1
                       CONSENT OF INDEPENDENT AUDITORS


We consent to the references to our firm under the captions "Experts" and
"Selected Financial Information" in Amendment No. 1 to the Registration
Statement (Form S-3 No. 33-56287) and related Prospectus of Union Tank Car
Company for the registration of Pass Through Certificates Series 1994-A, and to
the incorporation by reference therein of our report dated March 9, 1994, with
respect to the consolidated financial statements and schedules of Union Tank
Car Company included in its Annual Report (Form 10-K) for the year ended
December 31, 1993, filed with the Securities and Exchange Commission.



                                           ERNST & YOUNG LLP

Chicago, Illinois
December 2, 1994