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Icahn Carl C · SC 13D · Greenbrier Companies Inc · On 2/4/08

Filed On 2/4/08 10:07am ET · SEC File 5-48659 · Accession Number 928475-8-33

  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

 2/04/08  Icahn Carl C                      SC 13D                 1:11   Greenbrier Companies Inc          Highcrest Investors Corp

General Statement of Beneficial Ownership · Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership             11     38K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer Identity and Background Interest in Securities of the Issuer Material to be Filed as Exhibits Purpose of Transaction Security and Issuer Source and Amount of Funds or Other Consideration
1	1st Page
8	Item 1. Security and Issuer
"	Item 2. Identity and Background
"	Item 3. Source and Amount of Funds or Other Consideration
"	Item 4. Purpose of Transaction
"	Item 5. Interest in Securities of the Issuer
"	Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer
"	Item 7. Material to be Filed as Exhibits

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

 Under the Securities Exchange Act of 1934
(Amendment No.__)*

The Greenbrier Companies, Inc.
(Name of Issuer)

 Common Stock, Without Par Value
(Title of Class of Securities)

 393657101
(CUSIP Number)

Marc Weitzen, Esq.
Icahn Associates Corp.
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4388
 (Name, Address and Telephone Number of Person Authorized to
 Receive Notices and Communications)

January 25, 2008
 (Date of Event which Requires Filing of this Statement)

If the filing person has previously  filed a statement on Schedule 13G to report
the  acquisition  that is the subject of this  Schedule  13D, and is filing this
schedule because of Section  240.13d-1(e),  240.13d-1(f) or 240.13d-1(g),  check
the following box / /.                                                          

NOTE:  Schedules  filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.                                                  

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent   amendment   containing   information  which  would  alter
disclosures provided in a prior cover page.                                     

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).                                                                         

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SCHEDULE 13D

CUSIP No.  393657101                                                            

1  NAME OF REPORTING PERSON                                                     
Carl C. Icahn                                                       

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                             
(a) / /                                                             
(b) / /                                                             

3  SEC USE ONLY                                                                 

4  SOURCE OF FUNDS                                                              

5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO         
   ITEMS 2(d) or 2(e)                                                        / /

6  CITIZENSHIP OR PLACE OF ORGANIZATION                                         
United States of America                                            

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:              

7  SOLE VOTING POWER                                                            
0                                                                   

8  SHARED VOTING POWER                                                          
1,530,000                                                           

9  SOLE DISPOSITIVE POWER                                                       
0                                                                   

10 SHARED DISPOSITIVE POWER                                                     
1,530,000                                                           

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                 
1,530,000                                                           

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     / /

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                           
9.45%                                                               

14 TYPE OF REPORTING PERSON                                                     
IN                                                                  

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SCHEDULE 13D

CUSIP No.  393657101                                                            

1  NAME OF REPORTING PERSON                                                     
ARI Longtrain Inc.                                                  

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                             
(a) / /                                                             
(b) / /                                                             

3  SEC USE ONLY                                                                 

4  SOURCE OF FUNDS                                                              
WC                                                                  

5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO         
   ITEMS 2(d) or 2(e)                                                        / /

6  CITIZENSHIP OR PLACE OF ORGANIZATION                                         
Delaware                                                            

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:              

7  SOLE VOTING POWER                                                            
1,530,000                                                           

8  SHARED VOTING POWER                                                          
0                                                                   

9  SOLE DISPOSITIVE POWER                                                       
1,530,000                                                           

10 SHARED DISPOSITIVE POWER                                                     
0                                                                   

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                 
1,530,000                                                           

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     / /

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                           
9.45%                                                               

14 TYPE OF REPORTING PERSON                                                     
CO                                                                  

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SCHEDULE 13D

CUSIP No.  393657101                                                            

1  NAME OF REPORTING PERSON                                                     
American Railcar Industries, Inc.                                   

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                             
(a) / /                                                             
(b) / /                                                             

