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FILED PURSUANT TO RULE 424(b)(5)
REGISTRATION NO. 33-64697
PRICING SUPPLEMENT No. 2 DATED May 11, 2000
(To Prospectus dated December 7, 1995 and Prospectus Supplement dated
January 26, 1996)
GATX RAIL CORPORATION
MEDIUM-TERM NOTES, SERIES F
DUE NINE MONTHS OR MORE FROM DATE OF ISSUE
FIXED RATE NOTES
Principal Amount: $10,000,000.00 Issue Price: 100%
CUSIP Number: 368839 GK 6
Agent Commission: $15,000.00
Net Proceeds: $9,985,000.00
Original Issue Date: May 16, 2000 Stated Maturity Date: May 17, 2001
Form: _x_ Book-Entry ___ Certificated
Interest Rate: 7.75%
Interest Payment Dates:
Semi-annually on each May 17 and November 17, commencing November 17, 2000
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. Incorporated
Acting as: _____ Agent 100% price to purchaser(s)
__x__ Principal __x__ To be reoffered to the public initially at 100%
_____ 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
