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): March 4, 2009

GATX Corporation

(Exact name of registrant as specified in its charter)

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

222 West Adams Street
Chicago, Illinois 60606
(Address of principal executive offices, including zip code)

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

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 March 4, 2009, the Board of Directors of GATX Corporation (the “Company”) amended the Company’s previously disclosed program to repurchase up to $200 million of common stock to permit such repurchases to be made in compliance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, or on a discretionary basis, in each case in accordance with applicable law. Approximately $76.5 million of common stock was repurchased under this program in the first quarter of 2008, leaving approximately $123.5 remaining under this share repurchase program. The Company intends to make purchases of its common stock under this program from time to time in open market or privately negotiated transactions. The timing and actual number of shares purchased will depend on a variety of factors such as price, corporate and regulatory requirements and other prevailing market conditions. This repurchase program, as well as any purchases thereunder, may be limited or terminated at any time without prior notice.

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 

Senior Vice President and
Chief Financial Officer
(Duly Authorized Officer) 

Date: March 5, 2009