Prospectus Supplement No. 3    Rule 424 (b)(2)
                                                               File No. 33-65053
                                                       Dated:     March 11, 1999


                                  $182,000,000
                            GATX CAPITAL CORPORATION
                           Medium Term Notes, Series E
                       With Maturities from Nine Months to
                        Fifteen Years from Date of Issue


Original Issue Date: March 15, 1999           Floating Rate Notes XX
Original Issue Price: 100                     Fixed Rate Notes    
Total Amount OID:   $50,000,000               Book Entry Notes    XX
Initial Accrual Period OID:                   Certificated Notes
Maturity Date: March 15, 2002                 CUSIP Number: 36144T CL9
Applicable Only to Fixed Rate Notes:
    Interest Rate:   
Applicable Only to Floating Rate Notes:
  Interest Rate Basis:
         Commercial Paper Rate:               Maximum Interest Rate:
         Federal Funds Rate:                  Minimum Interest Rate:
              Treasury Rate:                  Interest Reset Date(s): Same as 
                                                  payments
      XX LIBOR                                Interest Reset Period: Quarterly
  Interest Payment Date(s): 15th day of March, June, September, December

Initial Interest Rate:  5.40                  Interest Payment Period: Quarterly
Index Maturity:                               Calculation Date:Two business days
                                                  prior to payment
Spread (plus or minus)  +.40                  Calculation Agent: Chase Manhattan
                                                  Bank
Redemption at Option of Holder:   Yes       No XXX        Redemption Date: N/A
                                  
Redemption at Option of Company:  Yes       No XXX        Redemption Price: N/A
                                      

The Note may be redeemed at the option of the Holder on or after the  Redemption
Date and at the redemption prices indicated on this Pricing Supplement, in whole
or in part in increments of $1,000 (provided that any remaining principal amount
of this Note  shall be at least  $1,000),  together  with  interest  on the Note
payable to the  Redemption  Date, on notice given to the Trustee and the Company
at least 60 days prior to the Redemption Date. Capitalized terms used herein and
not otherwise  defined  herein shall have the meanings  ascribed  thereto in the
Prospectus.  The  preceding  description  of the  particular  terms of the Notes
offered hereby supplements,  and to the extent inconsistent  therewith replaces,
the  description  of the general terms and  provisions of the Notes set forth in
the Prospectus, to which description reference is hereby made.