1
                       CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Union Tank Car
Company for the registration of $400,000,000 of debt securities, and to the
incorporation by reference therein of our report dated March 7, 1996, with
respect to the consolidated financial statements of Union Tank Car Company 
included in its Annual Report (Form 10-K/A) for the year ended December 31,
1995, filed with the Securities and Exchange Commission.


                                        /s/ Ernst & Young LLP

                                        ERNST & YOUNG LLP


Chicago, Illinois
November 26, 1996