SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

         Pursuant to Section 13 or 15(d) of the Securities Exchange Act

                        Date of Report: November 1, 2004
                        (Date of Earliest Event Reported)


                             GREENBRIAR CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

           Nevada                        0-8187                   75-2399477
       (State or other                 (Commission            (I.R.S. Employer
jurisdiction of incorporation)          File No.)            Identification No.)


                        1755 Wittington Place, Suite 340
                               Dallas, Texas 75234
                    (Address of principal executive offices)


                                  972-407-8400
              (Registrant's telephone number, including area code)



         Check the  appropriate  box below if the Form 8-K filing is intended to
simultaneously  satisfy the filing obligation of the Registrant under any of the
following provisions:

[_]      Written  communications  pursuant to Rule 425 under the  Securities Act
         (17 CFR 230.425)

[_]      Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17
         CFR 240.14a-12)

[_]      Pre-commencement  communications  pursuant to Rule  14d-2(b)  under the
         Exchange Act (17 CFR 240.14d-2(b))

[_]      Pre-commencement  communications  pursuant to Rule  13e-4(c)  under the
         Exchange Act (17 CFR 240.13e-4(c))







Item 3.02.  Unregistered Sales of Equity Securities

         On October 20, 2004,  the Board of Directors of Greenbriar  Corporation
("GBR" or the  "Registrant")  issued  separate  Warrants to  purchase  shares of
Common  Stock,  par value $0.01 per share,  of GBR. Such Warrants were issued to
two individuals  specified below to purchase the number of shares opposite their
respective  names below at a purchase price of $3.58 per share during the period
from October 1, 2005 through and including  October 31, 2009. The purchase price
of the  Warrants  set forth in the table  below which  amounts  shall be applied
against and in reduction  of the  Exercise  Price per share at the time of first
exercise  of  part  or all of each  Warrant.  Each  Warrant  was  issued  to the
individuals  specified below in part for their assistance in finding,  analyzing
and ultimately  causing the consummation of a specified  transaction,  including
assistance in the conduct of due diligence on the  transaction.  The transaction
in question was the acquisition by GBR on October 12, 2004 of shares of stock of
two domestic U.S.  corporations  which  indirectly  own  approximately  74.4% of
CabelTEL AD. Each Warrant contains a special provision which renders it null and
void if  presentation  of a transaction to GBR's  stockholders,  together with a
mandatory  exchange  of a series  of  preferred  stock  for  common  stock  (the
"Transaction")  is not  approved  prior to  October  1,  2005,  and a  recission
contingency  occurs.  The Warrants were issued  without  registration  under the
Securities Act of 1933 to the individuals set forth below covering the number of
shares set forth below at a purchase price for the Warrant as set forth below:

                                       No. of Shares of
                                         Common Stock
                                          Covered by           Purchase Price
         Name of Warrant Holder             Warrant              of Warrant
         ----------------------        ----------------        --------------
         Ken L. Joines                      20,000                  $200
         Richard D. Morgan                 170,000                $1,700


Item 5.02. Departure of Directors or Principal Officers;  Election of Directors;
Appointment of Principal Officers

         (c)  Effective  November  1,  2004,  the  Board  of  Directors  of  the
Registrant  appointed  Ron Finley as Chairman  of the Board and Chief  Executive
Officer.  The Board also  re-elected  Gene S.  Bertcher as  President  and Chief
Financial Officer,  and re-elected Oscar Smith as Secretary and Treasurer of the
Registrant.

         Ron Finley,  age 54, has been Chairman of the Board and Chief Executive
Officer of CabelTEL AD (formerly known as CableTEL  Bulgaria AD) since September
2003. CabelTEL AD is engaged in the  telecommunications and information services
industry in the Country of Bulgaria and surrounding countries. CabelTEL AD is an
indirect 74.4% owned subsidiary of the Registrant,  having been acquired through
the  acquisition of other  entities on October 12, 2004.  Since 1994, Ron Finley





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has been  Chairman  of the Board of  Global  Communications  Technologies,  Inc.
("Global"),  a Dallas,  Texas based corporation that operates exclusively in the
telecommunications   industry,   with  its  core  business  being  switch-system
integration,  sales and maintenance of switching systems. Global also engages in
selected other  telecommunications  services such as  long-distance  carrier and
international  call-back  services.  Ron  Finley  is not  related  to any  other
director or executive officer of the Registrant.

         (d) At its  meetings  held on  October  20 and 25,  2004,  the Board of
Directors  of  the  Registrant  expanded  the  number  of  members  which  shall
constitute  the whole  Board  from  five to six and  elected  Ron  Finley to the
vacancy  created by the  expansion  of the number of  directors  of the Board of
Directors.  The  election of Ron Finley as a member of the Board of Directors of
the Registrant is effective November 1, 2004.



















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                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the Registrant has  duly-caused  this Current Report on Form 8-K to be signed on
its behalf by the undersigned hereunto duly-authorized.

         Dated: November 3, 2004.             GREENBRIAR CORPORATION



                                              By: /s/ Gene S. Bertcher

                                                 Gene S. Bertcher, President and
                                                 Chief Financial Officer