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                                                                      EXHIBIT 12



                   Union Tank Car Company and Subsidiaries
              Computation of Ratio of Earnings to Fixed Charges
                            (Dollars in Thousands)



                                                                
                                                    Quarter     
                                                  31-Mar-96     
                                                  ----------    
                                                                
                                               
Income Available for Fixed Charges:                             
                                                                
Income from Continuing Operations                   $22,643     
                                                                
Provision for Federal Income Taxes                              
  and Foreign Taxes                                  12,505     
                                                                
Provision for State Income Taxes                        785     
                                                                
Fixed Charges                                        22,031     
                                                    -------     

Income Available for Fixed Charges                  $57,964     
                                                    =======     
                                                                
                                                                
Fixed Charges:                                                  
                                                                
Interest Expense (including amortization 
  of debt discount) as shown on the 
  consolidated statement of income                  $18,600           

Add Interest Portion of Rent Expense                  3,431

                                                    -------     
Total Fixed Charges                                 $22,031
                                                    =======     

Number of Times Fixed Charges 
  Were Earned                                          2.63
                                                    =======