GATX CORP — Director's Dealing 2005

Apr 29, 2005

SEC Form 4/A — Form 4/A

Issuer: GATX CORP (GMT)
CIK: 0000040211
Period of Report: 2005-03-25

Reporting Person: CIANCIO RONALD J (Sr. VP Gen.Counsel and Secy)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-03-25	2005 NQ Stock Option (Right to Buy)	$32.645	A	8100	Acquired	2012-03-25	Common Stock (8100)	Direct

Footnotes

F1: On March 29, 2005 the reporting person filed a Form 4 reporting the receipt of Stock-Settled Stock Appreciation Rights ("SARs"). In approving the grant of SARs the Compensation Committee of the GATX Corporation Board of Directors was cognizant of the possibility that the implementation date of Financial Accounting Standards Number 123R (share based payment) may be delayed. Accordingly, the SAR grant allowed the Company under such circumstances to replace the SARs with an equal number of non-qualified stock options with all terms, including the exercise price, vesting and expiration dates thereof, identical to the replaced SARs. On April 14, 2005 the SEC announced the adoption of a new rule which amended the compliance date for FAS 123R. Accordingly, the previously reported SARs have been replaced with an equal number of non-qualified stock options.

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