3  SEC USE ONLY                                                                 

4  SOURCE OF FUNDS                                                              
WC                                                                  

5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO         
   ITEMS 2(d) or 2(e)                                                        / /

6  CITIZENSHIP OR PLACE OF ORGANIZATION                                         
Delaware                                                            

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:              

7  SOLE VOTING POWER                                                            
0                                                                   

8  SHARED VOTING POWER                                                          
1,530,000                                                           

9  SOLE DISPOSITIVE POWER                                                       
0                                                                   

10 SHARED DISPOSITIVE POWER                                                     
1,530,000                                                           

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                 
1,530,000                                                           

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     / /

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                           
9.45%                                                               

14 TYPE OF REPORTING PERSON                                                     
CO                                                                  

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SCHEDULE 13D

CUSIP No.  393657101                                                            

1  NAME OF REPORTING PERSON                                                     
Modal LLC                                                           

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                             
(a) / /                                                             
(b) / /                                                             

3  SEC USE ONLY                                                                 

4  SOURCE OF FUNDS                                                              

5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO         
   ITEMS 2(d) or 2(e)                                                        / /

6  CITIZENSHIP OR PLACE OF ORGANIZATION                                         
Delaware                                                            

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:              

7  SOLE VOTING POWER                                                            
0                                                                   

8  SHARED VOTING POWER                                                          
1,530,000                                                           

9  SOLE DISPOSITIVE POWER                                                       
0                                                                   

10 SHARED DISPOSITIVE POWER                                                     
1,530,000                                                           

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                 
1,530,000                                                           

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     / /

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                           
9.45%                                                               

14 TYPE OF REPORTING PERSON                                                     
OO                                                                  

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SCHEDULE 13D

CUSIP No.  393657101                                                            

1  NAME OF REPORTING PERSON                                                     
Hopper Investments LLC                                              

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                             
(a) / /                                                             
(b) / /                                                             

3  SEC USE ONLY                                                                 

4  SOURCE OF FUNDS                                                              

5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO         
   ITEMS 2(d) or 2(e)                                                        / /

6  CITIZENSHIP OR PLACE OF ORGANIZATION                                         
Delaware                                                            

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:              

7  SOLE VOTING POWER                                                            
0                                                                   

8  SHARED VOTING POWER                                                          
1,530,000                                                           

9  SOLE DISPOSITIVE POWER                                                       
0                                                                   

10 SHARED DISPOSITIVE POWER                                                     
1,530,000                                                           

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                 
1,530,000                                                           

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     / /

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                           
9.45%                                                               

14 TYPE OF REPORTING PERSON                                                     
OO                                                                  

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SCHEDULE 13D

CUSIP No.  393657101                                                            

1  NAME OF REPORTING PERSON                                                     
Barberry Corp.                                                      

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                             
(a) / /                                                             
(b) / /                                                             

3  SEC USE ONLY                                                                 

4  SOURCE OF FUNDS                                                              

5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO         
   ITEMS 2(d) or 2(e)                                                        / /

6  CITIZENSHIP OR PLACE OF ORGANIZATION                                         
Delaware                                                            

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:              

7  SOLE VOTING POWER                                                            
0                                                                   

8  SHARED VOTING POWER                                                          
1,530,000                                                           

9  SOLE DISPOSITIVE POWER                                                       
0                                                                   

10 SHARED DISPOSITIVE POWER                                                     
1,530,000                                                           

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                 
1,530,000                                                           

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     / /

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                           
9.45%                                                               

14 TYPE OF REPORTING PERSON                                                     
OO                                                                  

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SCHEDULE 13D

Item 1. Security and Issuer                                                     

     This  statement  relates  to the  Common  Stock,  without  par  value  (the
"Shares"),  issued by The Greenbrier Companies, Inc. (the "Issuer"). The address
of the  principal  executive  offices of the Issuer is One  Centerpointe  Drive,
Suite 200, Lake Oswego, OR 97035.                                               

