GENERAL AMERICAN TRANSPORTATION CORP /NY/
424B5, 1994-06-17
TRANSPORTATION SERVICES
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                                        Filed Pursuant to Rule 424(b)(5)
                                        Registration No. 33-52301


PRICING SUPPLEMENT NO.  3    DATED   June 17, 1994 

(To Prospectus dated February 25, 1994 and Prospectus Supplement dated March
24, 1994)

General American Transportation Corporation

Medium-Term Notes, Series E
Due Nine Months or More From Date of Issue


FIXED RATE NOTES

Principal Amount:  $10,000,000.00                         Issue Price:  100%

Original Issue Date:  June 23, 1994     Stated Maturity Date:  June 22, 2001 

Form:  X  Book-Entry       Certificated
      ---              --- 

Interest Rate:  7.64%

Interest Payment Dates:
      Semi-annually on each June 15 and December 15, commencing December 15,
      1994

Optional Interest Rate Reset:      Yes   X  No
                               ---      --- 
      Optional Reset Dates:

Optional Extension of Maturity:      Yes   X  No
                                 ---      ---
      Extension Period:
      Number of Extension Periods:
      Final Maturity Date:

Redemption, Optional Repayment and/or Other Provisions (if applicable):

      The Notes are not repayable at the option of the holder prior to maturity
and are not subject to mandatory or optional redemption.

Morgan Stanley & Co., Inc.

Acting as:      Agent               % price to purchaser(s)
             ---                 ---

             X  Principal            To be reoffered to the public
            ---                  ---  
                                initially at 100%
                                  X  To be reoffered at varying prices
                                 ---
                                related to prevailing market prices
                                     To be reoffered to dealers with a
                                 ---   
                                reallowance not to exceed     % of the
                                                           --- 
                                Commission or Fee
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