GATX CORP — Director's Dealing 2008

Jul 24, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GATX CORP (GMT)
CIK: 0000040211
Period of Report: 2008-07-22

Reporting Person: Earl James F (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-07-22	Common Stock	M	3500	$39.7188	Acquired	20165.9819	Direct
2008-07-22	Common Stock	F	3195	$45.915	Disposed	16970.9819	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-07-22	1998 NQ Stock Option (Right to Buy)	$39.7188	M	3500	Disposed	2008-07-24	Common Stock (3500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock 401(k)	7132.275	Indirect

Footnotes

F1: 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.

F2: Mr. Earl paid the exercise price of his options by tendering 3,027 shares of GATX Corporation common stock which he had held for at least six months. Mr. Earl likewise satisfied a portion of his tax withholding obligations by having 168 shares of GATX common stock withheld upon the exercise of his options.