SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )

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XTRA CORPORATION
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(Name of Registrant as Specified In Its Charter)

XTRA CORPORATION
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XTRA CORPORATION
60 STATE STREET
BOSTON, MASSACHUSETTS 02109

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
JANUARY 25, 1996

To the Stockholders:

The 1996 Annual Meeting of Stockholders of XTRA Corporation will be held at
the offices of Ropes & Gray, One International Place, 36th Floor, Boston,
Massachusetts, on Thursday, January 25, 1996, at 10:00 A.M. for the following
purposes:

1. To elect a Board of Directors for the ensuing year.

2. To approve an amendment to the Company's 1987 Stock Incentive Plan to
increase from 100,000 to 200,000 the number of shares for which options
may be granted to any individual in any calendar year pursuant to
awards granted under the Plan.

3. To transact such other business as may properly come before the meeting
and any adjournments thereof.

The Board of Directors has fixed the close of business on December 1, 1995,
as the record date for the determination of the stockholders entitled to
notice of, and to vote at, the meeting and any adjournments thereof.

Whether or not you expect to attend the meeting in person, we urge you to
sign and date the enclosed proxy and return it promptly in the envelope
provided.

By order of the Board of Directors

JAMES R. LAJOIE, Secretary

December 22, 1995

XTRA CORPORATION
60 STATE STREET
BOSTON, MASSACHUSETTS 02109

PROXY STATEMENT

This proxy statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors for use at the 1996 Annual Meeting
of Stockholders of XTRA Corporation, a Delaware corporation (the "Company"),
on Thursday, January 25, 1996, and at any adjournments thereof. You can ensure
that your shares are voted by signing and returning the enclosed proxy in the
envelope provided. Sending in a signed proxy will not affect your right to
attend the meeting and vote in person. You may revoke your proxy at any time
before it is voted by a written revocation received by the Secretary, by a
subsequently dated proxy or by oral revocation delivered in person to the
Secretary at the meeting. This proxy statement and the enclosed proxy will be
mailed to stockholders commencing on or about December 22, 1995.

ELECTION OF DIRECTORS

The Company's By-Laws provide for no fewer than five directors and no more
than twelve, as determined by the directors. The Board of Directors has fixed
the number of directors for the ensuing year at eight. The Board of Directors
recommends that each of the nominees for director, all of whom are now serving
as directors of the Company and are described below, be reelected as a
director of the Company. Each director to be elected will serve until the next
Annual Meeting of Stockholders and until his successor is duly elected and
qualified. The accompanying proxy will be voted for the election of the
following nominees unless authority to vote is withheld by marking the box
entitled "WITHHELD" on the enclosed proxy. Authority to vote for any
individual nominee may be withheld by writing the name of the nominee in the
space provided on the enclosed proxy. If any nominee is unable to serve, which
is not anticipated, or should any vacancy arise for whatever reason, the
persons named as proxies intend to act with respect to the filling of that
office by voting the shares to which the proxy relates for the election of
such other person or persons as may be designated by the Board of Directors
or, in the absence of such designation, in such other manner as they may in
their discretion determine. Alternatively, in any such situation, the Board of
Directors may take action to fix the number of directors for the ensuing year
at the number of nominees named herein who are then able to serve. Proxies
will then be voted for the election of such nominees, except to the extent the
authority to so vote is withheld. John J. Lee, a Director since 1990, has
determined not to stand for reelection. The Company thanks Mr. Lee for his
years of dedicated service.

INFORMATION WITH RESPECT TO DIRECTOR NOMINEES

GILBERT BUTLER Director since 1993

Butler Capital Corporation
767 Fifth Avenue
New York, NY 10153

Since 1981, Mr. Butler, age 58, has been President of Butler Capital
Corporation, a private investment firm providing management advisory services.
Mr. Butler is a Director of Central Tractor Farm & Country, Inc.

Member of Executive Committee.

J. RUSSELL DUNCAN Director since 1990

Milastar Corporation
9 Via Parigi
Palm Beach, FL 33480

Since 1979, Mr. Duncan, age 78, has been Chairman of the Board and, through
1993, President of Milastar Corporation, a company engaged in the businesses
of metal processing and holding cash and cash equivalents for investment, and
since 1989, Chairman of the Board of Sound Techniques, Inc., a company engaged
in audio and video production. From 1962 until 1989, Mr. Duncan served as
Chairman of the Board and Chief Executive Officer of Steego Corporation, a
diversified manufacturing and services corporation.

Chairman of Compensation Committee and member of Audit Committee.

ROBERT M. GINTEL Director since 1990

Gintel & Co.
6 Greenwich Office Park
Greenwich, CT 06831

Since 1990, Mr. Gintel, age 67, has been Vice Chairman of the Board of
Directors of the Company. He is Senior Partner of Gintel & Co. Limited
Partnership, a securities broker/dealer firm and member organization of the
New York Stock Exchange, Inc., Chairman of the Board and Chief Executive
Officer of Gintel Equity Management, Inc., a registered investment advisor,
and Chairman of the Board and Chief Executive Officer for two mutual funds,
the Gintel Fund and the Gintel ERISA Fund. Mr. Gintel has held such positions
for more than the past five years. Mr. Gintel has also been Director and
Chairman of the Board of Oneita Industries, Inc., a textile and apparel
company since October 1993 and a Director of Amtech Corporation, a radio
frequency electronics company since February 1995.

Chairman of Nominating Committee and member of Executive Committee.

ROBERT B. GOERGEN Director since 1990

The Ropart Group
Two Greenwich Plaza Greenwich, CT 06830

Since 1990, Mr. Goergen, age 57, has been Chairman of the Board of Directors
of the Company. Since 1976, he has been Chairman of the Board and Chief
Executive Officer of Blyth Industries, Inc.,

a manufacturer and importer of candles and home decorating accessories. Since
1979, Mr. Goergen has been the general partner or president of various Ropart
entities whose business is investing in securities for their own account. Mr.
Goergen is a Director of Bank of America Illinois, a subsidiary of Bank of
America. He is also Chairman of the Board of Trustees of the University of
Rochester.

Member of Executive and Compensation Committees.

HERBERT C. KNORTZ Director since 1990

14 Manor Road
Ridgefield, CT 06877

From 1973 through 1991, Mr. Knortz, age 74, was a Trustee of Corporate
Property Investors, a real estate investment trust. Mr. Knortz also served in
various executive capacities with ITT Corporation, a diversified international
manufacturing and services corporation, from 1961 until his retirement as
Executive Vice President and Director in 1986. He is a former Director of
Sheraton Corporation and Hartford Insurance Group. From 1985 to 1986, Mr.
Knortz was President and Chief Executive Officer of the National Association
of Accountants, and from 1986 to 1987, its Chairman.

Chairman of Audit Committee and member of Nominating Committee.

FRANCIS J. PALAMARA Director since 1990

3110 E. Maryland Avenue
Phoenix, AZ 85016

Since 1988, Mr. Palamara, age 70, has been a business consultant. From 1981
to 1988, he was Executive Vice President, Finance of ARA Services, Inc., a
food services corporation, and until 1992, a member of its Board of Directors.
From 1972 to 1978, Mr. Palamara served as Executive Vice President and Chief
Operating Officer of the New York Stock Exchange, Inc. and from 1978 to 1981,
Executive Vice President and Director of Pittston Company. Mr. Palamara serves
as a Director of the Gintel Fund, the Gintel ERISA Fund, the Glenmede Fund and
Central Tractor Farm & Country, Inc.

Member of Audit and Nominating Committees.

LEWIS RUBIN Director since 1990

XTRA Corporation
60 State Street
Boston, MA 02109

Since 1990, Mr. Rubin, age 57, has been Chief Executive Officer and
President of the Company. From 1988 to 1990, he was a consultant with Lewis
Rubin Associates, a consulting firm advising the transportation equipment
industry. From 1984 to 1988, Mr. Rubin served as President and Chief Executive
Officer of Gelco CTI Container Services, a subsidiary of Gelco Corporation, a
diversified international management services corporation, and as an Executive
Vice President of Gelco Corporation. From 1981 to 1983, Mr. Rubin was also
President and Chief Executive Officer of Flexi-Van Corporation, a company
engaged in the leasing of intermodal transportation equipment. Mr. Rubin is a
Director of Oneita Industries, Inc.

Member of Executive Committee.

MARTIN L. SOLOMON Director since 1990

P.O. Box 68
Coconut Grove, FL 33233

Since 1990, Mr. Solomon, age 59, has been a self-employed investor. From
1988 to 1990, he was a Managing Director and general partner of Value Equity
Management I, L.P., the general partner of Value Equity Associates I, L.P., an
investment partnership. From 1985 to 1987, Mr. Solomon was an investment
analyst and portfolio manager with Steinhardt Partners, an investment
partnership. Since 1985, Mr. Solomon has been a Director, Vice Chairman of the
Board and Secretary of Great Dane Holdings, Inc., which is engaged in the
manufacture of transportation equipment, automobile stamping, the leasing of
taxis and insurance. Since August 1995, Mr. Solomon has been a Director of DLB
Oil & Gas, Inc., a company engaged in oil exploration and production.

Member of Audit and Compensation Committees.

COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors of the Company has established the following
committees to assist it in the discharge of its responsibilities.

The Audit Committee, none of whose members is an employee of the Company,
annually recommends to the Board of Directors the appointment of a firm of
independent auditors to audit the financial statements of the Company. In
addition, the Committee meets with such independent auditors, the Company's
internal auditor, the Chief Executive Officer and the principal financial,
accounting and legal personnel of the Company to review the scope and results
of the annual audit, the amount of audit fees, the Company's internal
accounting controls, the Company's financial statements contained in the
Company's Annual Report to Stockholders and other related matters. Messrs.
Knortz (Chairman), Duncan, Palamara and Solomon currently serve as members.
The Audit Committee held 4 meetings in fiscal year 1995.

The Compensation Committee is charged with the duty of review and subsequent
recommendation to the Board on matters concerning the individual compensation
of the most highly paid employees of the Company and administers certain
employee benefit plans. Messrs. Duncan (Chairman), Goergen, Lee, and Solomon
currently serve as members. The Compensation Committee held 3 meetings during
fiscal year 1995.

