UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, ~~D.C.~~DC 20549

FORM 8-K

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

~~PURSUANT~~Date TOof ~~SECTION~~Report ~~13 OR 15~~(d)Date OFof ~~THE SECURITIES~~earliest ~~EXCHANGE~~event ~~ACT~~reported) OFMay 11, ~~1934~~2007

Date of report (Date of earliest event reported): December 11, 2006

GATX Financial Corporation

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation) 1-8319 (Commission File Number) 94-1661392 (IRS Employer Identification No.)


Delaware	1-8319	94-1661392
(State or other jurisdiction of	(Commission File)	(IRS Employer
incorporation)	Number)	Identification No.)

500 West Monroe Street
Chicago, Illinois 60661-3676
(Address of principal executive offices, including zip code)

(312) 621-6200 (Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy ~~the~~ the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~ o Soliciting material pursuant to Rule ~~1.01~~14a-12 ~~Entry~~under ~~into~~the aExchange ~~Material~~Act ~~Definitive~~(17 ~~Agreement~~CFR 240.14a-12)

Ono ~~December 11,~~Pre-commencement ~~2006,~~communications ~~GATX~~pursuant ~~Financial Corporation (“GFC”), a wholly owned subsidiary of GATX Corporation (“GATX”), as Borrower, and GATX, as Guarantor, entered into Amendment No. 1~~ to ~~the Amended and Restated Five Year Credit Agreement~~ Rule 14d-2(~~the “Amendment”~~b) ~~with the lenders named therein and Citicorp USA, Inc., as Administrative Agent. The Amendment added GATX as a guarantor of the obligations of GFC~~ under the ~~Amended~~Exchange ~~and~~Act ~~Restated Five Year Credit Agreement, dated as of June 27,~~(17 ~~2005,~~CFR ~~and amended financial covenants contained therein such that those covenants apply to GATX rather than to GFC~~240.14d-2(b))

~~SIGNATURE~~ o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Pursuant~~Item 8.01 toOther ~~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~~Events.

~~GATX~~ On ~~FINANCIAL~~May 11, ~~CORPORATION~~2007, GATX Corporation (~~Registrant~~“GATX”) ~~/s/~~consummated ~~Robert~~the C.merger ~~Lyons~~(the ~~Robert~~“Merger”) C.of ~~Lyons Vice~~its wholly-~~President~~owned operating subsidiary, ~~Chief~~GATX Financial ~~Officer~~Corporation (~~Duly~~“GFC”), ~~Authorized~~with ~~Officer)~~and into its parent, GATX, on and as of May 11, 2007. As a result of the Merger, all outstanding debt and other financial obligations of GFC became the obligations of GATX.

~~Date: December 13, 2006~~SIGNATURES

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 FINANCIAL CORPORATION
	(Registrant)
	/s/ Robert C. Lyons
	Robert C. Lyons
	Vice-President, Chief Financial Officer

Date: May 11, 2007

Filing Compare · GATX FINANCIAL CORP