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                                                                EXHIBIT 23(a)

                       CONSENT OF INDEPENDENT AUDITORS


We consent to the reference to our firm under the caption "Experts" in
Amendment No. 1 to the Registration Statement (Form S-3 No. 333-17121) 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.



                                                ERNST & YOUNG LLP


Chicago, Illinois
January 8, 1997