[GATX LOGO]       GATX Corporation
                  500 West Monroe Street
                  Chicago, IL  60661

                                                                 ROBERT C. LYONS
                                                                Vice President &
                                                         Chief Financial Officer

                                                               Tel: 312.621.6633
                                                               Fax: 312.621.6644

January 12, 2007

VIA EXPRESS MAIL

Mr. Steven Jacobs
Office of the Chief Accountant
Division of Corporation Finance
U.S. Securities and Exchange Commission
Mail Stop 5546
100 F Street, N.E.
Washington, D.C. 20549-5546

RE:   GATX FINANCIAL CORPORATION
      FORM 10-K FOR THE YEAR-ENDED DECEMBER 31, 2005
      FILE NO. 001-08319

Dear Mr. Jacobs:

      We previously requested relief from amending our 2005 Form 10-K to include
the audited financial statements of two of our equity method investments,
GATX/CL Air Cooperative Association ("CL Air") and Pembroke Group Limited
("Pembroke"), in accordance with Rule 3-09 of Regulation S-X. Our initial waiver
request was denied. See copies of correspondence attached.

      We initiated the process of amending our filing to include the audited
financial statements for these investments; however, we have encountered a
number of obstacles in completing this process in a timely and efficient manner.
As a result, we are requesting that the Office of the Chief Accountant give
additional consideration to our request based on the following factors.

      Pembroke is domiciled in Ireland and as a result, the financial statements
prepared by management have been prepared in accordance with applicable Isle of
Man law and United Kingdom ("UK") Generally Accepted Accounting Principles
("GAAP"). In order for us to comply with Rule 3-09, we would be obligated to
convert these financial statements to United States ("US") GAAP or otherwise
provide a reconciliation from UK to US GAAP, modify disclosures to satisfy
Regulation S-X, and have them audited. Given that we no longer have any
ownership interest in Pembroke or any ongoing relationship with their management
team, imposing this request on Pembroke management will likely present a
challenge in completing this request in a timely manner. Likewise, CL Air's
financial statements would need to be modified to be Regulation S-X compliant
and re-audited. Additionally, while GATX Financial Corporation ("GFC")
previously managed the operations of CL Air, as a result of the sale of our Air
business, the individuals that handled these activities are no longer employed
by GFC.



Mr. Steven Jacobs
January 12, 2007
Page 2

      In addition to the audited financial statements, we would also need to
obtain consents from the independent auditors to permit us to include the
audited financial statements and their respective opinions in our amended
filing. In order to provide consent, the auditors would be obligated to perform
a number of post-report review procedures in the case of both CL Air and
Pembroke, which entails inquiries and analytical reviews of subsequent periods
to ensure they and management are not aware of any subsequent results that would
call into question their previous opinion. In addition, other procedures would
need to be completed including updates to legal letters, reviews of minutes of
Board of Directors meetings and related committees and updates to management
representation letters. Once again, this would likely require considerable time
to complete.

      Finally, we anticipate filing our 2006 Form 10-K on or before March 1,
2007. Additionally, we do not anticipate issuing debt or equity securities or
otherwise issuing or modifying any registration statements between now and then.
The 2006 Form 10-K will include current financial statements reflecting our Air
business as discontinued operations for all accounting periods presented and
update all of our disclosures.

      As we noted in prior correspondence, both CL Air and Pembroke were part of
our Air business that we sold in 2006. As a result, the operations of both CL
Air and Pembroke were reported as part of discontinued operations beginning with
our Form 10-Q filed for the period ended September 30, 2006. We completed the
sale of our interest in Pembroke in July 2006 and substantially all aircraft
have been sold from the CL Air entity prior to year end. We expect to close on
the sale of our remaining interest in CL Air on January 17th. We will have no
continuing interest in either of these investments.

      Based on the information presented above, we are requesting that the
Office of the Chief Accountant reconsider our request for relief from amending
our prior 2005 Form 10-K filing to include the audited financial statements of
CL Air and Pembroke. We recognize the importance of high quality financial
reporting in full compliance with all SEC regulations and guidelines and GFC is
committed to preparing its filings on that basis. However, under the present
circumstances, we don't believe excluding the audited financial statements of CL
Air and Pembroke from our 2005 filing has a meaningful impact on the information
and disclosures provided to the users of our financial statements. Additionally,
given the necessary steps to complete this process, including the participation
of the independent auditors for both entities and the current management of CL
Air and Pembroke, its uncertain whether we would be able to file an amended
annual report for 2005 prior to the expected filing date of our 2006 Form 10-K.

      We appreciate your additional consideration of this matter would be
pleased to discuss this issue in further detail, at your convenience. If you
have any questions or need additional information, please do not hesitate to
call Bill Muckian, Vice President and Controller, at (312) 621-6402 or me at
(312) 621-6633.

Sincerely,

RCL/mm
enclosure

cc: D.A. Golden
    W.M. Muckian
    Ms. Claire Erlanger, SEC Staff