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




                                Form 8-K
                             Current Report

                Pursuant to Section 13 or 15 (d) of the
                  Securities Exchange Act of 1934


   Date of Report:                           Commission File Number
   January 23, 1997                                 1-8319



                       GATX CAPITAL CORPORATION


    Incorporated in the                 IRS Employer Identification Number
     State of Delaware                              94-1661392

                        Four Embarcadero Center
                        San Francisco, CA  94111
                            (415) 955-3200




Item 5.   Other Events

         The Company recently learned that on December 18, 1996 General Electric
Capital Corporation and a subsidiary (collectively, "GECC") filed a Complaint in
the Superior  Court for the County of San Francisco  (Case No.  983351)  against
GATX/Airlog  Company,  a California  general  partnership  ("Airlog") of which a
Company  subsidiary is a partner,  and the Company,  among others. The Complaint
asserts   causes  of  action   for   breach  of   contract,   fraud,   negligent
misrepresentation   and  trespass  to  personal  property  arising  out  of  the
modification  of three B747 aircraft from passenger to freighter  configuration.
These  aircraft  are among a group of ten  aircraft  affected by the issuance of
Airworthiness   Directive   96-01-03   (the  "AD")  by  the   Federal   Aviation
Administration  (the "FAA") in January  1996.  The effect of the AD is to reduce
significantly  the amount of  freight  the  affected  aircraft  may  carry.  The
Complaint  seeks  direct and  consequential  damages  which it alleges may be in
excess of $50 to $75 million,  a  declaration  requiring  defendants to promptly
repair  the  aircraft  and  punitive  damages.  To the  best  of  the  Company's
knowledge, no Summons has been served on any of the Defendants in this action.

           The three  aircraft  were  modified by  subcontractors  of  Airlog in
1991 with GECC's  knowledge  and consent  pursuant to contracts  between  Airlog
and GECC.  These  aircraft are part of a group of ten aircraft that are  subject
to the AD and were modified by  subcontractors  of Airlog  pursuant to a  design
approved  by  the FAA.  The three  aircraft were flown for more than  four years
prior to the issuance of the AD.

         The Company previously disclosed that Evergreen International Airlines,
Inc. made a claim on the Company with respect to three other aircraft of the ten
affected  by the AD. The Company  responded  to that claim by bringing an action
for  a  Declaratory  Judgment  that  neither  Airlog  nor the  Company  has any 
liability to Evergreen as a result of the issuance of the AD. The remaining four
affected aircraft are owned by three other entities.

         Consistent  with its  ongoing  product  support,  Airlog  continues  to
pursue,  with  the  apparent  cooperation  of the  operators  of  the  aircraft,
including GECC and Evergreen, solutions to the FAA's concerns raised in the AD.

         While the results of any  litigation  are  impossible  to predict  with
certainty,  the Company  believes  that GECC's claims are without merit and that
the Company and Airlog have adequate defenses thereto.




Signatures

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                            GATX CAPITAL CORPORATION



                              /s/ Michael E. Cromar
                             ----------------------
                                Michael E. Cromar
                               Vice President and
                             Chief Financial Officer









January 23, 1997