Item 2. Identity and Background                                                 

     The persons  filing  this  statement  are ARI  Longtrain  Inc.,  a Delaware
corporation  ("Longtrain"),   American  Railcar  Industries,  Inc.,  a  Delaware
corporation  ("ARI"),  Hopper  Investments  LLC,  a Delaware  limited  liability
company ("Hopper"),  Barberry Corp., a Delaware corporation ("Barberry"),  Modal
LLC,  a  Delaware  limited   liability  company  ("Modal")  and  Carl  C.  Icahn
(collectively, the "Reporting Persons").                                        

     The principal business address of each of (i) Hopper,  Barberry,  Modal and
ARI Longtrain is White Plains  Plaza,  445 Hamilton  Avenue - Suite 1210,  White
Plains, NY 10601, (ii) ARI is 100 Clark Street,  St. Charles,  MO 63301 and (ii)
Mr. Icahn is c/o Icahn Associates Corp., 767 Fifth Avenue, 47th Floor, New York,
NY 10153.                                                                       

     ARI is the sole  stockholder  of Longtrain.  Hopper owns 9.9% of the common
stock of ARI.  Barberry is the sole  stockholder of Hopper.  Modal owns 20.1% of
the common stock of ARI. Mr.  Icahn  directly  owns 23.7% of the common stock of
ARI.  Mr.  Icahn is the sole  stockholder  of Barberry and is the sole member of
Modal. In the aggregate,  Mr. Icahn beneficially owns approximately 53.7% of the
common stock of ARI. As such, Mr. Icahn is in a position indirectly to determine
the investment and voting decisions made by each of the Reporting Persons.      

     Each of Hopper  and  Barberry  is  primarily  engaged  in the  business  of
investing in and/or holding  securities of various  entities.  Each of Modal and
Longtrain is primarily  engaged in the business of investing in securities.  ARI
is primarily engaged in the business of manufacturing and servicing of railcars.

     Mr. Icahn's  present  principal  occupation or employment is serving as (i)
Chief Executive  Officer of Icahn Capital LP, a wholly owned subsidiary of Icahn
Enterprises  L.P.,  through which Mr. Icahn manages various  private  investment
funds,  including  Icahn Partners LP, Icahn Master Fund LP, Icahn Master Fund II
LP and Icahn Master Fund III LP, (ii) Chairman of the Board of Icahn Enterprises
G.P.  Inc.,  the general  partner of Icahn  Enterprises  L.P.,  a New York Stock
Exchange listed diversified  holding company engaged in a variety of businesses,
including investment  management,  metals, real estate, gaming and home fashion,
and (iii) Chairman of the Board and a director of Starfire  Holding  Corporation
("Starfire"),  a holding  company engaged in the business of investing in and/or
holding  securities  of various  entities,  and as  Chairman  of the Board and a
director of various of Starfire's subsidiaries.                                 

     The name,  citizenship,  present  principal  occupation or  employment  and
business address of each director and executive officer of the Reporting Persons
are set forth in Schedule A attached hereto.                                    

     None of the  Reporting  Persons  nor any  manager,  director  or  executive
officer of the  Reporting  Persons,  has,  during the past five years,  (a) been
convicted in a criminal  proceeding  (excluding  traffic  violations  or similar
misdemeanors),  or (b)  been a party  to a civil  proceeding  of a  judicial  or
administrative body of competent jurisdiction and as a result of such proceeding
was or is  subject  to a  judgment,  decree  or  final  order  enjoining  future
violations of, or prohibiting,  or mandating  activities  subject to, Federal or
State securities laws or a finding of any violation with respect to such laws.  

