code, of Agent for Service)

                      CALCULATION OF REGISTRATION FEE
================================================================================

                                           Proposed     Proposed
                                           Maximum      Maximum
                              Amount       Offering     Aggregate     Amount of
Title of Securities           to be        Price Per    Offering    Registration
to be Registered            Registered      Share*       Price*          Fee
--------------------------------------------------------------------------------

Common Stock, $.625          3,707,505
par value.................    Shares       $38.281     $141,927,000    $39,456
================================================================================

  *     Estimated solely for the purpose of computing the registration fee
        on the basis of the average of the high and low prices for the
        Common Stock as reported on the New York Stock Exchange on May 6,
        1999.

================================================================================
PART II

                          INFORMATION REQUIRED IN
                         THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents, which have heretofore been filed by GATX
Corporation (the "Company" or "Registrant") with the Securities and
Exchange Commission, are incorporated herein by reference:

         (a)   The Company's Annual Report on Form 10-K for the year ended
               December 31, 1998.

         (b)   The description of the common stock, $.625 par value per
               share, of the Company (the "Common Stock") contained in the
               section entitled "Description of Capital Stock" from the
               Prospectus dated May 16, 1997, included as part of the
               Company's Registration Statement on Form S-3 (No. 333-
               27235).

         All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated
herein by reference and shall be deemed a part hereof from the date of
filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         The validity of the shares of Common Stock offered hereby will be
passed upon by Ronald J. Ciancio, Assistant General Counsel of the Company.
Mr. Ciancio owns 3,985 shares of Common Stock and holds options to purchase
21,600 shares of Common Stock.

Item 6.  Indemnification of Directors and Officers.

         (a) Certain provisions of the New York Business Corporation Law
and Article II, Section II of the Company's By-Laws provide for the prompt
indemnification of directors and officers under certain conditions
including the possibility of indemnification against liabilities under the
Securities Act of 1933. The By-Laws also provide that the Company has the
burden of proving that a director is not entitled to indemnification in a
particular instance.

         (b) To the fullest extent permitted by the New York Business
Corporation Law, as presently in effect of hereinafter amended, the
Company's certificate of incorporation also provides that directors of the
Company shall not have personal liability to the Company or to its
stockholders for damages for any breach of duty in the directors' capacity
as such, except (1) the liability of any director if a judgment or final
adjudication adverse to him establishes that his acts or omissions were in
bad-faith or involved intentional misconduct or knowing violation of the
law or that he personally gained a financial profit or other advantage to
which he was not legally entitled or that his acts violated Section 719 of
the New York Business Corporation Law or any successor thereto, or (2) the
liability of any director for any act or omission prior to the adoption of
a provision authorized by this paragraph.
(c) In addition, the Company also maintains directors' and
officers' liability insurance which purports to insure the Company against
certain costs of indemnification which may be incurred by the Company
pursuant to the foregoing provisions, and to insure directors and officers
of the Company against certain liabilities incurred by them in the
discharge of their function as such officers and directors, except for
liabilities resulting from their own malfeasance.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         See Index to Exhibits which is incorporated herein by reference.

Item 9.  Undertakings.

         The undersigned Registrant hereby undertakes:

           1.   To file, during any period in which offers or sales are
                being made, a post-effective amendment to this registration
                statement:

                (i)    To include any prospectus required by Section 10(a)(3) 
                       of the Securities Act of 1933;

                (ii)   To reflect in the prospectus any facts or events arising
                       after the effective date of the registration statement 
                       (or the most recent post-effective amendment thereof) 
                       which, individually or in the aggregate, represent a 
                       fundamental change in the information set forth in the 
                       registration statement; provided that, notwithstanding 
                       the foregoing, any increase or decrease in volume of 
                       securities offered (if the total dollar value of 
                       securities offered would not exceed that which was 
                       registered) and any deviation from the low or high end 
                       of the estimated maximum offering range may be reflected 
                       in the form of prospectus filed with the Commission 
                       pursuant to Rule 424(b) if, in the aggregate, the 
                       changes in volume and price represent no more than a 
                       20 percent change in the maximum aggregate offering 
                       price set forth in the "Calculation of Registration Fee" 
                       table in the effective registration statement; and

