SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* ICAHN CARL C ET AL (Last) (First) (Middle) C/O ICAHN ASSOCIATES CORP 767 FIFTH AVE #4700 (Street) NEW YORK NY 10153 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol American Railcar Industries, Inc./DE [ ARII ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 01/20/2006
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
COMMON STOCK	01/20/2006		P		4,290,918	A	$23.31	11,147,059	I	PLEASE SEE FOOTNOTES(1)(2)(3)(4)(5)
COMMON STOCK	01/24/2006		P		23,800	A	$21	11,170,859	I	PLEASE SEE FOOTNOTES(1)(2)(3)(4)(5)(6)
NEW PREFERRED STOCK	01/24/2006		S		82,055	D	$1,145	0	I	PLEASE SEE FOOTNOTES(7)(8)(9)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* ICAHN CARL C ET AL (Last) (First) (Middle) C/O ICAHN ASSOCIATES CORP 767 FIFTH AVE #4700 (Street) NEW YORK NY 10153 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Hopper Investments LLC (Last) (First) (Middle) 100 SOUTH BEDFORD ROAD (Street) MT KISCO NY 10549 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BARBERRY CORP /NY/ (Last) (First) (Middle) 100 SOUTH BEDROD RD (Street) MT KISCO NY 10549 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MODAL LLC (Last) (First) (Middle) 100 S. BEDFORD ROAD SUITE 210 (Street) MT. KISCO NY 10549 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Carl C. Icahn is the sole member and 100% owner of Modal LLC. On January 20, 2006, The Foundation for a Greater Opportunity sold all of its common stock shares of American Railcar Industries, Inc. (the "Registrant") to Modal LLC. The aggregate purchase price for such shares was $100,000,000. Modal LLC paid the purchase price with $10,000,000 in cash and the balance in a five-year interest-only secured promissory note. As a result of this transaction, Modal LLC owns 20.2% of the common shares of the Registrant. Mr. Icahn is in a position directly and indirectly to determine the investment and voting decisions made by Modal LLC.

2. Barberry Corp. is the sole member of Hopper Investments LLC. Barberry Corp. is 100% owned by Carl C. Icahn. Gail Golden is Carl C. Icahn's spouse. Hopper Investments LLC owns 8.6% of the common shares of the Registrant. Gail Golden owns 0.1% of the common shares of the Registrant. Carl C. Icahn owns 23.8% of the common shares of the Registrant. Mr. Icahn is in a position directly and indirectly to determine the investment and voting decisions made by all of the foregoing entities other than Gail Golden.

3. Hopper Investments LLC beneficially owns 1,818,976 common shares of the Registrant. Modal LLC beneficially owns 4,290,918 shares of the Registrant. Gail Golden beneficially owns 23,800 common shares of the Registrant. Carl C. Icahn beneficially owns 11,170,859 common shares of the Registrant.

4. Barberry Corp. and Mr. Icahn, by virtue of their relationships to Hopper Investments LLC, may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares which Hopper Investments LLC owns, but each of them disclaims beneficial ownership of such shares for all other purposes.

5. Mr. Icahn, by virtue of his relationship to Modal LLC, may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act), the shares which Modal LLC owns, but he disclaims beneficial ownership of such shares for all other purposes.

6. Mr. Icahn, by virtue of his relationship to Gail Golden, may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares which Gail Golden owns, but he disclaims beneficial ownership of such shares for all other purposes.

7. Starfire Holding Corporation owns Icahn Associates Corp. Icahn Associates Corp. owns 72% of the common shares of Vegas Financial Corp. Starfire Holding Corporation owns Buffalo Investor Corp. Buffalo Investor Corp. owns 99.34% of Highcrest Investors Corp. Highcrest Investors Corp. owns 28% of the common shares of Vegas Financial Corp. Starfire Holding Corporation is 100% owned by Carl C. Icahn. As such, Mr. Icahn is in a position directly and indirectly to deter- mine the investment and voting decisions made by all of the foregoing entities.

8. On January 24, 2006, the Registrant redeemed all of its outstanding shares of new preferred shares owned by Vegas Financial Corp. As a result, Vegas Financial Corp. no longer owns any securities of the Registrant.

9. Mr. Icahn, by virtue of his relationship to Vegas Financial Corp., may be deemed to have beneficially owned (as that term is defined in Rule 13d-3 under the Act), the new preferred shares of the Registrant which Vegas Financial Corp. redeemed, but he disclaims beneficial ownership of such new preferred shares for all other purposes.

	/s/ Carl C. Icahn	01/24/2006
	HOPPER INVESTMENTS LLC	01/24/2006
	BARBERRY CORP.	01/24/2006
	MODAL LLC	01/24/2006
	** Signature of Reporting Person	Date
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