~~Table~~UNITED ofSTATES SECURITIES ~~Contents~~AND EXCHANGE COMMISSION

~~UNITED~~Washington, ~~STATES SECURITIES~~D.C. ~~AND EXCHANGE COMMISSION~~20549

~~Washington,~~FORM ~~D.C.~~8-K ~~20549~~

~~Form 8-K~~CURRENT REPORT

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

~~PURSUANT~~Date TOof ~~SECTION~~report ~~13 OR 15~~ (~~d) OF THE~~Date ~~SECURITIES~~of ~~EXCHANGE~~earliest ~~ACT~~event OFreported): ~~1934~~March 28, 2005

~~Date~~GATX ofFinancial ~~Report (Date of Earliest Event Reported) May 18, 2004~~Corporation

~~GATX~~(Exact ~~Financial~~name ~~Corporation~~of registrant as specified in its charter)

(Exact Name of Registrant as Specified in its Charter)


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)		(Zip Code)

Delaware		1-8319		94-1661392
(State or other jurisdiction of incorporation)		(Commission file number)		(I.R.S. employer identification number)

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

~~500~~Check ~~West~~the ~~Monroe~~appropriate ~~Street, Chicago,~~box ~~Illinois~~below ~~60661~~if the Form 8-~~3676~~K filing is intended to simultaneously satisfy the ~~(Address~~obligation of ~~principal~~the ~~executive~~registrant ~~offices)~~under any of the following provisions:

~~Registrant’s~~¨ ~~telephone~~Written ~~number,~~communication ~~including~~pursuant ~~area~~to ~~code~~Rule 425 under the Securities Act (~~312~~17 CFR 230.425) ~~621-6200~~

~~TABLE~~¨ OFSoliciting ~~CONTENTS~~material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

	Item 5. Other Events
	Item 7. Financial Statements and Exhibits
SIGNATURE
Credit Agreement

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

~~Table~~¨ ofPre-commencement ~~Contents~~communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 58.01. Other Events.

On ~~May~~March 1828, ~~2004~~2005, GATX Financial Corporation ~~entered~~(GFC) issued ~~into~~ a ~~Credit~~press ~~Agreement~~release ~~for~~announcing ~~$545,000,000~~that ~~comprised~~it ofis aoffering ~~$445,000,000~~to ~~3-year~~purchase ~~senior~~any ~~unsecured~~and ~~revolving facility~~all ~~maturing~~of inthe ~~May 2007,~~outstanding ~~and~~principal aamount ~~$100,000,000~~of ~~5-year~~its ~~senior~~7 ~~unsecured~~3/4% ~~term~~Notes ~~loan~~due December 1, ~~with~~2006 aand ~~delayed~~6 ~~draw~~7/8% ~~feature,~~Notes ~~maturing~~due ~~in May~~December ~~2009.~~15, ~~The new agreement replaces three separate revolving credit facilities previously in place at GATX Financial Corporation~~2006.

Item 79.01. Financial Statements and Exhibits.

~~99 $545,000,000.00 Credit Agreement dated May 18, 2004 among GATX~~ (a) Financial ~~Corporation,~~statements ~~the lenders listed therein, Citicorp, USA Inc. and Citigroup Global Markets Inc. as Administrative Agent, Lead Arranger and Book Manager, J.P. Morgan Chase Bank and Bank~~ of ~~America~~businesses ~~as Co-Syndication Agents, and Calyon and Deutsche Bank as Co-Documentation Agents submitted to the SEC along with the electronic submission of this Form 8-K~~acquired.

~~Table~~ Not ~~of Contents~~applicable.

~~SIGNATURE~~ (b) Pro Forma Financial Information.

~~Pursuant~~ Not ~~to the requirements of the Securities Exchange Act of 1934, the~~applicable ~~Registrant has duly caused this report to be signed on its behalf by the~~ ~~undersigned, thereunto duly authorized.~~

~~GATX FINANCIAL CORPORATION~~ (~~Registrant~~c) ~~/s/ Brian A. Kenney Brian A. Kenney Senior Vice President and Chief Financial Officer (Duly Authorized Officer)~~ Exhibits

~~Date:~~ See ~~May~~Exhibit ~~24,~~Index ~~2004~~included herewith.

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 FINANCIAL
CORPORATION
———————————
(Registrant)

/s/ Robert C. Lyons
———————————
Robert C. Lyons
Vice-President, Chief Financial Officer
(Duly Authorized Officer)

Date: March 28, 2005

EXHIBIT INDEX


Exhibit No.		Description

99.1		Press Release of GATX Financial Corporation dated March 28, 2005.

Filing Compare · GATX FINANCIAL CORP