UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q/A
                                  (Amendment 1)

(Mark One)
[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
             EXCHANGE ACT OF 1934

                       FOR THE PERIOD ENDED JUNE 30, 2000

                                       OR

[  ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
             EXCHANGE ACT OF 1934

                          Commission file number 0-8187

                             GREENBRIAR CORPORATION
             (Exact name of Registrant as specified in its charter)

                      NEVADA                                     75-2399477
          (State or other jurisdiction of                       (IRS Employer
          Incorporation or organization)                     Identification No.)

        4265 KELLWAY CIRCLE, ADDISON, TEXAS                         75001
     (Address of principal executive offices)                    (Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:

                                                          NAME OF EACH EXCHANGE
                TITLE OF EACH CLASS                       ON WHICH REGISTERED
              ------------------------                   -----------------------
           Common Stock, $.01 par value                  American Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
past 12 months (or for such shorter period that the issuer was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days.

                            YES [X]    NO [ ]

At August 11, 2000, the issuer had outstanding approximately 7,011,000 shares of
par value $.01 Common Stock.





                           PART II: OTHER INFORMATION


ITEMS 1-3:        ARE NOT APPLICABLE
- ------------------------------------


ITEM 4:           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ---------------------------------------------------------------------

         The company's annual meeting was held on June 2, 2000. At that meeting
         the shareholders elected as directors:

         Don C. Benton - 5,918,609 for, 12,221 against and 34,325 abstaining.

         William A. Shirley, Jr. - 5,918,609 for, 12,221 against and 34,325
         abstaining.

         Other directors with terms continuing after this meeting are James R.
         Gilley (2001), Gene S. Bertcher (2001), Paul G. Chrysson (2001),
         Michael E. McMurray (2002), Matthew G. Gallins (2002) and Victor L.
         Lund (2002).

         Shareholders also voted to approve the Company's 2000 Stock Option Plan
         with 3,519,122 votes for, 844,303 against and 30,542 abstaining. Under
         this plan 500,000 shares of the Company Common Stock will be reserved
         for issuance to key employee, directors and consultants of the Company.

         Shareholders further voted to ratify the selection of Grant Thornton
         LLP as the company's independent auditors 5,909,185 for, 24,675 against
         and 30,028 abstaining.


ITEM 5:           OTHER INFORMATION
- -----------------------------------

         None


ITEM 6:           EXHIBITS AND REPORTS ON FORM 8-K
- --------------------------------------------------

         None