The Board of Directors has an Executive Committee, which has authority to
act for the full Board of Directors on most matters during intervals between
meetings of the Board of Directors. Messrs. Lee (Chairman), Butler, Gintel,
Goergen and Rubin currently serve as members. The Executive Committee held 3
meetings in fiscal year 1995.

The Board of Directors also has a Nominating Committee, which did not meet
during fiscal 1995. The Nominating Committee has authority to recommend
potential Board members and the reelection or nonreelection of directors at
the expiration of their respective terms, to present annually a slate of
officers for the Board and to make additional nominations as vacancies occur,
and to recommend appointments to standing Committees. The Nominating Committee
will consider recommendations for director nominees submitted by stockholders
by timely written notice received by the Secretary of the

Company in advance of the applicable stockholder meeting. See "Stockholder
Proposals and Director Nominations" below. Messrs. Gintel (Chairman), Palamara
and Knortz currently serve as members.

The full Board held 6 meetings during fiscal year 1995.

STOCK OWNERSHIP BY DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth the number of shares of the Company's Common
Stock, $.50 par value, beneficially owned by each current director, director
nominee, by each of the executive officers named in the Compensation Tables,
and by all directors and executive officers as a group on November 16, 1995.

AMOUNT AND NATURE OF PERCENT
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(A) OF CLASS(A)
- - ------------------------ ----------------------- -----------

Gilbert Butler 35,453(b) *
J. Russell Duncan 9,300 *
William H. Franz 60,000 *
Robert M. Gintel 30,300 *
Robert B. Goergen 66,352(c) *
Herbert C. Knortz 7,300 *
James R. Lajoie 52,032 *
John J. Lee 30,450(d) *
Francis J. Palamara 7,300 *
Lewis Rubin 202,722 1.2%
Michael J. Soja 84,284 *
Martin L. Solomon 37,202 *
Charles D. Willmott 61,000 *
All Directors and Executive Officers as a
group, including those named above (18
persons) (e) 780,595 4.78%

- - --------
* Less than 1%.

(a) For purposes of determining beneficial ownership of the Company's Common
Stock, $.50 par value, options exercisable within 60 days have been
included as follows: Mr. Butler - 500, Mr. Duncan - 5,300, Mr. Franz -
60,000, Mr. Gintel - 5,300, Mr. Goergen - 1,300, Mr. Knortz - 5,300, Mr.
Lajoie - 49,032, Mr. Lee - 7,400, Mr. Palamara - 5,300, Mr. Rubin -
170,000, Mr. Soja - 60,000, Mr. Solomon - 7,202, Mr. Willmott - 60,000,
all directors and executive officers - 533,534. Nature of beneficial
ownership is direct and arises from sole voting and investment power,
unless otherwise noted by footnote.
(b) Mr. Gilbert Butler, Director, failed to file on a timely basis under the
Securities Exchange Act of 1934, a Statement of Changes in Beneficial
Ownership on Form 4 covering one transaction.
(c) Includes 2,824 shares of Common Stock owned by Mr. Goergen's wife, 1,600
shares held in accounts for the benefit of Mr. Goergen's adult sons and
700 shares held in trust for the benefit of Mr. Goergen's mother. Mr.
Goergen disclaims beneficial ownership of such shares.
(d) Includes 10,000 shares owned by an individual retirement trust account of
which Mr. Lee is the beneficiary.
(e) Mr. Frederick M. Gutterson, who became, Vice President, International
during 1995, failed to file on a timely basis under the Securities
Exchange Act of 1934, an Initial Statement of Beneficial Ownership on
Form 3 upon his becoming an executive officer of the Company.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

THE COMPENSATION COMMITTEE

The Compensation Committee of the Board of Directors is responsible for the
administration of the Company's executive compensation program. The Committee
is made up of four Directors who are not employees of the Company. It is
responsible for setting the compensation levels of the Company's Chief
Executive Officer and other senior executives, including the executives named
in the Summary Compensation Table. The Committee is also responsible for the
administration of certain compensation and benefit plans. The Committee met
three times during the year ended September 30, 1995.

COMPENSATION PHILOSOPHY

The Committee believes that the Company's executive compensation program
should attract and retain talented executives. The Committee provides its
executives with the opportunity to earn significant compensation if the
Company and the individual meets or exceeds challenging performance goals.
This strategy has helped the Company attract, retain and motivate high quality
executives who have developed and implemented a successful business strategy
which has increased earnings per share from $1.00 in fiscal 1991 to $3.39 in
fiscal 1995, an increase of 239%. The Committee believes that increasing
stockholder value is one of the key measures of management performance. During
the four-year period ending September 30, 1995, the total return to the
Company's stockholders, assuming reinvestment of dividends, has been 256%.
This compares to returns of 69% for the S&P 500 Index and 75% for the Dow
Jones Transportation Index for the same period.

The Committee periodically reviews a number of independent compensation
surveys as guidelines to determine competitive pay practices. The survey data
is reviewed directly and is also summarized by independent compensation
consultants. Generally, the survey data used is for transportation related
companies of similar size to the Company and based in the United States.
However, since the Company's competition for executive talent is not limited
to the transportation industry, compensation data for other companies of
similar size is also considered. The survey data used to assess the Company's
executive compensation includes some companies that are part of the Dow Jones
Transportation Index as well as other transportation and non-transportation
companies.

Section 162(m) of the Internal Revenue Code of 1986 limits to $1 million the
deduction a public company may claim in any year for compensation to the chief
executive officer and the four other most highly compensated executive
officers unless the compensation is performance based. The Committee believes
that it will not be denied any tax deductions during fiscal 1996 as a result
of Section 162(m). While the Committee expects that action will be taken to
qualify most compensation approaches to ensure deductibility, tax
considerations do not automatically cause the Committee to modify its
executive compensation program.

The Committee believes that the total compensation provided to the Company's
executives is both prudent and competitive. Also, the Committee believes that
the program has helped to successfully focus XTRA's executive team on
increasing Company performance and stockholder value.

BASE SALARIES

Base salaries are determined at the discretion of the Committee based on a
review of competitive market pay practices, performance evaluations and
expected future individual contributions. The

Committee uses the median of the range of base salaries from these surveys to
target the Company's base salary levels. However, it also considers an
individual's unique position, responsibilities and performance in setting
salary levels. In reviewing individual performances, the Committee considers
the views of the Chief Executive Officer, Mr. Lewis Rubin, with respect to
other executive officers.

During fiscal 1995, the Committee increased the base salary levels of senior
executives, other than the CEO, on average 11%. This percentage increase is
greater than recent years because the Committee took into consideration the
exceptional corporate performance during fiscal 1994, and made market
adjustments to the base salary levels of its divisional executives. In
addition, the Committee considered, but did not formally weigh, inflation,
employee performance and competitive conditions.

ANNUAL INCENTIVES

Annual incentives are paid primarily through the Company's Annual Incentive
Plan and are determined by establishing target incentive awards based on a
percentage of base salary. Awards are based on weighted corporate performance,
divisional performance, regional performance and individual performance.
Corporate and divisional performance are based on return on average capital
employed performance against budgeted operating plans and return on average
capital employed performance against a fixed standard. Return on average
capital employed is defined as earnings before interest and taxes, divided by
average capital employed (total assets minus short-term non-interest bearing
liabilities). Return on average capital employed is adjusted for the purposes
of this Plan such that changes in accounting methodology, changes in
depreciation policy, gains or losses from significant dispositions of
equipment and unusual or extraordinary items will neither increase or decrease
the size of the incentives, subject to Committee determination. Individual
performance is determined by the CEO and the Committee.

Awards for corporate executives, other than the CEO, are determined based on
Company performance (weighted 75%) and performance against individual
objectives (weighted 25%). The annual awards for divisional presidents are
determined based on Company performance (weighted 25%), division performance
(weighted 50%) and performance against individual objectives (weighted 25%).
Annual awards for other divisional staff are determined based on division
performance (weighted 75%), or regional performance in the case of certain
regional vice presidents (weighted 75%) and individual performance (weighted
25%). The Committee sets the annual award for the CEO directly based on
Company performance (weighted 100%) and its discretionary evaluation of the
CEO's individual performance. It also reviews, modifies where it deems
necessary, and approves the annual incentive awards for other executives.

Annual incentive target awards for the CEO and the other executives named in
the Summary Compensation Table range from 20% to 60% of salary. Actual awards
may be up to 1.5 times the target awards (no specific maximum in the case of
the CEO). The Committee approved awards for the named corporate executives,
other than the CEO, that were approximately 108% of the targeted award levels.
The annual incentive for the CEO is discussed under the CEO Compensation
section.

LONG-TERM INCENTIVES

From time to time, the Committee has granted stock options to the Company's
executives in order to align their interests with the interests of
stockholders. Since stock options are granted at market price, the value of
the stock options is wholly dependent on an increase in the price of the
Company's Common Stock. Stock options are considered good long-term incentives
by the Committee because

an executive is rewarded only if the value of the Company's Common Stock
increases, thus increasing stockholder value. In determining grants of options
for executives, the Committee has reviewed competitive data of long-term
incentive practices at other transportation related companies and companies of
similar size to the Company but in other industries. The Committee has also
taken into account the level of past stock compensation grants and the value
of those grants in determining awards for the Company's executives.

On January 26, 1995, the Committee recommended the grant of options covering
350,000 shares of the Company's Common Stock to certain key members of senior
management, which included a grant to Mr. Rubin of 80,000 shares. Such grants
were made in order to retain the services of such key members, and to ensure
that the interests of such key members were aligned with those of
stockholders, in light of the public announcement in early January 1995 by the
Company's largest stockholder recommending the sale of the Company.

CEO COMPENSATION

The Committee increased Mr. Rubin's base salary to $500,000, which became
effective as of September 1, 1995.

The Committee awarded an annual incentive award that was 93% of Mr. Rubin's
target annual incentive, based on the Committee's discretionary evaluation of
Mr. Rubin's individual performance. In evaluating the CEO's individual
performance, the Committee considered, but did not formally weigh, the
financial progress that the Company has made since Mr. Rubin became CEO as
measured by return on average capital employed and earnings per share as well
as the factors described above under "Compensation Philosophy".

