July 15, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: General American Railcar Corporation II (the "Company")
Registration Statement on Form S-3
Registration No. 333-58731 (the "Registration Statement")
Ladies and Gentlemen:
Pursuant to Rule 473(c) under the Securities Act of 1933, as amended,
this letter is submitted on behalf of the Company to add the following delaying
amendment to the Company's above-referenced Registration Statement:
"The registrant hereby amends this registration statement on
such date or dates as may be necessary to delay its effective date
until the registrant shall file a further amendment which specifically
states that this registration statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933
or until the registration statement shall become effective on such date
as the Commission, acting pursuant to said Section 8(a), may
determine."
Please contact the undersigned at 312-609-7686 if you have any
questions.
Very truly yours,
/s/ JENNIFER R. EVANS
Jennifer R. Evans
cc: Julie Griffith, Special Counsel
Division of Corporation Finance
