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                                                                   EXHIBIT 23(a)



                       CONSENT OF INDEPENDENT AUDITORS



We consent to the references to our firm under the captions "Selected Financial
Information" and "Experts" in Amendment No. 2 to the Registration Statement
(Form S-3 No. 333-1899) and related Prospectus of Union Tank Car Company for
the registration of Pass Through Certificates Series 1996-A, and to the
incorporation by reference therein of our report dated March 14, 1996, with
respect to the consolidated financial statements of Union Tank Car Company
included in its Annual Report (Form 10-K), as amended, for the year ended
December 31, 1995, filed with the Securities and Exchange Commission. 





   
                                                ERNST & YOUNG LLP
    


   
Chicago, Illinois 
May 15, 1996