1
                                                           Exhibit 23(a)







                       CONSENT OF INDEPENDENT AUDITORS



We consent to the references to our firm under the captions "Selected 
Financial Information" and "Experts" in the Amendment No. 1 to Registration 
Statement (Form S-3, No. 33-61693) and related Prospectus of Union Tank Car 
Company for the registration of Pass Through Certificates Series 1995-A, and 
to the incorporation by reference therein of our report dated March 8, 1995, 
with respect to the consolidated financial statements of Union Tank Car Company 
included in its Annual Report (Form 10-K) for the year ended December 31, 1994,
filed with the Securities and Exchange Commission.



                                                /s/ ERNST & YOUNG LLP 
                                                ---------------------
                                                    ERNST & YOUNG LLP


Chicago, Illinois
September 7, 1995