In fiscal 1995, the Committee awarded Mr. Rubin two stock option grants of
60,000 and 80,000 shares, respectively. As discussed above, the option grants
were determined by the Committee after considering competitive option grant
practices as well as Mr. Rubin's individual performance and previous stock
compensation awards. The award of 80,000 shares to Mr. Rubin is subject to
stockholder approval of the proposed amendment to the Company's 1987 Stock
Incentive Plan at the 1996 Annual Meeting (see discussion of proposed
amendment set forth in Proposal 2 herein).

J. Russell Duncan,
Chairman
Robert B. Goergen
John J. Lee
Martin L. Solomon

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During a portion of fiscal year 1995, Mr. Rubin served as a Director of
Hexcel Corporation. Mr. Lee, a Director of the Company and a member of the
Compensation Committee, also served as Chairman of the Board and Chief
Executive Officer of Hexcel Corporation. On February 6, 1995, Mr. Rubin
resigned from the Board of Directors of Hexcel Corporation.

EXECUTIVE COMPENSATION TABLES

SUMMARY COMPENSATION TABLE

The following information is given regarding compensation earned by the
Chief Executive Officer and the four other most highly compensated executive
officers of the Company with respect to the 1995, 1994 and 1993 fiscal years,
in accordance with transitional provisions applicable to the revised rules on
executive compensation disclosure adopted by the Securities and Exchange
Commission (the "Commission").

LONG-TERM
COMPENSATION
ANNUAL COMPENSATION ------------
-------------------------------------- SECURITIES
NAME AND OTHER ANNUAL UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1) OPTIONS COMPENSATION(2)
------------------ ---- -------- -------- --------------- ------------ ---------------

Lewis Rubin 1995 $408,333 $222,793 -- 140,000 $13,605
President and Chief 1994 400,000 290,000 -- 15,000 19,972
Executive Officer 1993 350,000 229,125 -- 15,000 21,693
Michael J. Soja 1995 205,250 86,954 -- 50,000 13,762
Vice President and 1994 197,500 79,622 $42,479 5,000 18,479
Chief Financial Officer 1993 187,000 64,305 90,192 5,000 17,718
William Franz 1995 198,750 96,278 -- 50,000 13,568
President, XTRA 1994 155,000 84,376 -- 5,000 14,524
Lease 1993 -- -- -- -- --
Charles D. Willmott 1995 197,500 74,049 -- 50,000 13,530
Vice President, 1994 187,500 88,189 -- 5,000 17,471
Marketing and Planning 1993 180,000 72,214 -- 5,000 16,989
James R. Lajoie 1995 173,250 38,276 -- 40,000 12,803
Vice President, General 1994 165,500 44,481 42,479 3,500 15,501
Counsel and Secretary 1993 158,000 36,222 90,192 3,200 14,970

- - --------
(1) Other Annual Compensation represents a cash payment equal to the amount
of income tax with respect to restricted stock that vested during the
fiscal year plus the income tax liability relating to such additional
cash payments.
(2) The amounts shown for each named officer for fiscal 1995 include matching
Company contributions under the Company's 401(k) plan and the Company's
contribution under the defined contribution plan, as follows: Mr. Rubin;
$6,000 and $7,605; Mr. Soja: $6,158 and $7,605; Mr. Lajoie: $5,198 and
$7,605; Mr. Willmott: $5,925 and $7,605; and Mr. Franz: $5,963 and
$7,605. The amounts shown for each named officer for fiscal 1993
represent the Company's contribution under the defined contribution plan.

Agreements with Mr. Rubin. The Company has entered into an Employment and
Stock Option Agreement with Mr. Rubin dated as of July 12, 1990, as amended,
providing for the employment of Mr. Rubin as the President and Chief Executive
Officer of the Company for a term commencing on the date of the Agreement and
continuing for such period of time as the Board of Directors may determine in
its sole discretion. The agreement provides for an annual base salary,
effective as of September 1, 1995, of $500,000, certain bonus compensation as
determined by the Board and such fringe benefits as are from time to time
generally provided by the Company to its senior executives. Mr. Rubin is
entitled to receive his full base salary through August 31, 1996 if his
employment with the Company is terminated for any reason.

On July 1, 1994, the Company entered into an Individual Pension Agreement
with Mr. Rubin pursuant to which the Company will pay Mr. Rubin an annual life
benefit of $100,000 if he continues to serve as Chief Executive Officer of the
Company until age 65. In the event of a Change of Control, the Company has
agreed to pay Mr. Rubin a lump sum payment equal to the present value of such
annual benefit in the event his employment with the Company is terminated
within the two year period following the date of the Change of Control. A
Change of Control under the agreement generally includes the following events:
(i) a person or group becomes the beneficial owner of more than 40% of the
voting power of the Company's securities, (ii) a change of control required to
be reported under certain provisions of the Securities Exchange Act of 1934,
(iii) a consolidation, merger or other reorganization (other than (a) in which
the voting power immediately before continues to represent more than 50% of
the voting power thereafter, or (b) in which no person or group would acquire
more than 20% of the voting power), a sale of all or substantially all assets
or a plan of liquidation, and (iv) continuing directors cease to be a majority
of the Board of Directors. In the event Mr. Rubin dies while serving as Chief
Executive Officer or after he becomes entitled to benefits under the
agreement, his surviving spouse, if any, would be entitled to certain survivor
benefits. Mr. Rubin would forfeit all benefits in the event he joins the board
of directors or becomes an executive officer of a competitor of the Company
within two years after the date of termination of his employment with the
Company, other than termination following a Change of Control.

OPTION/SAR GRANTS TABLE

The table below includes for the individuals named in the Summary
Compensation Table certain information concerning individual grants of stock
options made during fiscal 1995.

OPTION GRANTS IN LAST FISCAL YEAR
----------------------------------------------------
GRANT DATE
INDIVIDUAL GRANTS VALUE
---------------------------------------------------- ----------------
% OF
NUMBER OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO EXERCISE
OPTIONS EMPLOYEES IN OR BASE EXPIRATION GRANT DATE
NAME GRANTED FISCAL YEAR PRICE($/SH) DATE PRESENT VALUE(3)
---- ---------- ------------ ----------- ---------------- ----------------

Lewis
Rubin 80,000(1) 16.2% $50.625 January 26, 2000 $1,281,440
60,000(2) 12.1 48.625 May 2, 2000 918,180
Michael
J. Soja 50,000(1) 10.1 50.625 January 26, 2000 800,900
James R.
Lajoie 40,000(1) 8.1 50.625 January 26, 2000 640,720
Charles
D.
Willmott 50,000(1) 10.1 50.625 January 26, 2000 800,900
William
H.
Franz 50,000(1) 10.1 50.625 January 26, 2000 800,900

- - --------
(1) These options were granted on January 26, 1995 and have a term of 5 years.
On May 10, 1995, all of the shares subject to each option vested and became
immediately exercisable when Tiger Management acquired more than 30% of the
outstanding shares of the Company's Common Stock constituting a "Change of
Control" under the Company's 1987 Stock Incentive Plan. The exercise price
of each option is equal to the fair market value of the underlying Common
Stock on the date of grant, as determined by the closing price of the
Common Stock on January 26, 1995 of $50.625 per share.

(2) This option was granted on May 2, 1995 and is subject to stockholder
approval of the proposed amendment to the Company's 1987 Stock Incentive
Plan at the 1996 Annual Meeting (see discussion of proposed amendment set
forth in Proposal 2 herein). The term of this option is 5 years. On May
10, 1995, all of the shares subject to the option vested and became
immediately exercisable when Tiger Management acquired more than 30% of
the shares of the Company's Common Stock constituting a "Change of
Control" under the Company's 1987 Stock Incentive Plan. The exercise price
of the option is equal to the fair market value of the underlying Common
Stock on May 2, 1995 of $48.625.
(3) This is a hypothetical valuation as of the grant date using a modified
Black-Scholes valuation formula pursuant to Securities and Exchange
Commission regulations and does not reflect the actual value of the option
awards at any given time. The Black-Scholes model assumed (a) an option term
of five years, (b) a risk-free interest rate of 5.7% (the yield on five-year
U.S. Treasury securities), (c) a standard deviation of stock-return of
27.69%, and (d) a dividend yield of 1.4%. The standard deviation of stock
return represents a statistical measure intended to reflect the anticipated
fluctuation of price movements of the Company's Common Stock over the life
of the option.

AGGREGATE OPTION/SAR EXERCISES AND
FISCAL YEAR END OPTION/SAR VALUE TABLE

The table below includes for the individuals named in the Summary
Compensation Table certain information concerning each exercise of stock
options during fiscal 1995 and the fiscal year-end value of unexercised
options.

AGGREGATE OPTION EXERCISES AND
FISCAL YEAR END OPTION VALUE TABLE

VALUE OF
NUMBER OF SECURITIES UNDERLYING
SECURITIES UNDERLYING UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS AT
SHARES AT FISCAL YEAR END(#) FISCAL YEAR END($)(1)
ACQUIRED VALUE ------------------------- -------------------------
NAME ON EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- -------------- ----------- ----------- ------------- ----------- -------------

Lewis Rubin 50,000 1,877,375 170,000 -- 110,500 --
Michael J. Soja 5,000 189,050 60,000 -- 36,850 --
James R. Lajoie -- -- 49,032 -- 99,794 --
Charles D. Willmott -- -- 60,000 -- 36,850 --
William H. Franz -- -- 60,000 -- 36,850 --

- - --------
(1) Based on share price of $43.50, which was the closing price for a share
of the Company's Common Stock on November 16, 1995.

STOCK PERFORMANCE GRAPH

The graph below compares cumulative total shareholder returns for the
Company for the preceding five fiscal years with the S&P 500 Stock Index and
the Dow Jones Transportation Index. The graph assumes the investment of $100
at the commencement of the measurement period with dividends reinvested.

XTRA CORPORATION
COMPARISON OF CUMULATIVE TOTAL RETURN
FISCAL YEAR ENDING SEPTEMBER 30, 1995

(ART)

XTR

CUMULATIVE TOTAL RETURN
-------------------------------------

Xtra Corp XTR 100 163 281 612 662 581
S & P 500 I500 100 131 146 165 171 221
DJ TRANSPORTATION IDJT 100 144 157 203 189 252

COMPENSATION OF DIRECTORS

The Company pays its directors, other than the Chairman and Vice Chairman of
the Board, a monthly retainer of $1,375. The Chairman and Vice Chairman of the
Board are paid monthly retainers

of $5,000 and $1,667, respectively. All directors are paid a fee of $1,000 for
each meeting of the Board of Directors attended in person or by telephone. In
addition, Committee chairmen and members receive $1,000 for each Committee
meeting attended. A monthly retainer of $250 is also paid to Committee
chairmen. Mr. Rubin, as an officer, does not receive fees for attendance at
Committee meetings. Directors may elect to defer part or all of their
director's fees pursuant to the Company's directors' deferred compensation
plan.

