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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549





                                    FORM 8-K
                                 CURRENT REPORT

                       PURSUANT TO SECTION 13 OR 15 (d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

          Date of Report (Date of Earliest Event Reported) May 14, 2001


                            GATX CAPITAL CORPORATION


   Incorporated in the                     IRS Employer Identification Number
    State of Delaware                                  94-1661392



                             Four Embarcadero Center
                             San Francisco, CA 94111
                                 (415) 955-3200

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ITEM 5.  OTHER EVENTS

        On May 14, 2001, GATX Corporation and GATX Capital Corporation issued
the following press release:

GATX CORPORATION PLANS TO COMBINE LEGAL ENTITIES

        CHICAGO, MAY 14 - GATX Corporation (NYSE:GMT) today announced that it
plans to pursue a realignment of the legal structure of its subsidiary
companies. Currently, GATX's two principal subsidiaries, GATX Rail Corporation
and GATX Capital Corporation, are separate legal entities, each with its own
shelf registration and debt issuance capability. The planned realignment would
ultimately result in a combination of these two companies into a single legal
entity. GATX Corporation expects that a single entity structure will result in
greater scale and liquidity in the capital markets and lower relative funding
costs.
        The planned combination will not affect GATX Corporation's current
reporting segments or the day-to-day operations, management structure and
responsibilities, or strategic direction of either GATX Rail or GATX Capital.


                                    SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                                 GATX CAPITAL CORPORATION
                                          --------------------------------------
                                                       (Registrant)


                                                    /s/ Curt F. Glenn
                                          --------------------------------------
                                                      Curt F. Glenn
                                                Senior Vice President and
                                                 Chief Financial Officer
                                                (Duly Authorized Officer)


Date:  May 16, 2001