GATX CORP — Director's Dealing 2004

Aug 20, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GATX CORP (GMT)
CIK: 0000040211
Period of Report: 2004-08-18

Reporting Person: EDWARDS DAVID M (VP and President GATX Rail)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-08-18	Common Stock	M	20000.00	$20.9063	Acquired	47446.40	Direct
2004-08-18	Common Stock	S	19800.00	$25.4326	Disposed	27646.40	Direct
2004-08-18	Common Stock	G	100.00	—	Disposed	27546.40	Direct
2004-08-18	Common Stock	G	100.00	—	Disposed	27446.40	Direct
2004-08-18	Common Stock	G	100.00	—	Acquired	200.00	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-08-18	1994 NQ Stock Option (right to buy)	$20.9063	M	20000	Disposed	2004-10-28	Common Stock (20000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock - 401(k)	8023.06	Indirect

Footnotes

F1: Gift to son who shares reporting person's household. The reporting person disclaims beneficial ownership of the shares held by his son, and this report should not be deemed an admission that the reporting person is the beneficial owner of his son's shares for purposes of Section 16 or for any other purpose.

F2: Mr. Edwards disclaims beneficial ownership of the shares held by his adult sons, including the 100 shares disposed of by gift and reported herein. Mr. Edwards' adult sons own 200 shares of GATX stock. Mr. Edwards disclaims beneficial ownership of these shares.

F3: GATX Corporation's 401(k) plan is a unitized stock fund made up of company stock plus short term investments. Because the fund includes more than company stock, partipants purchase units of the fund rather than company shares of stock. The number of units held by a particpant may vary depending on the performance of the company stock, the overall stock market, and the amount of short term investments in the fund. Such a variance has caused units in Mr. Edwards' 401(k) fund to be reduced without any actual disposition of shares.

F4: 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.