Deferred Director Fee Option Plan--The Company's Deferred Director Fee
Option Plan (the "1993 Plan") permits non-employee directors to choose between
receiving their fees from the Company in the form of cash or non-qualified
stock options. The option exercise price is 50% of the fair market value of
the shares at the time the options are awarded and the amount of shares is
determined by dividing the directors' fees by the exercise price. Mr. Lee and
Mr. Solomon have elected to participate in the 1993 Plan. At November 16,
1995, there were outstanding options to purchase 1,484 shares of common stock
at an option price of $24.25, 1,096 shares of common stock at an option price
of $22.81, and 1,422 shares of common stock at an option price of $25.31. On
May 10, 1995, all of the shares subject to each option under the 1993 Plan
vested and became immediately exercisable when Tiger Management acquired more
than 30% of the shares of the Company's Common Stock constituting a "Change of
Control" under the 1993 Plan.

Stock Option Plan for Directors--The Company has established the 1991 Stock
Option Plan for Non-Employee Directors (the "Plan"), pursuant to which each of
the then current directors who was not an employee of the Company (each an
"Eligible Director") was awarded options to purchase 4,000 shares of Common
Stock upon adoption of the Plan. Following the initial grant, each person who
is an Eligible Director on the day immediately succeeding the day of each
annual meeting of stockholders of the Company will receive options covering
500 shares (subject to the maximum number of shares available under the Plan)
of Common Stock on such date. The exercise price of each option is 100% of
fair market value (as defined in the Plan) on the date of award. At November
16, 1995, there were outstanding options to purchase 37,600 shares of common
stock under the Plan at an average option exercise price of $21.67. The
exercise price of the options for 500 shares awarded to each such director
following the 1995 Annual Meeting of Stockholders was $50.63 per share.
Options become exercisable on the first anniversary of the date of grant.
50,000 shares have been authorized for delivery upon exercise of options under
the Plan. The Plan is administered by the Compensation Committee of the Board
of Directors.

CERTAIN TRANSACTIONS

During fiscal 1995, the Company purchased certain transportation equipment
from Great Dane Trailers, Inc. ("Great Dane") for an aggregate purchase price
of $42 million. The transaction was consummated on an arms-length basis and on
usual and customary commercial terms. Mr. Solomon is a Director of, and owns
an equity interest in, the parent corporation of Great Dane. The Company
currently has commitments to purchase $10 million of additional equipment from
Great Dane during fiscal 1996.

PROPOSAL 2

APPROVAL OF AMENDMENT TO
THE COMPANY'S 1987 STOCK INCENTIVE PLAN

On November 16, 1995, the Board approved, and is submitting for stockholder
approval, a proposal to approve an amendment that would increase from 100,000
to 200,000 the number of shares for which options (intended to be exempt from
the deduction limitations of Section 162(m) of the Internal Revenue Code) may
be granted to any individual in any calendar year pursuant to awards granted
under the Company's 1987 Stock Incentive Plan (the "Plan"). Recently enacted
Section 162(m) of the Internal Revenue Code places limitations on the
deductibility of compensation in excess of $1 million paid to the chief
executive officer and the four other most highly compensated executive
officers unless the compensation is performance based. For compensation
attributable to stock options and stock appreciation rights to qualify as
performance based, the plan under which they are granted must state a maximum
number of shares with respect to which options and rights may be granted
during a specified period. The Board believes that it is important to increase
the maximum number of shares in order to continue to attract and retain key
executive officers of the Company. The Company will continue to be able to
deduct for income tax purposes any income realized by one of the designated
executive officers in excess of $1 million upon the exercise of a non-
qualified stock option or stock appreciation right. The award of 60,000 shares
to Mr. Rubin on May 2, 1995 is subject to stockholder approval of this
amendment at the 1996 Annual Meeting.

GENERAL

The Compensation Committee (excluding any member who would not be considered
an "outside director" for purposes of Section 162(m) and the regulations,
including proposed regulations, thereunder) currently administers the Plan,
which permits the granting of a variety of stock and stock based awards,
including stock options; the award of restricted shares; the granting of stock
appreciation rights; and cash payments to offset the Federal, state and local
income taxes of participants resulting from awards under the Plan, all as more
fully described below.

The Compensation Committee has full authority, consistent with the Plan, to
select who will receive awards, to determine the types of awards to be granted
and the times of grant, to determine the number of shares to be covered by any
award, to determine the terms and conditions of any award, to adopt, amend and
rescind rules and regulations for the administration of the Plan, to interpret
the Plan and to decide any questions and settle all controversies and disputes
which may arise in connection with the Plan.

Persons eligible to participate in the Plan are those employees of the
Company and its subsidiaries who, in the opinion of the Committee, are in a
position to make a significant contribution to the success of the Company or
its subsidiaries. Approximately 45 employees are currently eligible to
participate in the Plan. The Plan limits the terms of awards to ten years and
prohibits the granting of awards more than ten years after the effective date
of the Plan.

As of November 16, 1995, there were options for 624,064 shares of Common
Stock outstanding under the Plan under which a total of 1,150,000 shares are
currently reserved, subject to adjustment for stock splits and similar events.
There are 192,882 shares available for future grant under the Plan.

Stock Options. The Plan permits the granting of non-transferable incentive
stock options under Section 422 of the Internal Revenue code of 1986 ("ISOs")
and stock options that do not so qualify ("non-statutory options"). The option
exercise price of each option shall be determined by the Committee but shall
not be less than 100% (110% in the case of an ISO granted to a 10%
stockholder) of the fair market value of the shares on the date of grant. The
number of shares for which options (intended to be exempt from the deduction
limitations of Section 162(m)) may be granted to any one individual in any
calendar year is limited to 100,000. If the amendment contained in this
proposal 2 is adopted, the number of shares will be increased to 200,000. At
November 16, 1995, the closing price of the Company's Common Stock as reported
on the New York Stock Exchange Composite Tape was $43.50.

The term of each option may not exceed ten years (five years in the case of
an ISO granted to a 10% stockholder) from the date the option was granted or
such earlier date as may be specified by the Committee at the time the option
is granted. Options may be made exercisable in installments, and the
exercisability of options may be accelerated by the Committee. In the event of
termination of employment by reason of death or total and permanent
disability, each option held by the employee will become fully exercisable and
will remain exercisable for two years in the case of death and one year in the
case of disability (subject to the limitation relating to maximum exercise
period).

In the event of termination of employment other than by reason of death or
total and permanent disability, all options held by the employee that are not
then exercisable shall terminate. Options that are exercisable on the date of
termination shall continue to be exercisable for a period of three months,
subject to the stated term of the option, unless the employee has confessed
to, or been convicted of, any act of fraud, theft or dishonesty arising in the
course of, or in connection with, his employment with the Company, in which
case the entire option shall terminate immediately.

Stock Appreciation Rights. The Committee may also grant non-transferable
stock appreciation rights, alone or in conjunction with options, entitling the
holder upon exercise to receive an amount in any combination of cash or shares
of Common Stock, not greater in value than the increase since the date of
grant in the value of the shares covered by such right. Stock appreciation
rights are subject to such terms and conditions as may be determined by the
Committee. The provisions described above relating to the exercisability of
options upon termination of employment as a result of death, disability or
otherwise also apply to stock appreciation rights.

Restricted Stock. The Committee may also grant restricted stock awards
subject to such conditions and restrictions, including vesting, as the
Committee may determine at the time of grant. The Committee may at any time
waive such restrictions, including through accelerated vesting. Shares of
restricted stock are non-transferable and if a participant who holds shares of
restricted stock terminates employment for any reason (other than death or
total and permanent disability) prior to the lapse or waiver of the
restrictions, the Company may require the forfeiture or repurchase of the
shares in exchange for the amount, if any, which the participant paid for
them. If the employee's employment terminates because of death or total and
permanent disability, all restrictions on restricted stock held by him shall
lapse. Prior to the lapse of restrictions on shares of restricted stock the
participant will have all rights of a stockholder with respect to the shares,
including voting and dividend rights, subject only to the conditions and
restrictions generally applicable to restricted stock under the Plan or
specifically set forth in the award agreement.

Cash Awards. In connection with any award the Committee may, in its
discretion, provide at any time for a cash award to the recipient equal to the
amount of any Federal, state and local income tax for ordinary income for
which the recipient would be liable with respect to the award, plus the
additional amount on a grossed-up basis necessary to make him whole after tax
and discharge all his income tax liabilities arising from such payments.

Change of Control Provisions. The Plan provides that in the event of a
"Change of Control", all stock options and stock appreciation rights will
become immediately exercisable, and restrictions and conditions on Restricted
Stock will automatically lapse. In addition, options granted under the Plan
may be surrendered for cash during the 60-day period following a Change of
Control. A "Change of Control" under the Plan generally includes the following
events: (i) a person or group becomes the beneficial owner of more than 30% of
the voting power of the Company's securities; (ii) a change of control
required to be reported under certain provisions of the Securities Exchange
Act of 1934; (iii) a consolidation, merger or other reorganization (other than
such a consolidation, merger or other reorganization that (a) would result in
the voting power immediately before to continue to represent more than 50% of
the voting power thereafter, or (b) in which no person or group would acquire
more than 20% of the voting power), a sale of all or substantially all assets
or a plan of liquidation; and (iv) continuing directors cease to be a majority
of the board.

Adjustments for Stock Dividends, Mergers, etc. The Committee is required to
make appropriate adjustments in connection with awards to reflect stock
dividends, stock splits and similar events. In the event of a merger,
liquidation or similar event, in which the Company effectively is not the
surviving corporation, options and stock appreciation rights will terminate,
but prior to such event, the Committee must either make all options and stock
appreciation rights immediately exercisable or arrange for substitute grants
from the successor corporation and must eliminate all restrictions on
restricted stock.

