ITEM 1.01 Entry Into A Material Definitive Agreement
GATX Corporation ("GATX") entered into an Underwriting Agreement (the "Underwriting Agreement"), with Banc of America Securities LLC and Citigroup Global Markets, as representatives of the several underwriters listed therein (collectively, the "Underwriters"), dated April 27, 2009, pursuant to which GATX agreed to sell and the Underwriters agreed to purchase, subject to and upon terms and conditions set forth therein, $300 million in aggregate principal amount of 8.750% Senior Notes due 2014 (the "Notes"), as described in the prospectus supplement dated April 27, 2009 filed pursuant to GATX's shelf registration statement on Form S-3, Registration No. 333-130214 (the "Registration Statement").
The Notes will be issued under the Indenture dated as of February 6, 2008 between GATX and U.S. Bank National Association as trustee, and an officers' certificate providing for the issuance of the Notes. The Underwriters are expected to deliver the Notes against payment on April 30, 2009.
A copy of the underwriting agreement and other documents relating to this transaction are attached as exhibits to this Current Report on Form 8-K and are incorporated herein by reference.
ITEM 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant See Item 1.01

ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits.
1.1 Underwriting Agreement, dated April 27, 2009, between GATX, Banc of America Securities LLC and Citigroup Global Markets Inc., as representatives of the several underwriters named therein.

5.1 Opinion of Mayer Brown LLP as to the validity of the securities being offered.

23.1 Consent of Mayer Brown LLP (contained in Exhibit 5.1 hereto).

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