UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(Dd) OF THE ~~SECURITIES EXCHANGE ACT OF 1934~~

~~Date~~SECURITIES ofEXCHANGE ~~Report~~ACT ~~(Date~~OF of1934 ~~earliest event reported): June 16, 2005~~

Date of Report (Date of earliest event reported): January 1, 2007

UNION TANK CAR COMPANY

(Exact name of registrant as specified in its charter)

Delaware

1-5666

36-3104688

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

225 W. Washington Street Chicago, Illinois		60606
(Address of principal executive offices)		(Zip Code)

225 W. Washington Street

Chicago, Illinois 60606

(Address of principal executive offices) (Zip Code)

(312) 372-9500

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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

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

Item 15.0102 ~~Entry~~- ~~into~~Departure aof ~~Material~~Directors ~~Definitive~~or ~~Agreement~~Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

On(b) ~~June~~Effective 16January 1, ~~2005~~2007, Frank D. Lester has been named UTLX Group Vice President and is no longer serving as the President–Tank Car Division of Union Tank Car Company (the “Company”). ~~entered into~~He remains a ~~note~~Vice ~~purchase~~President ~~agreement~~of (the ~~“Note~~Company. ~~Purchase~~The ~~Agreement”),~~Company ~~pursuant~~anticipates tothat ~~which~~Mr. Lester ~~the~~will ~~Company~~continue ~~issued~~to ~~$311~~be ~~million~~employed in these ~~aggregate~~non-executive ~~principal~~officer ~~amount~~positions ofuntil ~~its~~his ~~senior,~~contemplated ~~unsecured~~retirement ~~notes~~at (the ~~“Notes”)~~end of 2007.

~~The~~SIGNATURE Notes bear interest at a fixed rate of 4.71% per annum, which is payable semi-annually on May 15 and November 15, commencing on November 15, 2005, until maturity. In addition, the Company is required to make annual principal payments on the Notes in the amount of $28,272,727.27 beginning on May 15, 2010, and continuing on each May 15 thereafter until maturity. The notes mature on May 15, 2020, at which time all remaining principal of the Notes is due and payable in full. The payment obligations of the Company under the Note Purchase Agreement and the Notes rank pari passu with all of the Company’s other outstanding unsecured and unsubordinated indebtedness.

~~The~~Pursuant ~~Company has the right, at any time,~~ to ~~prepay~~ the ~~notes~~requirements ~~in full or, from time to time, to prepay a portion~~ of the ~~notes~~Securities ~~equal~~Exchange toAct ~~at least 5%~~ of ~~the aggregate principal amount of the Notes then outstanding~~1934, ~~by paying~~ the ~~holders~~Registrant ofhas ~~the~~duly ~~notes~~caused anthis ~~amount~~report ~~equal~~ to ~~100% of the principal amount to~~ be ~~prepaid,~~signed ~~plus~~on ~~any~~its ~~make-whole~~behalf ~~amount due in connection with the prepayment. In general, the make-whole amount is the amount~~ by ~~which~~ the ~~discounted~~undersigned ~~value~~hereunto ofduly ~~the remaining payments relating to the principal amount to be prepaid (determined in accordance with the terms of the Note Purchase Agreement) exceeds the principal amount to be prepaid~~authorized.

The Note Purchase Agreement contains customary events of default, including non-payment of principal or make-whole amount, interest, fees or other amounts; violation of covenants; inaccuracy of representations and warranties; certain bankruptcy events; cross-defaults to other material indebtedness and certain ERISA-related events. The occurrence of any such event of default could lead to an acceleration of the Company’s obligations under the Notes.


Date: January 3, 2007

UNION TANK CAR COMPANY (Registrant)

By:		/s/ Mark J. Garrette
Name:		Mark J. Garrette
Title:		Vice President (principal financial officer and principal accounting officer)

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

See the description of the Note Purchase Agreement in Item 1.01 above which is incorporated by reference into this Item 2.03.

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 hereunto duly authorized.

Date: June 17, 2005

UNION TANK CAR COMPANY (Registrant) By: /s/ Mark J. Garrette Name: Mark J. Garrette Title: Vice President (principal financial officer and principal accounting officer)

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