Item 3. Source and Amount of Funds or Other Consideration                       

     From January 8, 2008 to January 25, 2008,  Longtrain purchased an aggregate
of 1,530,000  Shares in the open market for  $27,857,348.  The source of funding
for the  purchase  of these  shares was the general  working  capital of ARI and
Longtrain.                                                                      

Item 4. Purpose of Transaction                                                  

     The  Reporting  Persons  acquired  their  positions  in their Shares in the
belief that they are undervalued.  On February 1, 2008,  Representatives  of the
Reporting  Persons  notified the Chief Executive  Officer of the Issuer that the
Reporting  Persons  acquired  the  Shares  and that the  Reporting  Persons  are
interested  in having  discussions  with the Issuer  about a  possible  business
combination  of the Issuer and ARI. The  Reporting  Persons made no offer to the
Issuer  nor  did  they  suggest  that an  offer  would  be  forthcoming  or,  if
forthcoming,  when that would take place,  what the structure of the offer would
be, or what would be the value thereof.                                         

     The  Reporting  Persons  may,  from time to time and at any  time,  acquire
additional  Shares in the open  market or  otherwise,  and reserve the right to,
dispose of any, or all, of their Shares in the open market or otherwise,  at any
time and from time to time, and to engage in any hedging or similar transactions
with respect to the Shares.                                                     

Item 5. Interest in Securities of the Issuer                                    

     (a)  The  Reporting  Persons  may be deemed  to  beneficially  own,  in the
          aggregate,  1,530,000 Shares,  representing approximately 9.45% of the
          Issuer's  outstanding  Shares (based upon the 16,183,863 Shares stated
          to be  outstanding as of January 3, 2008 by the Issuer in the Issuer's
          Form 10-Q for the quarter  ended  November  30,  2007,  filed with the
Securities and Exchange Commission).                        

     (b)  Longtrain has sole voting power and sole dispositive power with regard
          to 1,530,000  Shares.  Each of ARI,  Hopper,  Modal,  Barberry and Mr.
          Icahn has shared voting power and shared dispositive power with regard
to such Shares.                                             

          Each of ARI, Hopper, Modal, Barberry and Mr. Icahn, by virtue of their
          relationships  to Longtrain (as disclosed in Item 2), may be deemed to
          indirectly  beneficially  own (as that term is  defined  in Rule 13d-3
          under the Act) the Shares which Longtrain directly  beneficially owns.
          Each  of  ARI,  Hopper,   Modal,  Barberry  and  Mr.  Icahn  disclaims
beneficial ownership of such Shares for all other purposes. 

     (c)  The following table sets forth all transactions with respect to Shares
          effected  during  the past  sixty  (60)  days by any of the  Reporting
          Persons. Except as otherwise indicated, all transactions were effected
          in the open market,  and the table  includes  commissions  paid in per
share prices.                                               

Name              Date           Shares              Price Per                  
           Purchased           Share
----------- ------------------ --------------- ---------------------            
Longtrain     January 8, 2008     460,000           $18.1286                    
----------- ------------------ --------------- ---------------------            
Longtrain     January 9, 2008     184,200           $18.2118                    
----------- ------------------ --------------- ---------------------            
Longtrain    January 10, 2008     120,200           $19.5393                    
----------- ------------------ --------------- ---------------------            
Longtrain    January 11, 2008      35,600           $19.2783                    
----------- ------------------ --------------- ---------------------            
Longtrain    January 24, 2008     300,600           $17.5984                    
----------- ------------------ --------------- ---------------------            
Longtrain    January 25, 2008     429,400           $18.2547                    
----------- ------------------ --------------- ---------------------            

Item 6. Contracts, Arrangements,  Understandings or Relationship with Respect to
Securities of the Issuer                                        

     The Reporting Persons have entered into a number of derivative  agreements,
commonly  known as Total Return Swaps,  with  counterparties,  which  agreements
provide  that the  profit  to the  Reporting  Persons  shall  be based  upon the
increase in value of the Shares and the loss to the  Reporting  Persons shall be
based upon the  decrease  in the value of the  Shares,  during  the period  from
inception of the applicable agreement to its termination. The agreements provide
that they settle in cash. In addition to the Shares which they  beneficially own
as shown in Item 5 above,  the Reporting  Persons  currently  have long economic
exposure to an  aggregate  of 400,000  Shares  through  such  agreements.  These
agreements  do not  give  the  Reporting  Persons  direct  or  indirect  voting,
investment  or  dispositive  control  over the Shares to which these  agreements
relate and, accordingly, the Reporting Persons disclaim any beneficial ownership
in the Shares to which these agreements relate.                                 

