GATX CORP — Director's Dealing 2004

Dec 11, 2004

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: GATX CORP (GMT)
CIK: 0000040211
Period of Report: 2004-12-03

Reporting Person: Earl James F (Executive VP Rail)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	11684.02	Direct
Common Stock - 401(k)	5836.09	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
1998 NQ Stock Option (Right to Buy)	$39.7188	2008-07-24	Common Stock (3500)		Direct
1995 NQ Stock Option (right to buy)	$23.7813	2005-10-27	Common Stock (2000)		Direct
1996 NQ Stock Option (right to buy)	$23.9375	2006-10-25	Common Stock (4000)		Direct
1997 NQ Stock Option (right to buy)	$33.4688	2007-10-24	Common Stock (4000)		Direct
1999 NQ Stock Option (Right to Buy)	$39.4688	2009-07-23	Common Stock (3000)		Direct
2000 NQ Stock Option (Right to Buy)	$30.4688	2010-03-10	Common Stock (3500)		Direct
2001 NQ Exchange Stock Option (Right to Buy)	$45.0625	2011-01-26	Common Stock (2500)		Direct
2001 NQ Stock Option (Right to Buy)	$39.145	2011-07-27	Common Stock (8300)		Direct
2003 NQ Stock Option (Right to Buy)	$21.85	2013-08-01	Common Stock (17500)		Direct
2004 NQ Stock Option (Right to Buy)	$24.365	2011-08-06	Common Stock (10300)		Direct
April, 2002 NQ Stock Option (Right to Buy)	$31.735	2012-04-26	Common Stock (6250)		Direct
July, 2002 NQ Stock Option (Right to Buy)	$24.17	2012-07-26	Common Stock (6250)		Direct

Footnotes

F1: 8,085 shares are restricted stock, vesting in thirds on November 12, 2005, November 12, 2006 and November 12, 2007.

F2: 50% of option granted may be exercised commencing 1 year from the date of the grant, an additional 25% commencing 2 years from th
e date of the grant and the remaining 25% commencing 3 years from the date of the grant.

F3: 100% of the options become exercisable on December 31, 2003.