Effect, Discontinuance, Amendment and Termination. The Committee may at any
time discontinue granting awards under the Plan. The Committee may at any time
or times amend the Plan or any outstanding award for the purpose of satisfying
the requirements of any changes in applicable laws or regulations or for any
other purpose which may at any time be permitted by law, or may at any time
terminate the Plan as to any further grants of awards, provided that no such
amendment shall, without the approval of the shareholders of the Company,
increase the maximum number of shares available under the Plan, change the
group of employees eligible to receive awards, reduce the price at which ISOs
may be granted, extend the time in which awards may be granted or change the
amendment provisions of the Plan. However, no such action shall adversely
affect any rights under outstanding awards without the holder's consent.

FEDERAL INCOME TAX CONSEQUENCES

The following discussion summarizes certain federal income tax consequences
associated with stock option awards under the Plan. The summary does not
purport to cover federal employment tax or other federal tax consequences that
may be associated with the Plan, nor does it cover state, local or non-U.S.
taxes.

Incentive Options. In general, no taxable income is realized by the optionee
upon the grant or exercise of an ISO. However, the exercise of an ISO may
result in alternative minimum tax liability for the optionee. With certain
exceptions, a disposition of shares purchased under an ISO within two years

from the date of grant or within one year after the date of exercise produces
ordinary income to the optionee (and a deduction to the Company) equal to the
excess of the value of the shares at the time of exercise over the option
price. Any additional gain recognized in the disposition is treated as capital
gain and any loss sustained will be capital loss (and no additional deduction
will be allowed to the Company for Federal income tax purposes).

Non-Statutory Options. No income is realized by an optionee at the time a
non-statutory option is granted. Generally, (a) at exercise, ordinary income
is realized by the optionee in an amount equal to the difference between the
option price and the fair market value of the shares on the date of exercise,
and the Company receives a tax deduction for the same amount (subject to
satisfaction of applicable withholding requirements), and (b) upon a later
sale or exchange, appreciation or depreciation after the date of exercise is
treated as either short-term or long-term capital gain or loss depending on
how long the shares have been held.

Generally, an ISO that is exercised more than three months following
termination of employment (other than termination by reason of death) is
treated as a non-statutory option. ISOs are also treated as non-statutory
options to the extent they first become exercisable in any one calendar year
as to shares of Common Stock having a value (determined at the time the
options were granted) in excess of $100,000.

Payments in Respect of a Change of Control. Under the so-called "golden
parachute" provisions of the Internal Revenue Code, the vesting or accelerated
exercisability of awards in connection with a change in control of the Company
may be required to be valued and taken into account in determining whether
participants have received compensatory payments, contingent on the change in
control, in excess of certain limits. If these limits are exceeded, a
substantial portion of amounts payable to the participant, including income
recognized by reason of the grant, vesting or exercise of awards under the
Plan, may be subject to an additional 20% federal tax and may be non-
deductible to the Company.

Section 162(m). Section 162(m) of the Internal Revenue Code of 1986 limits
to $1 million the deduction a public corporation may claim in any year for
compensation to any of certain key officers. There are a number of exceptions
to this deduction limitation, including an exception for qualifying
performance-base compensation. It is intended that stock options granted under
the Plan will be eligible for this performance-based exception. However, final
regulations clarifying the scope of the performance-based exception have not
yet been issued under Section 162(m).

RECOMMENDATION OF THE BOARD OF DIRECTORS FOR THIS PROPOSAL.

The Board of Directors has approved amendments to increase from 100,000 to
200,000 the number of shares of common stock that any individual could receive
in any calendar year pursuant to awards granted under the Plan, and recommends
that the stockholders vote "FOR" Proposal 2. Proxies solicited by the Board of
Directors will be so voted unless stockholders specify otherwise.

OTHER INFORMATION

AUDITORS

Representatives of Arthur Andersen LLP, the auditors for the Company's 1995
fiscal year, are expected to attend the 1996 Annual Meeting, where they will
have the opportunity to make a statement if they wish to do so and will be
available to answer appropriate questions from the stockholders.

OUTSTANDING VOTING SECURITIES

On November 16, 1995, there were outstanding and entitled to vote 16,324,701
shares of the Common Stock, $.50 par value, of the Company, constituting the
only class of outstanding voting securities.

QUORUM, VOTING OF PROXIES, REQUIRED VOTES AND METHOD OF TABULATION

Consistent with state law and under the Company's By-laws, a majority of the
shares entitled to be cast on a particular matter, present in person or
represented by proxy, constitutes a quorum as to such matter. Votes cast by
proxy or in person at the Annual Meeting will be counted by persons appointed
by the Company to act as election inspectors for the meeting.

Proxies will be voted as specified by the stockholders. If specific choices
are not indicated, proxies will be voted FOR the election of all of the
nominees for director specified above and FOR the approval of Item 2 of the
accompanying Notice of 1996 Annual Meeting of Stockholders.

Directors will be elected by a plurality of the votes properly cast for the
election of directors at the meeting. A majority of the votes present and
entitled to vote on the matter is necessary to approve Item 2 of the
accompanying Notice of 1996 Annual Meeting of Stockholders.

The election inspectors will count the total number of votes cast "for"
approval of Item 2 for purposes of determining whether sufficient affirmative
votes have been cast. The election inspectors will count shares represented by
proxies that withhold authority to vote for a nominee for election as a
director or reflect abstentions and "broker non-votes" (i.e., shares
represented at the meeting held by brokers or nominees as to which (i)
instructions have not been received from the beneficial owners or persons
entitled to vote and (ii) the broker or nominee does not have the
discretionary voting power on a particular matter) only as shares that are
present and entitled to vote on the matter for purposes of determining the
presence of a quorum, but neither abstentions nor broker non-votes have any
effect on the outcome of voting on the matter.

BENEFICIAL OWNERSHIP OF MORE THAN FIVE PERCENT OF THE VOTING SECURITIES

The only persons or entities known to the Company to be the beneficial owner
of five percent or more of the Company's voting securities are as follows:

AMOUNT
AND
NATURE OF PERCENT
NAME AND ADDRESS BENEFICIAL OF
OF BENEFICIAL OWNER TITLE OF CLASS OWNERSHIP(A) CLASS
------------------- -------------- ------------ -------

Alliance Capital Common Stock 3,425,400 21.0%
1345 Avenue of the Americas
New York, NY 10105
Tiger Management Common Stock 5,421,400(b) 33.2%
101 Park Avenue
New York, NY 10172

- - --------
(a) Nature of beneficial ownership is direct and arises from sole voting and
investment power, unless otherwise noted by footnote.
(b) Includes 211,600 owned by Panther Management Company, L.P.

Information with respect to beneficial ownership of the Company's Common
Stock is based in part upon information contained in filings with the
Securities and Exchange Commission and in part on information obtained
directly from the holders. The percentages shown in the foregoing table have
been computed on the basis of shares outstanding on November 16, 1995.

ANNUAL REPORT

The Annual Report of the Company for the fiscal year ended September 30,
1995 has been mailed to all stockholders.

STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS

Stockholder proposals intended to be presented at the 1997 Annual Meeting
must be received by the Company on or before August 21, 1996 for inclusion in
the proxy material for that meeting. Any such proposals should be mailed to:
Secretary, XTRA Corporation, 60 State Street, Boston, Massachusetts 02109.

The Company's By-Laws also establish an advance notice procedure with
respect to stockholder nomination of candidates for election as directors and
other stockholder proposals (whether or not such proposals are to be included
in the Company's proxy material). A notice regarding stockholder nominations
for director or other stockholder proposals must be received by the Secretary
of the Company not less than 60 days nor more than 90 days prior to the
applicable stockholder meeting; provided, however, that in the event the date
of the meeting is not publicly announced by the Company by mail, press release
or otherwise more than 70 days prior to the meeting, the notice must be
received by the Secretary of the Company not later than the tenth day
following the day on which such announcement of the date of the meeting is
made. Any such notice must contain certain specified information concerning
the persons to be nominated or the proposal being made and the stockholder
submitting the nomination or proposal, all as set forth in the By-Laws. The
presiding officer of the meeting may refuse to acknowledge any director
nomination or other stockholder proposal not made in compliance with such
advance notice requirements.

The date of the Company's 1996 Annual Meeting was published in the November
24, 1995 issue of the New York Stock Exchange Weekly Bulletin.

The Secretary of the Company has received written notice that a stockholder
intends to present for action at the 1996 Annual Meeting a repeal of each of
Sections 2.2, 2.5 and 3.2 of the Company's By-Laws. The notice was timely
given in accordance with the Company's By-Laws.

SOLICITATION

Proxies may be solicited by directors, officers and a small number of
regular employees of the Company personally or by mail, telephone, facsimile
or otherwise, but such persons will not be specially compensated for such
service. Banks and brokers will be requested to solicit proxies from their
customers, where appropriate, and the Company will reimburse them for their
reasonable expenses. The cost of such solicitation will be borne by the
Company. In addition, the Company has

retained Morrow & Co., Inc. to assist in the solicitation of proxies for a fee
of approximately $4,000 plus out-of-pocket expenses.

OTHER MATTERS

The Board of Directors does not know of any matters other than those
described in this proxy statement that will be presented for action at the
meeting. If other matters come before the meeting, the persons named as
proxies intend to vote in accordance with their judgment.

ATTACHMENT A

XTRA CORPORATION

1987 STOCK INCENTIVE PLAN

1. PURPOSE

The purpose of this 1987 Stock Incentive Plan (the "Plan") is to
advance the interests of XTRA Corporation (the "Company") by enhancing the
ability of the Company (a) to attract and retain employees who are in a
position to make significant contributions to the success of the Company; (b)
to reward employees for such contributions; and (c) to encourage employees to
take into account the long-term interests of the Company through ownership of
shares of, and other interests in, the Company's common stock ("Common Stock").

The Plan is intended to accomplish these goals by enabling the Company
to grant awards ("Awards") to eligible employees. Awards may be in the form of
Stock Options (as described in Section 6), Stock Appreciation Rights (as
described in Section 7) and Restricted Stock Awards (as described in Section 8).

