SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ZECH RONALD H

(Last)

(First)

(Middle)

500 W. MONROE ST.

(Street)

CHICAGO

60661

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GATX CORP [ GMT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Retired Chairman

3. Date of Earliest Transaction (Month/Day/Year)
11/01/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock 401(k)								21,741.605	I	401(k) Plan
Common Stock	11/01/2005		F⁽¹⁾		2,679	D	$36.9	83,553.5989	D
Common Stock	11/01/2005		F⁽²⁾		9,611	D	$36.9	73,942.5989	D
Common Stock	11/01/2005		D⁽³⁾		16,433	D	$0	57,509.5989	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. 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.

2. 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.

3. 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).

	Lisa M. Ibarra, by Power of Attorney on behalf of Ronald H. Zech	11/02/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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