                (iii)  To include any material information with respect to
                       the plan of distribution not previously disclosed in
                       the registration statement or any material change to
                       such information in the registration statement;

                       provided, however, that paragraphs (i) and (ii)
                       above do not apply if the registration statement is
                       on Form S-3 or Form S-8, and the information
                       required to be included in a post-effective
                       amendment by those paragraphs is contained in
                       periodic reports filed with or furnished to the
                       Commission by the Registrant pursuant to Section 13
                       or 15(d) of the Securities Exchange Act of 1934 that
                       are incorporated by reference in the registration
                       statement.

           2.   That, for the purpose of determining any liability under
                the Securities Act of 1933, each such post-effective
                amendment shall be deemed to be a new registration
                statement relating to the securities offered therein, and
                the offering of such securities at that time shall be
                deemed to be the initial bona fide offering thereof.

           3.   To remove from registration by means of a post-effective
                amendment any of the securities being registered which
                remain unsold at the termination of the offering.

                                      2
The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing
of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.

           Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions referred
to under Item 6, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, officer or controlling person of
the Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection
with the securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in
the Securities Act of 1933 and will be governed by the final adjudication
of such issue.

                                   3
SIGNATURES

           Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Chicago, State of Illinois, on
this 6th day of May, 1999.

                                      GATX CORPORATION

                                      By /s/ William L. Chambers
                                         ---------------------------------
                                          William L. Chambers
                                          Vice President, Human Resources

                             POWER OF ATTORNEY

         Each person whose signature appears below hereby constitutes and
appoints Ronald J. Ciancio and David B. Anderson, and each of them, the
true and lawful attorneys-in-fact and agents of the undersigned, with full
power of substitution and resubstitution, for and in the name, place and
stead of the undersigned, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement on Form S-8 relating to the Common Stock issuable under the GATX
Corporation Employee Stock Purchase Plan and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and hereby grants to such
attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be
done, as fully to all intents and purposes as the undersigned might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his/her
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.

         Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following
persons in the capacities indicated on the 6th day of May, 1999.

/s/ RONALD H. ZECH                       /s/ DAVID M. EDWARDS
------------------------------------     ---------------------------------------
Ronald H. Zech, Chairman, President,     David M. Edwards, Senior Vice President
Chief Executive Officer and Director     and Chief Financial Officer

/s/ RALPH L. O'HARA                      /s/ JAMES M. DENNY
------------------------------------     ---------------------------------------
Ralph L. O'Hara, Controller and          James M. Denny, Director
Chief Accounting Officer

/s/ RICHARD M. FAIRBANKS                 /s/ WILLIAM C. FOOTE
------------------------------------     ---------------------------------------
Richard M. Fairbanks, Director           William C. Foote, Director

/s/ DEBORAH M. FRETZ                     /s/ RICHARD A. GIESEN             
------------------------------------     ---------------------------------------
Deborah M. Fretz, Director               Richard A. Giesen, Director

/s/ MILES L. MARSH                       /s/ MICHAEL E. MURPHY
------------------------------------     ---------------------------------------
Miles L. Marsh, Director                 Michael E. Murphy, Director

/s/ JOHN W. ROGERS, JR.
------------------------------------  
John W. Rogers, Jr., Director
INDEX TO EXHIBITS
                             -----------------
Exhibit                                                            
Number    Description of Document                                  
-------   -----------------------                                  

5         Opinion of Ronald J. Ciancio, Esq.

23.1      Consent of Ernst & Young LLP.

23.2      Consent of Ronald J. Ciancio (included in his opinion filed as 
          Exhibit 5 hereto)

24        Power of Attorney (included with signature page to the 
          registration statement)