2. ADMINISTRATION

The Plan will be administered by the Compensation Committee of the
Board of Directors of the Company, excluding any member who would not be an
"outside director" for purposes of Section 162(m) of the Internal Revenue Code
of 1986, as amended, and the regulations, including proposed regulations,
thereunder (the "Committee"). The Committee will have authority, not
inconsistent with the express provisions of the Plan, (a) to grant Awards to
such eligible employees as the Committee may select ("Participants"); (b) to
determine the type of Awards to be granted and the times of grants; (c) to
determine the number of shares of Common Stock to be covered by any Award; (d)
to determine the terms and conditions of any Award, which terms and conditions
may differ among individual Awards and Participants; (e) to prescribe the form
or forms of instruments evidencing Awards and any other instruments required
under the Plan and to change such forms from time to time; (f) to adopt, amend
and rescind rules and regulations for the administration of the Plan; (g) to
interpret the Plan and to decide any questions and settle all controversies and
disputes that may arise in connection with the Plan; and (h) to waive
compliance by a Participant with any obligation to be performed by him under an
Award, except that the Committee may not, in the case of an incentive stock
option (as

described in Section 6), take any action without consent of the Participant
which would cause such option to lose its status as an "incentive stock
option" ("ISO") within the meaning of section 422 of the Internal Revenue Code
of 1986 (the "Code"). Such determinations and actions of the Committee shall
be conclusive and shall bind all parties.

A majority of the members of the Committee will constitute a quorum,
and all determinations of the Committee shall be made by a majority of its
members. Any determination of the Committee under the Plan may be made without
notice or meeting of the Committee by a writing signed by a majority of the
Committee members. All members of the Committee shall be disinterested persons
within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934.

3. EFFECTIVE DATE AND TERM OF PLAN

The Plan will become effective on the date on which it is approved by
the stockholders of the Company. Grants of Awards under the Plan may be made
prior to that date (but after adoption of the Plan by the Board of Directors),
subject to approval of the Plan by stockholders.

No Award may be granted under the Plan after the completion of ten
years from the date on which the Plan was adopted by the Board of Directors,
but Awards previously granted may extend beyond that date.

4. SHARES SUBJECT TO THE PLAN

(a) NUMBER OF SHARES. Subject to adjustment as provided in Section
11, the aggregate number of shares of Common Stock that may be delivered under
the Plan is 1,150,000. Shares of Common Stock may be issued up to this maximum
pursuant to any type or types of Award, including ISOs. For purposes of this
limitation, Awards and shares of Common Stock which are forfeited or reacquired
by the Company, and Awards which are satisfied without the issuance of shares
of Common Stock, will not be counted. Such limitation will apply only to
shares of Common Stock which have become free of any restrictions under the
Plan.

(b) SPECIAL LIMITATIONS APPLICABLE TO CERTAIN AWARDS. The Committee
shall have the discretion under the Plan to award Options and SARs that are
intended to satisfy certain performance- based compensation arrangements
intended to be exempt from the deduction limitations of Section 162(m) of the
Code (the "Section 162(m) requirements") ("exempt Options and SARs") as well as
Options and SARs that not intended to satisfy those requirements ("non-exempt
Options and SARs"); provided, that the Committee shall award non-exempt Options
and SARs only if it shall have determined that such award will not jeopardize
the continued exemption under Section 162(m)(4)(C) of exempt Options and SARs.

Subject to adjustment as provided in Section 11, to the extent such adjustment
is consistent with the continued satisfaction by exempt Options and SARs of the
requirements of Section 162(m)(4)(C) of the Code, the maximum number of shares
of Common Stock for which exempt Options may be awarded under the Plan to any
Participant in any calendar year, is in each case 200,000 shares. For purposes
of the preceding sentence, the regrant of a canceled Option or SAR, or the
repricing of an Option or SAR, shall be treated as a separate Award to the
extent required under Section 162(m)(4)(C) of the Code. The per-individual
Award limitations described in this paragraph are intended to enable exempt
Options and SARs awarded under the Plan to qualify for the performance-based
compensation exemption rules set forth under Section 162(m)(4)(c) of the Code
and shall be subject to amendment or revision to the extent (but only to the
extent) consistent with such rules.

(c) SHARES TO BE DELIVERED. Shares delivered under the Plan will be
authorized but unissued shares of Common Stock or, if the Committee so decides
in its sole discretion, previously issued Common Stock acquired by the Company
and held in treasury. No fractional shares of Common Stock will be delivered
under the Plan.

5. ELIGIBILITY

Employees eligible to become Participants shall be those key employees
of the Company and its subsidiaries who, in the opinion of the Committee, are
in a position to make a significant contribution to the success of the Company
or its subsidiaries. A subsidiary for purposes of the Plan is a corporation in
which the Company owns, directly or indirectly, stock possessing 50% or more of
the total combined voting power of all classes of stock. Members of the
Committee will not be eligible to become Participants.

6. STOCK OPTIONS

Stock Options granted under the Plan ("Options") may be either ISOs or
non-qualified stock options ("NSOs"). Except to the extent expressly
designated as an ISO (or to the extent it does not qualify as an ISO even if so
designated), each Option will be an NSO.

No term of this Plan relating to ISOs will be interpreted, amended or
altered, nor will any discretion or authority granted to the Committee under
the Plan be exercised, so as to disqualify the Plan or, without the consent of
the optionee, any ISO, under section 422 of the Code. The documents evidencing
ISOs will contain such provisions as are required of ISOs under the applicable
provisions of the Code.

Options granted under the Plan will be subject to the following terms
and conditions and will contain such additional terms and conditions, not
inconsistent with the terms of the Plan, as the Committee deems desirable:

(a) EXERCISE PRICE. The exercise price of each Option will be
determined by the Committee but may not be less than 100% (110%, in the case of
an ISO granted to a ten-percent stockholder) of the fair market value per share
of Common Stock at the time the Option is granted. For this purpose,
"ten-percent stockholder" means any employee who at the time of grant owns
directly, or is deemed to own by reason of the attribution rules in section
424(d) of the Code, Common Stock possessing more than 10% of the total combined
voting power of all classes of stock of the Company or of any of its parent or
subsidiary corporations.

(b) DURATION OF OPTIONS. An Option will be exercisable during such
period or periods as the Committee may specify. The latest date on which an
Option may be exercised will be the date which is ten years (five years, in the
case of an ISO granted to a ten-percent stockholder) from the date the Option
was granted or such earlier date as may be specified by the Committee at the
time the Option is granted.

(1) Options will be exercisable at such future time or
times, whether or not in installments, as determined by
the Committee at or after the grant date. The Committee
may at any time accelerate the exercisability of all or
any portion of any Option.

If Options intended to be ISOs when granted to an
individual Participant first become exercisable in any
one calendar year as to shares of Common Stock having a
value (determined when the Options were granted) in
excess of $100,000, such Options will be treated as NSOs
rather than ISOs for federal income tax purposes to the
extent required by applicable provisions of the Code.

(2) Any exercise of an Option must be by written notice to
the Company, accompanied by (i) the document evidencing
the Option (the "Option Certificate") and any other
documents required by the Committee and (ii) payment in
accordance with Section 6(d) below for the number of
shares of Common Stock for which the Option is exercised.

(3) Notwithstanding any other provision of the Plan, during
the 60-day period from and after the date of a Change of
Control, the Participant shall have the right (by giving
written notice to the Company in form satisfactory to

the Committee) to surrender all or part of an Option to
the Company and to receive an amount in cash equal to
the excess of the aggregate Value (as defined below) of
the shares of Common Stock covered by the Option, or
portion thereof surrendered, determined on the date the
Option is exercised, over the aggregate Option exercise
price of such shares (such excess is referred to herein
as the "Aggregate Spread"); provided however, and
notwithstanding any other provision of the Plan, if the
end of such 60 day period from and after the date of a
Change of Control is within six months of the date of
grant of an Option held by a Participant who is an
officer or director of the Company (within the meaning
of Section 16(b) of the Securities Exchange Act of 1934,
as amended), then, unless (i) a merger with the
Corporation will occur in connection with the Change of
Control, (ii) such merger is not effective until more
than six months from the date of grant of such
Participant's Option and (iii) upon effectiveness of
such merger the Participant's Option will be cancelled
in exchange for the Aggregate Spread, the Option shall
either remain outstanding notwithstanding the
cancellation of Options generally upon the effectiveness
of such merger or shall be exchanged for a fully
exercisable option of the surviving corporation of such
merger (or its parent corporation) on an economically
equivalent basis as set forth in Section 1.425-1 of the
Treasury Income Tax Regulations. The foregoing right
shall not apply to ISOs granted prior to January 31,
1989, other than any such Option that has been modified,
extended or renewed within the meaning of Section 424(b)
of the Code. As used in this Section 6(c)(3) with
respect to an election by a Participant to receive cash
in respect of a NSO the term "Value" means the higher of
(i) the highest fair market value (as defined in Section
12(d) during the 60-day period prior to the date of a
Change of Control and (ii) if the Change of Control is
the result of a transaction or series of transactions
described in paragraphs (i), (ii) or (iii) of the
definition of Change of Control set forth in Exhibit A,
the highest price per share of the Common Stock paid in
such transaction or series of transactions (which in the
case of paragraph (i) shall be the highest price per
share of the common Stock as reflected in a Schedule 13D
by the person having made the acquisition), and as used
in this paragraph 6(c)(3) with respect to an election by
a Participant to receive cash in respect of an ISO,
unless the Participant otherwise elects in writing the
term "Value" shall mean "fair market value" (as defined
in Section 12(d)). Notwithstanding the foregoing, the
right to receive cash under this paragraph and the right
to a special determination of "Value" with respect to

NSOs shall not apply in the case of any Change of
Control intended to qualify for "pooling of interests"
accounting treatment, to the extent the Committee
determines that such features would be incompatible with
such treatment.

(d) PAYMENT FOR AND DELIVERY OF COMMON STOCK. Common Stock
purchased
on exercise of an Option shall be paid for as follows: (1) in cash or by
certified check, bank draft or money order payable to the order of the Company
or (2) if so permitted by the Option Certificate, (i) through the delivery of
shares of Common Stock (held for at least six months, or such other period as
the Committee may specify) having a fair market value on the last business day
preceding the date of exercise equal to the purchase price or (ii) by a
combination of cash and Common Stock as provided in clauses (1) and (2)(i)
above or (iii) by delivery of a promissory note of the Participant to the
Company, payable on such terms as are specified in the Option Certificate
(except that the Option Certificate may provide that the rate of interest on
the note will be the lowest rate which is sufficient, at the time the note is
given, to avoid imputation of interest under the applicable provisions of the
Code), or by a combination of cash (or cash and Common Stock) and the
Participant's promissory note; PROVIDED, that if the Common Stock delivered
upon exercise of the Option is an original issue of authorized Common Stock, at
least so much of the exercise price as represents the par value of such Common
Stock must be paid in cash if the Committee determines that cash payment is
required by law.

