GATX CORP — Director's Dealing 2005

Nov 3, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GATX CORP (GMT)
CIK: 0000040211
Period of Report: 2005-11-01

Reporting Person: ZECH RONALD H (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-11-01	Common Stock	F	2679	$36.9	Disposed	83553.5989	Direct
2005-11-01	Common Stock	F	9611	$36.9	Disposed	73942.5989	Direct
2005-11-01	Common Stock	D	16433	—	Disposed	57509.5989	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock 401(k)	21741.605	Indirect

Footnotes

F1: Mr. Zech received 5,401 shares in settlement of performance units under the GATX Corporation Long Term Incentive Compensation Plan. This transaction was reported on February 22, 2000. Pursuant to the Companys 162(m) policy, Mr. Zechs receipt of these shares was deferred at that time. In the interim Zech was credited with reinvested dividends on the deferred shares. The reinvested dividends have been reported on Form 5s filed by Mr. Zech. During 2005 he received 113.1589 shares in dividends on the deferred shares. The aggregate total shares received in settlement of the performance units and reinvested dividends is 6,791.1027 shares. Of this amount, 2,679 shares were withheld to satisfy tax obligations.

F2: Of the 24,365 shares Mr. Zech was entitled to receive under the 2004 Performance-Based Restricted Stock Grant, 9,611 shares were withheld by the Company in satisfaction of his tax obligations.

F3: Mr. Zech received 40,798 shares of common stock under the 2004 Performance-Based Restricted Stock Grant subject to a two year vesting requirement. These shares were reported on February 24, 2005. On Mr. Zechs retirement on November 1 he became entitled to a proportionate amount (24,365 shares) and forfeited the remainder (16,433 shares).