SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 3)*

                         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)

                                  July 14, 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).





                                                   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
      1,124,197

9  SOLE DISPOSITIVE POWER
      0

10 SHARED DISPOSITIVE POWER
      1,124,197

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      1,124,197

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

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
      6.77%

14 TYPE OF REPORTING PERSON
      IN





                                  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
      1,124,197

8  SHARED VOTING POWER
      0

9  SOLE DISPOSITIVE POWER
      1,124,197

10 SHARED DISPOSITIVE POWER
      0

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      1,124,197

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

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
      6.77%

14 TYPE OF REPORTING PERSON
      CO





                                  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

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
      1,124,197

9  SOLE DISPOSITIVE POWER
      0

10 SHARED DISPOSITIVE POWER
      1,124,197

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      1,124,197

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

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
      6.77%

14 TYPE OF REPORTING PERSON
      CO





                                  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
      1,124,197

9  SOLE DISPOSITIVE POWER
      0

10 SHARED DISPOSITIVE POWER
      1,124,197

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      1,124,197

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

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
      6.77%

14 TYPE OF REPORTING PERSON
      OO





                                  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
      1,124,197

9  SOLE DISPOSITIVE POWER
      0

10 SHARED DISPOSITIVE POWER
      1,124,197

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      1,124,197

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

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
      6.77%

14 TYPE OF REPORTING PERSON
      OO





                                  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
      1,124,197

9  SOLE DISPOSITIVE POWER
      0

10 SHARED DISPOSITIVE POWER
      1,124,197

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      1,124,197

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

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
      6.77%

14 TYPE OF REPORTING PERSON
      OO





                                  SCHEDULE 13D

Item 1. Security and Issuer

     The  Schedule 13D filed with the  Securities  and  Exchange  Commission  on
January 25, 2008 by the Reporting  Persons (the  "Initial  13D") with respect to
the Common Stock,  without par value (the  "Shares"),  issued by The  Greenbrier
Companies,  Inc.  (the  "Issuer")  and as amended by  amendment  Number 1 to the
Initial 13D filed on June 11, 2008 ("Amendment Number 1"), amendment Number 2 to
the Initial 13D filed on June 19, 2008 ("Amendment  Number 2", and together with
Amendment Number 1 and the Initial 13D, the "Schedule 13D") is hereby amended to
furnish the  additional  information  set forth herein.  All  capitalized  terms
contained herein but not otherwise  defined shall have the meanings  ascribed to
such terms in the Initial 13D.

Item 5. Interest in Securities of the Issuer

     Item 5 of the  Schedule 13D is hereby  amended by  replacing  Item 5 in its
entirety with the following:

          (a) The Reporting  Persons may be deemed to  beneficially  own, in the
     aggregate,  1,124,197  Shares,  representing  approximately  6.77%  of  the
     Issuer's  outstanding Shares (based upon the 16,606,250 Shares stated to be
     outstanding as of June 30, 2008 by the Issuer in the Issuer's Form 10-Q for
     the quarter  ended May 31,  2008,  filed with the  Securities  and Exchange
     Commission).

          (b)  Longtrain has sole voting power and sole  dispositive  power with
     regard to 1,124,197 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 of the Initial 13D), 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 Sold         Price Per Share
------------- ------------------ ------------------- -----------------------
Longtrain         June 13, 2008        16,200             $ 21.79
------------- ------------------ ------------------- -----------------------
Longtrain         June 16, 2008        20,500             $ 22.08
------------- ------------------ ------------------- -----------------------
Longtrain         June 17, 2008        69,100             $ 22.20
------------- ------------------ ------------------- -----------------------
Longtrain         June 18, 2008        18,980             $ 21.65
------------- ------------------ ------------------- -----------------------
Longtrain         June 19, 2008        68,263             $ 22.18
------------- ------------------ ------------------- -----------------------
Longtrain         June 20, 2008        17,310             $ 22.13
------------- ------------------ ------------------- -----------------------
Longtrain         June 23, 2008         1,200             $ 21.99
------------- ------------------ ------------------- -----------------------
Longtrain         June 24, 2008         3,000             $ 21.25
------------- ------------------ ------------------- -----------------------
Longtrain         June 25, 2008        22,000             $ 21.28
------------- ------------------ ------------------- -----------------------
Longtrain         June 26, 2008         4,000             $ 21.29
------------- ------------------ ------------------- -----------------------
Longtrain          July 1, 2008         5,100             $ 20.11
------------- ------------------ ------------------- -----------------------
Longtrain          July 2, 2008        14,700             $ 20.21
------------- ------------------ ------------------- -----------------------
Longtrain          July 8, 2008        22,150             $ 19.99
------------- ------------------ ------------------- -----------------------
Longtrain          July 9, 2008        43,200             $ 19.38
------------- ------------------ ------------------- -----------------------
Longtrain         July 10, 2008        30,000             $ 19.38
------------- ------------------ ------------------- -----------------------
Longtrain         July 14, 2008        50,100             $ 19.56
------------- ------------------ ------------------- -----------------------





                                    SIGNATURE

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

Dated: July 14, 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., Amendment No. 3]