(e) NONTRANSFERABILITY OF OPTIONS. No Option may be transferred other
than by will or by the laws of descent and distribution, and during a
Participant's lifetime an Option may be exercised only by him.

(f) DEATH OR DISABILITY. If a Participant's employment with the
Company and its subsidiaries terminates by reason of death or total and
permanent disability, each Option held by the Participant will become fully
exercisable and will remain exercisable after the date of such termination for
a period of two years in the case of death and one year in the case of
disability (but in no event later than the date the option would have expired
in all events under Section 6(b)). In the case of a deceased Participant, such
Option may be exercised within such time limits by his executor or
administrator, or by the person or persons to whom the Option is transferred by
will or the applicable laws of descent and distribution.

(g) OTHER TERMINATION OF EMPLOYMENT. If a Participant's employment
with the Company and its subsidiaries terminates for any reason other than
death or total and permanent disability, all Options held by the Participant
that are not then exercisable shall terminate. Options that are exercisable on
the date of

termination will continue to be exercisable for a period of three months (but
in no event later than the date the option would have expired in all events
under Section 6(b)) unless the employee has confessed to, or been convicted of,
any act of fraud, theft or dishonesty arising in the course of, or in
connection with, his employment with the Company, in which case the Option will
terminate immediately and in full. After completion of that three-month period
such Options shall terminate to the extent not previously exercised, expired or
terminated.

7. STOCK APPRECIATION RIGHTS

(a) NATURE OF STOCK APPRECIATION RIGHT. A Stock Appreciation Right
("SAR") is an Award entitling the recipient to receive an amount in cash or
shares of Common Stock or a combination thereof having a value equal to the
excess of the fair market value of a share of Common Stock on the date of
exercise over the fair market value of a share of Common Stock on the date of
grant (or over the Option exercise price, if the SAR was granted in tandem with
an Option) multiplied by the number of shares with respect to which the SAR has
been exercised, with the Committee having the right to determine the form of
payment.

(b) GRANT OF SARS. SARs may be granted in tandem with, or
independently of, Options granted under the Plan. In the case of an SAR
granted in tandem with an NSO, such SAR may be granted either at or after the
time of the grant of such Option. In the case of an SAR granted in tandem with
an ISO, such SAR may be granted only at the time of the grant of the Option.
SARs will be evidenced by such written agreement as is deemed appropriate by
the Committee.

An SAR or applicable portion thereof granted in tandem with an Option
will terminate and no longer be exercisable upon the termination or exercise of
such Option, except that an SAR granted with respect to less than the full
number of shares covered by an Option will not be reduced until the exercise or
termination of the related Option exceeds the number of shares not covered by
the SAR.

(c) TERMS AND CONDITIONS OF SARS. SARs will be subject to such terms
and conditions as are determined from time to time by the Committee, subject,
in the case of SARs granted in tandem with Options, to the following:

(1) SARs will be exercisable only at such time or times and
to the extent that the related Option is exercisable.

(2) Upon the exercise of an SAR, the applicable portion of
any related Option must be surrendered.

(3) SARs will be transferable only with the related Option.
All SARs will be exercisable during the Participant's
lifetime only by the Participant or his legal
representative.

(4) An SAR granted in tandem with an Option may be exercised
only when the market price of the Common Stock subject
to the Option exceeds the exercise price of such Option.

The provisions of Sections 6(f) and 6(g) relating to the exercisability
and termination of Options shall also apply to SARs, whether or not granted in
tandem with Options.

Any exercise of an SAR must be by written notice to the Company,
accompanied by the document evidencing the SAR and any other documents required
by the Committee.

(d) SPECIAL RULES RELATING TO EXERCISE. In the case of a Participant
subject to the restrictions of Section 16(b) of the Securities Exchange Act of
1934, no SAR may be exercised except in compliance with any applicable
requirements of Rule 16b-3(e) or any successor rule. Notwithstanding Section
7(a) above, in the event of such exercise during the exercise period currently
prescribed by Rule 16b-3(e), the Committee may prescribe, by guidelines of
general application, such other measure of value as it may determine but not in
excess of the highest per share closing sale price of the Common Stock reported
on the New York Stock Exchange Composite Transactions Index during such period
and, where in tandem with an ISO, not in excess of any amount consistent with
the qualification of such option as an ISO under section 422A of the Code;
provided, however, that such guidelines shall be put into operation only if the
Company has received a favorable letter from the Staff of the Securities and
Exchange Commission, or an opinion of counsel, to the effect that such
operation will not adversely affect compliance with Rule 16b-3(e).

8. RESTRICTED STOCK

(a) NATURE OF RESTRICTED STOCK AWARD. A Restricted Stock Award is an
Award entitling the recipient to acquire shares of Common Stock ("Restricted
Stock") for a purchase price (which may be zero) not to exceed par value,
subject to such conditions, including the restrictions specified in Section
8(d) below, as the Committee may impose at the time of grant.

(b) AWARD AGREEMENT. A Participant who is granted a Restricted Stock
Award will have no rights with respect to such Award unless the Participant
accepts the Award within 60 days (or such shorter period as the Committee may
specify) following the Award date by making payment to the Company by certified
or bank check or other instrument acceptable to the Committee in an amount
equal to the specified purchase price, if any, of the shares

covered by the Award and by executing and delivering to the Company an
agreement (an "Award Agreement") in such form as the Committee determines.

(c) RIGHTS AS A STOCKHOLDER. Upon complying with Section 8(b) above,
a Participant will have all the rights of a stockholder with respect to the
Restricted Stock awarded to him including voting and dividend rights, subject
to the restrictions described in this Section 8 and subject to any other
conditions contained in the Award Agreement. Unless the Committee otherwise
determines, certificates evidencing shares of Restricted Stock will remain in
the possession of the Company until such shares are free of any restrictions
under the Plan.

(d) RESTRICTION. Shares of Restricted Stock may not be sold,
assigned, transferred, pledged or otherwise encumbered or disposed of except as
specifically provided herein. If a Participant ceases for any reason to be
employed by the Company or its subsidiaries, shares of Restricted Stock held by
such Participant shall be resold to the Company at their purchase price, or
forfeited to the Company if the purchase price was zero, except as specifically
set forth herein. Shares of Restricted Stock resold to the Company shall have
the status of authorized but unissued shares of Common Stock.

(1) The Committee will specify in the Award Agreement the date or
dates (which may depend upon or be related to the attainment of
performance goals and other conditions) on which the
nontransferability of the Restricted Stock and the obligation of
the Participant to resell such Stock to the Company will lapse.
The Committee may at any time accelerate such date or dates.

(2) If the Participant's employment terminates because of death or
total and permanent disability, all restrictions on Restricted
Stock held by the Participant will lapse.

(e) NOTICE OF ELECTION. Any Participant making an election under
section 83(b) of the Code with respect to a Restricted Stock Award must provide
a copy thereof to the Company within 30 days of the filing of such election
with the Internal Revenue Service.

9. CASH AWARDS

In connection with any Award hereunder the Committee may, in its sole
discretion, at the time such Award is made or at a later date, provide for and
grant a cash award to the Participant not to exceed an amount equal to (a) the
amount of any federal, state and local income tax on ordinary income for which
the Participant will be liable with respect to the Award, plus (b) an
additional amount on a grossed-up basis necessary to make him whole after tax,

discharging all his income tax liabilities arising from all payments under this
Section 9. Any payments under this Section 9 will be made at the time the
Participant incurs federal income tax liability with respect to the Award.

10. CHANGE OF CONTROL

Notwithstanding any other provision of this Plan, in the event of a
Change of Control of the Company as defined in Exhibit A hereto (a) each Option
and SAR held by each Participant will immediately become fully exercisable; and
(b) restrictions and conditions on Restricted Stock held by the Participant
will immediately lapse.

11. CHANGES IN COMPANY; SUBSTITUTE AWARDS

(a) CHANGES IN STOCK. In the event of a stock dividend, stock split
or combination of shares, recapitalization or other change in the Company's
capital stock, the number and kind of shares of stock or securities of the
Company subject to Awards then outstanding or subsequently granted under the
Plan, the maximum number of shares of stock or securities that may be delivered
under the Plan, the purchase price, and other relevant provisions will be
appropriately adjusted by the Committee, whose determination shall be binding
on all persons.

The Committee may also adjust the number of shares subject to
outstanding Awards, the exercise price of outstanding Options and the terms of
outstanding Awards, to take into consideration material changes in accounting
practices or principles, consolidations or mergers (except those described in
Section 11(b) below), acquisitions or dispositions of stock or property or any
other event if it is determined by the Committee that such adjustment is
appropriate to avoid distortion in the operation of the Plan.

(b) MERGER, ETC. Subject to Section 10, in the event of a dissolution
or liquidation of the Company or a merger or consolidation in which the Company
is not the surviving corporation or its outstanding shares are converted into
securities of another corporation or exchanged for other consideration, all
Options and SARs granted hereunder will terminate, but at least 20 days prior
to the effective date of any such dissolution or liquidation (or 20 days prior
to any earlier related sale of substantially all the assets of the Company) or
of any such merger or consolidation, the Committee shall (1) make all Options
and SARs outstanding hereunder immediately exercisable, provided that, unless
the event will give rise to a Change of Control or it is anticipated that a
Change of Control will coincide with or follow the event, the Committee may
instead arrange that the successor or surviving corporation, if any, grant

replacement Options and/or SARs and (2) eliminate immediately all restrictions
and conditions on all Restricted Stock.

(c) SUBSTITUTE AWARDS. The Company may grant Awards under the Plan in
substitution for stock and stock based awards held by employees of another
corporation who concurrently become employees of the Company or a subsidiary as
the result of a merger or consolidation of the employing corporation with the
Company or a subsidiary or the acquisition by the Company or a subsidiary of
property or stock of the employing corporation. The Committee may direct that
the substitute Awards be granted on such terms and conditions as the Committee
considers appropriate. The shares which may be delivered under such substitute
Awards will be in addition to the maximum number of shares provided for in
Section 4(a) only to the extent that the substitute Awards are both (1) granted
to persons whose relationship to the Company does not make (and is not expected
to make) them subject to Section 16(b) of the Securities Exchange Act of 1934
and (2) are granted in substitution for awards issued under a plan approved, to
the extent then required under Rule 16b-3 (or any successor rule under such
Act) by the stockholders of the entity which issued such predecessor awards.

