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                                                                      EXHIBIT 12

          GENERAL AMERICAN TRANSPORTATION CORPORATION AND SUBSIDIARIES

               COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES
                        (IN MILLIONS, EXCEPT FOR RATIOS)
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                                                                1998            1997           1996          1995           1994
                                                           ------------    ------------    -----------   ------------   -----------
<S>                                                        <C>             <C>             <C>           <C>            <C>    
Earnings available for fixed charges:
  Net income (loss)                                        $       99.9    $     (41.2)    $      80.3   $      93.9    $      87.0
Add (deduct):
  Income taxes expense (benefit)                                   54.3          (20.7)           41.3          47.2           42.7
  Share of affiliates' earnings, net of
      distributions received                                      (10.7)          (9.0)           (9.6)        (12.8)         (14.2)
  Interest on indebtedness and amortization of
      debt discount and expense                                   112.8          118.4           109.1          93.2           76.5
  Amortization of capitalized interest                              1.4            1.4             1.1           1.1            1.1
  Portion of rents representative of interest
      factor (deemed to be one-third)                              33.7           30.0            27.0          21.7           16.8
                                                           ------------    -----------     -----------   -----------    -----------

Total earnings available for fixed charges                 $      291.4    $      78.9     $     249.2   $     244.3    $     209.9
                                                           ============    ===========     ===========   ===========    ===========


Fixed charges:
  Interest on indebtedness and amortization of
      debt discount and expense                            $      112.8    $     118.4     $    109.1    $      93.2    $      76.5
  Capitalized interest                                              1.3             .9            3.7            4.6            2.7
  Portion of rents representative of interest
      factor (deemed to be one-third)                              33.7           30.0           27.0           21.7           16.8
                                                           ------------    -----------     -----------   -----------    -----------

  Total fixed charges                                      $      147.8    $     149.3     $    139.8    $     119.5    $      96.0
                                                           ============    ===========     ===========   ===========    ===========
Ratio of earnings to fixed charges (A)                            1.97x           .53x(B)       1.78x          2.04x           2.19x

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(A)   The ratio of earnings to fixed charges represents the number of times
      "fixed charges" are covered by "earnings." "Fixed charges" consist of
      interest on outstanding debt and capitalized interest, one-third (the
      proportion deemed representative of the interest factor) of rentals, and
      amortization of debt discount and expense. "Earnings" consist of
      consolidated net income before income taxes and fixed charges, less equity
      in net earnings of affiliated companies, net of distributions received.

(B)  In 1997, net loss included restructuring charges of $123.8 million.
     Excluding the charges, the "ratio of earnings to fixed charges" was 1.77x.
     See Note O - Restructuring Charges.