     Except as otherwise described herein, there are no contracts, arrangements,
understandings or relationships  (legal or otherwise) among the persons named in
Item 2 and between such persons and any person with respect to any securities of
the  Issuer,  including  but not  limited  to  transfer  or voting of any of the
securities,  finder's fees, joint ventures, loan or option arrangements, puts or
calls,  guarantees  of profits,  division  of profits or loss,  or the giving or
withholding of proxies.                                                         

Item 7. Material to be Filed as Exhibits                                        

1    Joint Filing Agreement of the Reporting Persons                  

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 SIGNATURE

     After  reasonable  inquiry  and to the  best of  each of the  undersigned's
knowledge and belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.                          

Dated: February 4, 2008                                                         

ARI LONGTRAIN INC.                                                              

By:  /s/ Vincent J. Intrieri                                  
-----------------------                             
Name: Vincent J. Intrieri                           
Title: Treaurer                                     

AMERICAN RAILCAR INDUSTRIES, INC.                                               

By:  /s/ James J. Unger                                       
------------------                                  
Name: James J. Unger                                
Title: Chief Executive Officer                      

HOPPER INVESTMENTS LLC                                                          
By: Barberry Corp., sole member                               

By:  /s/ Edward E. Mattner                                
---------------------                           
Name: Edward E. Mattner                         
Title: Authorized Signatory                     

BARBERRY CORP.                                                                  

By:  /s/ Edward E. Mattner                                    
---------------------                               
Name: Edward E. Mattner                             
Title: Authorized Signatory                         

MODAL LLC                                                                       

By:  /s/ Edward E. Mattner                                    
---------------------                               
Name: Edward E. Mattner                             
Title: Vice President                               

/s/ Carl C. Icahn                                                               
-----------------                                                               
CARL C. ICAHN                                                                   

[Signature Page of Schedule 13D - The Greenbrier Companies Inc.]

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                                                                       EXHIBIT 1
                                                                       ---------

JOINT FILING AGREEMENT

     In accordance with Rule  13d-1(k)(1)  under the Securities  Exchange Act of
1934, as amended, the persons named below agree to the joint filing on behalf of
each of them of a statement on Schedule 13D (including  amendments thereto) with
respect to the Common Stock of The Greenbrier Companies,  Inc. and further agree
that this  Joint  Filing  Agreement  be  included  as an  Exhibit  to such joint
filings.  In evidence  thereof,  the undersigned,  being duly  authorized,  have
executed this Joint Filing Agreement this 4th day February, 2008.               

ARI LONGTRAIN INC.                                                              

By:  /s/ Vincent J. Intrieri                                  
-----------------------                             
Name: Vincent J. Intrieri                           
Title: Treaurer                                     

AMERICAN RAILCAR INDUSTRIES, INC.                                               

By:  /s/ James J. Unger                                       
------------------                                  
Name: James J. Unger                                
Title: Chief Executive Officer                      

HOPPER INVESTMENTS LLC                                                          
By: Barberry Corp., sole member                               

By:  /s/ Edward E. Mattner                                
---------------------                           
Name: Edward E. Mattner                         
Title: Authorized Signatory                     

BARBERRY CORP.                                                                  

By:  /s/ Edward E. Mattner                                    
---------------------                               
Name: Edward E. Mattner                             
Title: Authorized Signatory                         

MODAL LLC                                                                       

By:  /s/ Edward E. Mattner                                    
---------------------                               
Name: Edward E. Mattner                             
Title: Vice President                               

/s/ Carl C. Icahn                                                               
-----------------                                                               
CARL C. ICAHN                                                                   

 [Signature Page of Joint Filing Agreement to Schedule 13D -
The Greenbrier Companies Inc.]