12. GENERAL PROVISIONS

(a) NO DISTRIBUTION; COMPLIANCE WITH LEGAL REQUIREMENTS, ETC. The
Committee may require each person acquiring Common Stock pursuant to an Award
to represent to and agree with the Company in writing that such person is
acquiring the Common Stock without a view to distribution thereof.

The Company will not be obligated to deliver any shares of Common Stock
pursuant to an Award (1) until, in the opinion of the Company's counsel, all
applicable federal and state laws and regulations have been complied with, and
(2) if the outstanding Common Stock is at the time listed on any stock
exchange, until the shares to be delivered have been listed or authorized to be
listed on such exchange upon official notice of issuance, and (3) until all
other legal matters in connection with the issuance and delivery of such shares
have been approved by the Company's counsel. If the sale of Common Stock has
not been registered under the Securities Act of 1933, as amended, the Company
may require such representations or agreements as counsel for the Company may
consider appropriate to avoid violation of such Act and may require that the
certificates evidencing such Common Stock bear an appropriate legend
restricting transfer.

Notwithstanding any provision of the Plan, the Company will be under no
obligation to deliver shares of Common Stock to an estate of a deceased
Participant, or to the person or persons to whom the Award has been transferred
by the Participant's will or

the applicable laws of descent and distribution, until the Company is satisfied
as to the authority of such person or persons.

(b) TAX WITHHOLDING, ETC. Each Participant will, no later than the
date as of which the value of an Award or of any Common Stock or other amounts
received hereunder first becomes includable in gross income for federal income
tax purposes, pay to the Company, or make arrangements satisfactory to the
Committee regarding payment of, all federal, state and local taxes required by
law to be withheld with respect to such income. The Company and its
subsidiaries will, to the extent permitted by law, have the right to deduct any
such taxes from any payment of any kind otherwise due to the Participant.

The Committee may provide, in respect of any transfer of Common Stock
under an Award, that if and to the extent withholding of any federal, state or
local tax is required, the Participant may elect in such manner as the
Committee prescribes, to have the Company hold back from the transfer Common
Stock having a value calculated to satisfy such withholding obligation, or to
deliver to the Company previously owned shares of equal value. Notwithstanding
the foregoing, in the case of a Participant subject to the restrictions of
Section 16(b) of the Securities Exchange Act of 1934 no such election shall be
effective unless made in compliance with any applicable requirements of Rule
16b-3(e) or any successor rule under such Act.

(c) CONTINUANCE OF EMPLOYMENT. For purposes of the Plan, employment
of a Participant will not be considered terminated (1) in the case of sick
leave or other bona fide leave of absence approved for purposes of the Plan by
the Committee, so long as the Participant's right to reemployment is guaranteed
either by statute or by contract, or (2) in the case of a transfer to the
employment of a corporation (or a parent or subsidiary corporation of such
corporation) issuing or assuming an option in a transaction to which section
424(a) of the Code would apply.

(d) FAIR MARKET VALUE. For purposes of the Plan, in general, "fair
market value" of a share of Common Stock on any date means the closing price on
such date as reflected in the New York Stock Exchange Composite Index. If,
however, the Committee determines that a different meaning is in any
circumstance necessary in order to comply with applicable law, such different
meaning will apply in that circumstance.

(e) EMPLOYMENT RIGHTS. Neither the adoption of the Plan nor the grant
of Awards will confer upon any employee any right to continued employment with
the Company or any subsidiary or affect in any way the right of the Company or
subsidiary to terminate the employment of an employee at any time. Except as
specifically provided by the Committee in any particular case, the loss of
existing or potential profit in Awards granted under this Plan

shall not constitute an element of damages in the event of termination of the
employment of an employee even if the termination is in violation of an
obligation of the Company to the employee by contract or otherwise.

13. EFFECT, DISCONTINUANCE, CANCELLATION, AMENDMENT AND TERMINATION.

Neither adoption of the Plan nor the grant of Awards to a Participant
shall affect the Company's right to grant to such Participant awards that are
not subject to the Plan, to issue to such Participant Common Stock as a bonus
or otherwise, or to adopt other plans or arrangements under which Common Stock
may be issued to employees.

The Committee may at any time discontinue granting Awards under the
Plan. With the consent of the Participant, the Committee may at any time
cancel an existing Award in whole or in part and grant the Participant another
Award for such number of shares of Common Stock as the Committee specifies,
subject to Section 4(b). The Committee may at any time or times amend the Plan
or any outstanding Award for the purpose of satisfying the requirements of any
changes in applicable laws or regulations or for any other purpose which may at
the time be permitted by law; or may at any time terminate the Plan as to any
further grants of Awards, provided that (except to the extent expressly
required or permitted herein above) no such amendment shall, without the
approval of the stockholders of the Company, (a) increase the maximum number of
shares available for delivery under the Plan, (b) change the group of employees
eligible to receive Awards under the Plan, (c) reduce the price at which ISOs
may be granted, (d) extend the time within which Awards may be granted, or (e)
amend the provisions of this Section 13, and no such amendment shall adversely
affect the rights of any Participant (without his consent) under any Award
previously granted.

As adopted by the Board of Directors: November 5, 1987
As amended and ratified by the Board of Directors: December 10, 1987
As approved by the STOCKHOLDERS: January 28, 1988
As amended and ratified by the Board of Directors: January 31, 1989
As amended by the Compensation Committee of the Board of
Directors: November 1, 1989
As amended by the Board of Directors: November 17, 1994
As approved by the Stockholders: January 26, 1995
As amended by the Board of Directors: November 16, 1995
As approved by the Stockholders:

EXHIBIT A

A Change of Control will occur for purposes of this Plan if (i) any
individual, corporation, partnership, company or other entity (a "Person")
becomes the "beneficial owner" (as defined in Rule 13d-3 under the Securities
Exchange Act of 1934) of securities of the Company representing more than 30%
of the combined voting power of the Company's then-outstanding securities
(other than as a result of acquisitions of such securities from the Company),
(ii) there is a change of control of the Company of a kind which would be
required to be reported under Item 6(e) of Schedule 14A of Regulation 14A
promulgated under the Securities Exchange Act of 1934 (the "Act") (or a similar
item in a similar schedule or form), whether or not the Company is then subject
to such reporting requirement, (iii) the Company is a party to, or the
stockholders approve, a merger consolidation, or other reorganization (other
than (a) a merger, consolidation or other reorganization which would result in
the voting securities of the Company outstanding immediately prior thereto
continuing to represent, either by remaining outstanding or by being converted
into vested securities of the surviving entity, more than 50% of the combined
voting power of the voting securities of the Company or such surviving entity
outstanding immediately after such merger, consolidation, or other
reorganization, or (b) a merger, consolidation, or other reorganization
effected to implement a recapitalization of the Company, or similar transaction
in which no Person acquires more than 20% of the combined voting power of the
Company's then outstanding securities), a sale of all or substantially all
assets, or a plan of liquidation or (iv) individuals who, at the date hereof,
constitute the Board cease for any reason to constitute a majority thereof,
PROVIDED, HOWEVER, that any director who is not in office at the date hereof
but whose election by the Board or whose nomination for election by the
Company's shareholders was approved by a vote of at least a majority of the
directors then still in office who either were directors at the date hereof or
whose election or nomination for election was previously so approved (other
than an election or nomination of an individual whose initial assumption of
office is in connection with an actual or threatened election contest relating
to the election of the Directors of the Company, as such terms are used in Rule
14a-11 of Regulation 14A promulgated under the Act) shall be deemed to have
been in office at the date hereof for purpose of this definition.

Notwithstanding the foregoing provisions of this Exhibit A, a "Change
of Control" will not be deemed to have occurred solely because of the
acquisition of securities of the Company (or any reporting requirement under
the Act relating thereto) by an employment benefit plan maintained by the
Company for its employees.

P XTRA CORPORATION
R
O THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
X
Y The undersigned hereby appoints as proxies, each with power of
substitution, Robert M. Gintel, Robert B. Goergen and Lewis Rubin, or any of
them, and hereby authorizes them to represent and to vote, as designated on the
reverse side, all the shares of common stock of XTRA Corporation (the "Company")
held of record by the undersigned on December 1, 1995, at the Annual Meeting of
Stockholders to be held January 25, 1996 at Ropes & Gray, One International
Place, 36th Floor, Boston, Massachusetts 02110, and at any adjournments thereof.
The proxies appointed shall act by a majority of such of them as shall be
present at the meeting, or if only one is present, by that one. The undersigned
hereby revokes any proxies heretofore given.

Please sign and date this proxy on the reverse side where indicated

SEE REVERSE SIDE

/x/ PLEASE MARK VOTES
AS IN THIS EXAMPLE.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED, OR IF NO
DIRECTION IS MADE, FOR ITEMS 1 AND 2.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2 BELOW.
1. To elect a Board of Directors for the ensuing year.
Nominees: Gilbert Butler, J. Russell Duncan, Robert M. Gintel,
Robert B. Goergen, Herbert C. Knortz, Francis J. Palamara,
Lewis Rubin and Martin L. Solomon

FOR WITHHELD
/ / / /

MARK HERE FOR ADDRESS
/ /______________________________________ CHANGE AND NOTE BELOW / /
For all nominees except as noted above

FOR AGAINST ABSTAIN
2. To approve an amendment to the 1987 / / / / / /
Stock Incentive Plan to increase from
100,000 to 200,000 the number of shares
for which options may be granted to any
individual in any calendar year
pursuant to awards granted under the
Plan.

3. The proxies have, in their discretion, the authority to vote upon such other
matters as may properly come before the meeting and any adjournments thereof.

All joint owners should sign. When signing as attorney, executor, administrator,
trustee, guardian or custodian for a minor, please give full title as such. If a
corporation, please sign full corporate name and indicate the signer's office.
If a partner, sign in partnership name.

Signature:__________________________________________ Date__________________

Please sign exactly as name appears above.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.