EXHIBIT 10A

                      AMENDMENT NO. I TO THE THIRD AMENDED
                    AND RESTATED REVOLVING CREDIT AGREEMENT

          This AMENDMENT NUMBER ONE TO THE THIRD AMENDED AND RESTATED  REVOLVING
CREDIT  AGREEMENT  (this  "Amendment") is made as of April 21, 1995 by and among
General  American  Transportation  Corporation,  a  New  York  corporation  (the
"Company"),  the undersigned  financial  institutions,  including  Bankers Trust
Company  ("BT"),  in their  capacities as lenders (the "Banks"),  and BT, in its
capacity as the Agent for the Banks.
          PRELIMINARY STATEMENT. The Company, the Banks and the Agent heretofore
entered into that certain Third Amended and Restated  Revolving Credit Agreement
dated as of March 31, 1994 (the "Credit Agreement").  The Company, the Banks and
the Agent have agreed to amend the Credit  Agreement as  hereinafter  set forth.
All capitalized  terms used but not defined herein have the meanings ascribed to
such terms in the Credit Agreement.
     SECTION 3- Amendments to Credit  Agreement.  The Credit Agreement is, as of
the date hereof, hereby amended as follows:
              (i) The following  new  definition is hereby added to Section 1.01
of the Credit Agreement in the appropriate alphabetical order:

                  "First Amendment Date" shall mean April 21, 1995.
             (ii)  The definition of "Maturity Date"  contained in  Section 1.01
         of the Credit Agreement is hereby deleted in its entirety and  replaced
         as follows:

                  "Maturity Date" shall mean April 21, 2000.

              (iii) The definition of "Required Banks" contained in Section 1.01
         of the Credit  Agreement is hereby deleted in its entirety and replaced
         as follows:
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                      "Required  Banks" shall mean at any time Banks  holding at
         least fifty-one  percent (51%) of the then aggregate  unpaid  principal
         amount  of  the  Loans,  or,  if  no  such  principal  amount  is  then
         outstanding,  Banks  having  at least  fifty-one  percent  (51%) of the
         aggregate Commitments.



         (iv) Section  2.05(b) of the Credit  Agreement is hereby deleted in its
entirety and replaced as follows:

              (b) The  Company  agrees to pay  interest in respect of the unpaid
         principal  amount of each  Eurodollar  Loan made to the  Company  on or
         after,  or then  outstanding on, the First Amendment Date from the date
         thereof (or from the First  Amendment Date if such  Eurodollar  Loan is
         already outstanding as of the First Amendment Date) to maturity of such
         Loan (whether by  acceleration  or otherwise) at a rate per annum which
         shall be equal to the Eurodollar Rate plus the percentage per annum set
         forth below  corresponding  to the higher of the Company's Bond Ratings
         as of the first day of the applicable Interest Period:

             Bond Ratings                    Percentage
          -------------------             -----------------
          A/A2                                    .200%
          A-/A3                                   .225%
          BBB+/Baal                               .250%
          BBB/Baa2                                .250%
          BBB-/Baa3 or below                      .375%
         (or unrated by
         either or both of
         the Agencies)

         ; provided,  that, the Company agrees to pay interest in respect of the
         unpaid  principal  amount of each  Eurodollar  Loan made to the Company
         prior to the  First  Amendment  Date from the date  thereof  to but not
         including the First Amendment Date (or to the earlier  maturity of such
         Eurodollar  Loan)  at a rate  per  annum  which  shall  be equal to the
         Eurodollar   Rate  plus  the  percentage  per  annum  set  forth  below
         corresponding  to the lower of the  Company's  Bond  Ratings  as of the
         first day of the applicable Interest Period:



                                  -2-


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           Bond Ratings                  Percentage
         -------------------           ---------------
         A/A2                                 .225%
         A-/A3                                .235%
         BBB+/Baal                            .240%
         BBB/Baa2                             .275%
         BBB-/Baa3 or below                   .400%
        (or unrated by
        either or both of
        the Agencies)

        (v)  Section 2. 10 (a) of the Credit Agreement is hereby deleted in  its
        entirety and replaced as follows:

              (a)  Facility  Fees.  The  Company  shall pay to the Agent for the
         account  of and pro  rata  distribution  to each  Bank a  facility  fee
         (collectively,  the "Facility  Fees") for the period  commencing on the
         First  Amendment Date and including the Maturity Date for such Bank (or
         such  earlier  date as the  Commitments  shall  have  been  terminated)
         computed,  subject to  Section 2. 10 (b) below,  at a rate equal to the
         percentage per annum set forth below which corresponds to the higher of
         the Company's  Bond Ratings as of the  applicable  payment date on such
         Bank's average daily Commitment during such quarter:

           Bond Ratings                             Percentage
       ----------------------------               ---------------
        A/A2                                             .100%
        A-/A3                                            .125%
        BBB+/Baal                                        .150%
        BBB/Baa2                                         .175%
        BBB-/Baa3 or below                               .225%
          (or unrated by
          either or both of
          the Agencies)

         ; provided, that, the Company shall pay to the Agent for the account of
         and pro rata  distribution  to each Bank a Facility  Fee for the period
         commencing on the Third Restatement Date to but not including the First
         Amendment  Date for such Bank (or such earlier date as the  Commitments
         shall have been terminated) computed, subject to Section 2.10(b) below,
         at a rate  equal to  the  percentage  per annum set forth  below  which
         corresponds  to the  lower of the  Company's  Bonds  Ratings  as of the
         applicable  payment date on such Bank's average daily Commitment during
         such quarter:

                                         -3-


<PAGE>


              Bond Ratings                     Percentage
          ---------------------            --------------
               A/A2                               .1250%
               A-/A3                              .1400%
               BBB+/Baal                          .1875%
               BBB/Baa2                           .2250%
               BBB-/Baa3 or below                 .2250%
              (or unrated by
              either or both of
              the Agencies)

Such  Facility  Fees shall be payable in  arrears on the last  Business  Day  of
each January,  April, July and October, and on the Maturity Date or such earlier
date as the Commitments shall be terminated.

     SECTION 2.  Representations  and  Warranties  of the  Company.  The Company
represents  and  warrants  to the Banks  and the  Agent (i) that the  execution,
delivery  and  performance  of  this  Amendment  and  the  consummation  of  the
transactions contemplated hereby by the Company have been duly authorized by all
necessary  corporate action, (ii) that all of the representations and warranties
of the Company  contained in the Credit  Agreement  or otherwise in writing,  or
deemed  (pursuant  to Section  3.01 of the Credit  Agreement)  to be made by the
Company or any of its officers under or in connection with the credit Agreement,
are, as of the date  hereof,  true and correct in all  material  respects  after
taking  into  account  any  changes  permitted  or  contemplated  by the  Credit
Agreement,  (iii)  that no  Event of  Default  or  Default  has  occurred  or is
continuing as of the date hereof, and (iv) that this Amendment is a legal, valid
and  binding  obligation  of the  Company  enforceable  against  the  Company in
accordance with its terms,  except as the enforcement  thereof may be subject to
(A)  the  effect  of  any  applicable  bankruptcy,  insolvency,  reorganization,
moratorium or similar laws affecting creditors' rights generally and (B) general
principles of
                                           -4-

<PAGE>

equity  (regardless  of whether such enforcement is  sought in  a proceeding  in
equity or at law).  
     SECTION 3. Reference to and Effect on the credit  Agreement.
          (a) Upon the  effectiveness  of Section I hereof,  on  and  after  the
date  hereof  each  reference  in  the  Credit  Agreement  to  "this  Agreement,
"hereunder,"  "hereof," "herein," or words of 1ike import, and each reference to
the Credit Agreement in the Notes and all other documents executed and delivered
in connection therewith  (collectively,  together with the Credit Agreement, the
"Loan  Documents")  shall mean and be a  reference  to the Credit  Agreement  as
amended hereby.
          (b) Except as specifically  amended above, the Credit  Agreement,  the
Notes and all other Loan Documents shall remain in full force and effect and are
hereby ratified and confirmed.
          (c) The execution,  delivery and effectiveness of this Amendment shall
not,  except as  expressly  provided  herein,  operate as a waiver of any right,
power or remedy of the Banks or the Agent under the Credit Agreement,  the Notes
or any of the other Loan Documents.
     SECTION 4, Costs,  Expenses and Taxes.  Pursuant to the  provisions  of the
Credit  Agreement,  the Company agrees to pay on demand all reasonable costs and
expenses of the Agent in connection with the preparation, execution and delivery
of this Amendment,  including the reasonable fees and out-of-pocket  expenses of
counsel with respect  thereto.  In addition,  the Company  shall pay any and all
stamp and other taxes and fees payable or determined to be
                                     -5-

