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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10Q/A


[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934.......For the period ended September 30, 1998

                                       OR

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

                        Commission File Number 33-44946

                           RAILCAR TRUST NO. 1992-1
            (Exact name of Registrant as specified in its charter)

                 Delaware                                  36-3822700
     (State or other jurisdiction of                    (I.R.S. Employer
      Incorporation or organization)                   Identification No.)

                         c/o Wilmington Trust Company
                              Rodney Square North
                              1100 N. Market St.
                          Wilmington, Delaware 19890
             (Address of principal executive offices and ZIP code)

Registrant's telephone number, including area code:  (302) 651-1000

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

 
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Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                                Yes  X      No
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ITEM 2.     Management's Discussion and Analysis of Financial Condition and
            Results of Operations

Financial Liquidity and Capital Resources

Substantially all of the physical property of the Trust, consisting primarily of
railcars, was contributed to the Partnership of which the Trust is a 98.99%
partner. At such time, the Partnership assumed the Assumed Indebtedness. The
Partnership then leased to the Lessee all of the property contributed by the
Trust, along with other railcars it received as a contribution from its other
partners. Financing of the Trust was accomplished by issuance of $998 million of
Trust Notes secured by the Trust's ownership interest in the Partnership. No new
borrowings have occurred during 1998.

Debt Maturities and Repayments

Current maturities of long-term debt of $99.4 million at September 30, 1998
represent debt which is being serviced from the cash flow from the leases.

Results of Operations

Fixed rental receipts by the Partnership under the Leases are used to service
the Assumed Indebtedness and other expenses of the Partnership. Remaining
Partnership available cash is distributed to the partners, the Trust's share of
which must be used by the Trust to service the Trust Notes.

During the first nine months of 1998 and 1997, on a consolidated basis the Trust
received rental revenues of $120.0 and $115.5 million, respectively, pursuant to
the Leases.  Operating income was $82.4 and $77.9 million for the first nine
months of 1998 and 1997, respectively. Interest expense, net, was $44.2 million
and $49.8 million for the first nine months of 1998 and 1997, respectively.  The
reduction of interest expense was due to scheduled repayments of Trust Notes and
Assumed Indebtedness. Consolidated net income of the Trust was $37.6 million and
$27.5 million for the first nine months of 1998 and 1997, respectively.

The Trust generated $93.6 million in cash from operating activities during the
first nine months of 1998. Those amounts were used to repay the Assumed
Indebtedness and the Trust Notes as payments became due. Of the net cash from
operating activities, $87.1 million was used in order to reduce borrowings and
$1.2 million was distributed to the minority interests in the Partnership. The
principal amount outstanding under the Assumed Indebtedness was decreased by
$18.8 million to a total of $28.7 million at quarter-end, and the principal
amount outstanding under the Trust Notes was decreased by $68.2 million to a
total amount of $665.6 million at quarter-end.

During the first nine months of 1998, $5,268 thousand of 1996 Additional Rent
was distributed to the holders of the Beneficial Interests in the Trust.

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Impact of the Year 2000

The Year 2000 Issue is the result of computer programs being written using two
digits rather than four to define the applicable year. Due to the nature of the
Trust, the Year 2000 implications are not material. The railcars owned by the
Trust are leased on a twelve-year contract expiring in 2004. The Trust received
quarterly lease payments totaling $153 million that provided the majority of the
revenue. The Trust was designed to operate solely on the lease payments. The
Trust's exposure to the Year 2000 is the possible impact on any Additional Rent.
Additional Rent can be received by the Trust if income generated by the railcars
exceeds specific contractual parameters. Additional Rent could be reduced or
eliminated if the Year 2000 problems result in a decline in railcar usage. While
it is beyond the ability of the Trust to forecast the effect, the impact will
not affect the Trust's ability to repay its indebtedness.

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                                  SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

April 22, 1999                         RAILCAR TRUST NO. 1992-1



                                       By:  /s/ David A. Vanskey, Jr.
                                            -------------------------

 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the date indicated.



                  Signature                                    Date
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          /s/ David A. Vanskey, Jr.                           4/22/99
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            David A. Vanskey, Jr.
           Assistant Vice President
 
            /s/ Bruce L. Bisson                               4/22/99
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              Bruce L. Bisson
               Vice President
                                        
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