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SCHEDULE A

 DIRECTORS AND EXECUTIVE OFFICERS OF THE REPORTING PERSONS

     The following sets forth the name,  position,  and principal  occupation of
each director and executive officer of each of the Reporting Persons.  Each such
person  is a  citizen  of the  United  States of  America.  Except as  otherwise
indicated,  the  business  address  of each  director  and  officer is c/o Icahn
Associates Corp., 767 Fifth Avenue, 47th Floor, New York, New York 10153. To the
best of the Reporting Persons' knowledge,  except as set forth in this statement
on Schedule 13D,  none of the  directors or executive  officers of the Reporting
Persons own any Shares.                                                         

ARI LONGTRAIN INC.*                                                             

Name                                Position                                    
----                                --------                                    
Carl C. Icahn                       Director; President                         
Vincent J. Intrieri                 Director; Chief Financial Officer; Treasurer
James J. Unger                      Director                                    
Edward E. Mattner                   Authorized Signatory                        
Keith Cozza                         Authorized Signatory                        

AMERICAN RAILCAR INDUSTRIES, INC.*                                              
Name                                Position                                    
----                                --------                                    
Carl C. Icahn                       Chairman of the Board                       
James J. Unger                      President, Chief Executive Officer, Director
Harold First                        Director                                    
Peter Shea                          Director                                    
Hunter Gary                         Director                                    
James C. Pontious                   Director                                    
James M. Laisure                    Director                                    
Brett Icahn                         Director                                    
Vincent J. Intrieri                 Director                                    
Willaim P. Benac                    Senior Vice President, Chief Financial      
              Officer, Treasurer
James A. Cowan                      Executive Vice President, Chief Operating   
   Officer
Alan C. Lullman                     Senior Vice President Sales, Marketing and  
    Services

MODAL LLC                                                                       
Name                                Position                                    
----                                --------                                    
Carl C. Icahn                       President                                   
Brett Icahn                         Vice President                              
Edward E. Mattner                   Vice President                              
Keith Cozza                         Treasurer                                   

HOPPER INVESTMENTS LLC                                                          
Name                                Position                                    
----                                --------                                    
Barberry Corp.                      Sole Member                                 

BARBERRY CORP.                                                                  
Name                                Position                                    
----                                --------                                    
Carl C. Icahn                       Director; President                         
Jordan Bleznick                     Vice President/Taxes                        
Edward E. Mattner                   Vice President; Authorized Signatory        
Gail Golden                         Vice President; Authorized Signatory        
Vincent J. Intrieri                 Vice President; Authorized Signatory        
Keith Cozza                         Secretary; Treasurer                        
Irene March                         Authorized Signatory                        

*    The business address of each of James J. Unger,  William P. Benac, James A.
     Cowan,  James C.  Pontious,  James M. Laisure,  Harold  First,  and Alan C.
Lullman is 100 Clark Street, St. Charles, MO 63301.

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This SC 13D Filing	Date	First	Last	Other Filings

	11/30/07	8		DFAN14A, 3, 10-Q
	1/3/08	8
	1/8/08	8		8-K, 4, DEF 14A
	1/25/08	1	8	8-K
	2/1/08	8		DFAN14A
Filed On / Filed As Of	2/4/08	9

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Filing Submission - Alternative Formats (Word / Rich Text, HTML, Plain Text, SGML, XML, et al.)

Icahn Carl C · SC 13D · Greenbrier Companies Inc · On 2/4/08

Filed On 2/4/08 10:07am ET · SEC File 5-48659 · Accession Number 928475-8-33

General Statement of Beneficial Ownership · Schedule 13DFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

General Statement of Beneficial Ownership · Schedule 13D
Filing Table of Contents