<PAGE>

payable in connection  with the  execution  and delivery of this  Amendment  and
agrees to save the Banks and the Agent  harmless  from and  against  any and all
liabilities with respect to or resulting from any delay in paying or omission to
pay such taxes and fees.
     SECTION 5. Execution in Counterparts. This Amendment may be executed in any
number  of  counterparts  and  by  the  different  parties  hereto  on  separate
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken  together  shall  constitute  but one and the
same instrument.
     SECTION 6. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED
IN  ACCORDANCE  WITH THE LAWS OF THE  STATE OF NEW YORK,  WITHOUT  REGARD TO THE
INTERNAL CONFLICTS OF LAW PROVISIONS THEREOF.
     SECTION 7. Headings.  Section  headings  in  this  Amendment  are  included
herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purposes.
     SECTION 8.  Effectiveness of the Amendment.  The approval of each amendment
by each Bank pursuant to this Amendment is not conditioned  upon the approval of
any other amendment by any Bank pursuant to this Amendment.
                                    [signature pages follow]

                                         -6-


<PAGE>



                                    Amendment No. I to the
                                    Third Amended and Restated Revolving Credit
                                    Agreement dated as of April 21, 1995

          IN WITNESS  WHEREOF,  the parties hereto have caused this Amendment to
be duly executed and delivered by their proper and duly  authorized  officers as
of the day and year first above written.


                                 GENERAL AMERICAN TRANSPORTATION
                                   CORPORATION

                                 By: /s/E. Paul Dunn
                                    ----------------------------------------
                                 Its: Treasurer
                                    ----------------------------------------


                                 BANKERS TRUST COMPANY, in its
                                     individual capacity and as the Agent
                                 By: /s/Mary Jo Jolly
                                     -----------------------------------------
                                 Its: Assistant Vice President
                                     ----------------------------------------


                                 ABN AMRO BANK N.V.,
                                   CHICAGO BRANCH
                                 By:/s/David H. Hannah
                                    -----------------------------------------
                                 Its:Group Vice President
                                     ----------------------------------------
                                 By:/s/James M. Minich
                                    -----------------------------------------
                                 Its:Assistant Vice President
                                     ----------------------------------------

                                            -7-


<PAGE>


                             Amendment No. I to the
                             Third Amended and Restated Revolving Credit
                             Agreement dated as of April 21, 1995

                                        THE BANK OF NEW YORK

                                    By:/s/
                                        ----------------------------------------
                                    Its: Assiatant Vice President
                                         ---------------------------------------


                                        THE CHASE MANHATTAN BANK
                                           (NATIONAL ASSOCIATION)
                                    By: /s/Donna M. Schmitt
                                        ----------------------------------------
                                    Its: Vice President
                                        ----------------------------------------

                                       CHEMICAL BANK

                                    By: /s/Julie S. Long
                                        ----------------------------------------
                                    Its: Vice President
                                        ----------------------------------------

                                       THE FIRST NATIONAL BANK OF CHICAGO
                                    By: /s/William Artz
                                        ----------------------------------------
                                    Its: Assistant Vice President
                                        ----------------------------------------

                                       THE INDUSTRIAL BANK OF JAPAN. LTD

                                    By: /s/Hiroaki Nakamura
                                        ----------------------------------------
                                    Its: Joint General Manager
                                        ----------------------------------------
                                          -8-


<PAGE>

                                  Amendment No. I to the
                                  Third Amended and Restated Revolving Credit
                                  Agreement dated as of April 21, 1995

                                    MELLON BANK, N.A.

                             By: /s/
                                 -----------------------------------------
                             Its: Vice President
                                 ----------------------------------------


                                 BANK OF MONTREAL

                             By: /s/Randall B. Becker
                                 -----------------------------------------
                             Its: Managing Director
                                 ----------------------------------------

                                SWISS BANK CORPORATION

                             By: /s/William A. McDonnell
                                 -----------------------------------------
                             Its: Associate Director, Merchant Banking
                                 ----------------------------------------
                             By: /s/Nancy A. Russell
                                 -----------------------------------------
                             Its: Associate Director, Merchant Banking
                                 ----------------------------------------


                                   CITIBANK, N.A.
                             By: /s/Barbara A. Cohen
                                 -----------------------------------------
                             Its: Vice President
                                 ----------------------------------------

                                   J.P. MORGAN DELAWARE

                            By: /s/Jacqlyn Kennedy Sisson
                                 -----------------------------------------
                            Its: Associate
                                  ----------------------------------------

                                                 -9-


<PAGE>