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

                                    Form 10-Q/A


          AMENDMENT NO.1 TO QUARTERLY REPORT PURSUANT TO SECTION 13 OR
                  15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

     For the Quarter Ended                    Commission File Number
        June 30, 1998                                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







                                      



PART II.  OTHER INFORMATION
Item 1.   Legal Proceedings, as amended


The 4th  paragraph  of the Legal  Proceedings  section of the GATX  Capital 10-Q
filed on August  14,  1998,  should be deleted  and  replaced  by the  following
paragraph:

Consistent  with its ongoing  product  support,  Airlog has  developed a partial
weight  restoration  solution  that allows  operators  to utilize  the  Affected
Aircraft  subject  only to limited  constraints  prescribed  by the FAA.  Airlog
continues to pursue, with the apparent cooperation of each of the four operators
of the Affected Aircraft, including Evergreen, Tower, GECC and AIA, solutions to
the FAA's remaining  concerns raised in the Airworthiness  Directive.  While the
results of any litigation are impossible to predict with certainty,  the Company
believes  that each of the  foregoing  claims  is  without  merit,  and that the
Company and Airlog have adequate defenses thereto.













                                       1



Signature
- ---------
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 thereunto duly authorized.



                               GATX CAPITAL CORPORATION



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





August 24, 1998