Sec Form 4/A Filing - MURPHY MICHAEL E @ GATX CORP - 2009-02-02

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FORM 4/A
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
MURPHY MICHAEL E
2. Issuer Name and Ticker or Trading Symbol
GATX CORP [ GMT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
20 SOUTH CLARK STREET, STE 2222
3. Date of Earliest Transaction (MM/DD/YY)
02/02/2009
(Street)
CHICAGO, IL60603
4. If Amendment, Date Original Filed (MM/DD/YY)
02/04/2009
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock ( 1 ) ( 2 ) 02/02/2009 A 977.9213 ( 3 ) A $ 24.45 24,183.0387 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MURPHY MICHAEL E
20 SOUTH CLARK STREET, STE 2222
CHICAGO, IL60603
X
Signatures
Lisa M. Ibarra, by Power of Attorney on behalf of Michael E. Murphy 03/10/2009
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Amount of shares initially reported in box 4 of table 1 showing an acquisition of 987.2807 shares and box 5 of table 1 showing the amount of securities beneficially owned as 24,192.3981 shares was in error due to a miscalculation in the dividend reinvestment shares of the Directors' Phantom Stock Plan and Directors' Deferred Fee Plan.
( 2 )Includes 183.2777 shares acquired pursuant to a dividend reinvestment feature of the GATX Directors' Phantom Stock Plan ("Phantom Stock Plan") and 27.7724 shares acquired pursuant to a dividend reinvestment feature of the Directors' Deferred Fee Plan ("Deferred Fee Plan").
( 3 )Includes that portion of the quarterly payment of the annual directors' fee (766.8712 shares) credited to an account established for each director under the GATX Directors' Phantom Stock Plan ("Phantom Stock Plan") which in each case will be settled in common stock upon the expiration of the director's service on the Board.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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