<PAGE> 1
EXHIBIT 12
GATX RAIL CORPORATION AND SUBSIDIARIES
COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES (UNAUDITED)
(IN MILLIONS, EXCEPT FOR RATIOS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
--------------------- -----------------------
2000 1999 2000 1999
------- ------- -------- --------
<S> <C> <C> <C> <C>
Earnings available for fixed charges:
Net income $ 28.4 $ 29.3 $ 84.8 $ 85.5
Add (deduct):
Income taxes 17.5 19.2 50.2 54.7
Share of affiliates' earnings, net of
distributions received (5.2) (3.9) (10.3) (16.6)
Interest on indebtedness and
amortization of debt discount
and expense 29.0 27.8 89.2 81.3
Amortization of capitalized interest .3 .3 1.0 1.0
Portion of rents representative of interest
factor (deemed to be one-third) 13.3 9.6 35.0 28.6
------- ------- -------- --------
Total earnings available for fixed charges $ 83.3 $ 82.3 $ 249.9 $ 234.5
======= ======= ======== ========
Fixed Charges:
Interest on indebtedness and
amortization of debt discount
and expense $ 29.0 $ 27.8 $ 89.2 $ 81.3
Capitalized interest .1 .2 .4 .6
Portion of rents representative of interest
factor (deemed to be one-third) 13.3 9.6 35.0 28.6
------- ------- -------- --------
Total fixed charges $ 42.4 $ 37.6 $ 124.6 $ 110.5
======= ======= ======== ========
Ratio of earnings to fixed charges (a) 1.96x 2.19x 2.01x 2.12x
</TABLE>
(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 amortization of debt discount and expense,
adjusted for capitalized interest and one-third (the proportion deemed
representative of the interest factor) of operating lease expense.
"Earnings" consist of consolidated net income before income taxes and fixed
charges, less share of affiliates' earnings, net of distributions received.
