8-K

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 (Date of earliest event reported): August 31, 2006

GATX Corporation

(Exact name of registrant as specified in its charter)

New York
(State or other jurisdiction of
incorporation) 1-2328
(Commission File)
Number) 36-1124040
(IRS Employer
Identification No.)

500 West Monroe Street
Chicago, Illinois
(Address of principal executive offices) 60661-3676
(Zip Code)

Registrant’s telephone number, including area code (312) 621-6200

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the obligation of the registrant under any of the following provisions:

o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

     On August 31, 2006, GATX Corporation announced that it has signed definitive agreements for the sale of 22 wholly owned and partnered aircraft to AerCap Group (AerCap) and signed a letter of intent (LOI) to sell five additional partnered aircraft to AerCap. AerCap is a provider of aircraft and engine leasing, trading and asset management. The aircraft sales are expected to close over the next several months.

     A copy of the news release announcing this action is included as an exhibit to this report.

Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits

99.1 News Release dated August 31, 2006.

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 CORPORATION (Registrant)
 

/s/ Robert C. Lyons  

Robert C. Lyons

Vice-President, Chief
Financial Officer
(Duly Authorized Officer)

Date: August 31, 2006

EXHIBIT INDEX

Exhibit No.	Description	Method of Filing
99.1	News Release of GATX Corporation, dated August 31, 2006, announcing definitive agreements for the sale of aircraft to AerCap Group.	Filed Electronically

EX-99.1

NEWS RELEASE

FOR RELEASE: IMMEDIATE

GATX SIGNS AGREEMENTS FOR SALE OF 22 AIRCRAFT PREVIOUSLY TARGETED FOR SALE

     CHICAGO, August 31 - GATX Corporation (NYSE:GMT) today announced it has signed definitive agreements for the sale of 22 aircraft to AerCap Group, a provider of aircraft and engine leasing, trading and asset management. GATX also signed a letter of intent (LOI) to sell five additional aircraft to AerCap. Terms of the agreements were not disclosed. In total, the aircraft subject to the agreements and LOI with AerCap represent 27 of the 36 aircraft previously targeted for sale in December 2005. The aircraft are wholly owned (9) and owned in partnership (18) with other financial investors. The aircraft sales are expected to close over the next several months.

     Of the remaining nine aircraft previously targeted for sale, three have been sold or are under letter of intent with buyers. The Company anticipates that the balance will be sold later in 2006 or early 2007.

COMPANY DESCRIPTION

     GATX Corporation (NYSE:GMT) provides lease financing and related services to customers operating rail, air, marine and other targeted assets. GATX is a leader in leasing transportation assets and controls one of the largest railcar fleets in the world. Applying over a century of operating experience and strong market and asset expertise, GATX provides quality assets and services to customers worldwide. GATX has been headquartered in Chicago, IL since its founding in 1898 and has traded on the New York Stock Exchange since 1916. For more information, visit the Company’s website at www.gatx.com.

FOR FURTHER INFORMATION CONTACT:

Rhonda S. Johnson
Director, Investor Relations
GATX Corporation
312-621-6262
rhonda.johnson@gatx.com

Investor, corporate, financial, historical financial, photographic and news release information may be found at www.gatx.com.

(08/31/06)

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