8-K

UNITED STATES
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 of 1934

Date of Report (Date of earliest event reported) April 21, 2005

THE GREENBRIER COMPANIES, INC.

(Exact name of registrant as specified in its charter)

Commission File No. 1-13146

Delaware	93-0816972
(State of Incorporation)	(I.R.S. Employer Identification No.)

One Centerpointe Drive, Suite 200, Lake Oswego, OR	97035
(Address of principal executive offices)	(Zip Code)

(503) 684-7000
(Registrant’s telephone number, including area code)

Former name or former address, if changed since last report: N/A

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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

TABLE OF CONTENTS

	Item 8.01 Other Events.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURES
EXHIBIT 99.1
EXHIBIT 99.2

Item 8.01 Other Events.

     On April 21, 2005, The Greenbrier Companies, Inc. issued two press releases announcing a stock offering and a settlement with the Estate of former Chairman, Alan James. Copies of such releases are attached as Exhibits 99.1 and 99.2.

Item 9.01 Financial Statements and Exhibits.

(c)   Exhibits:

Exhibit
Number	Description
99.1	Press Release dated April 21, 2005 of The Greenbrier Companies, Inc. entitled “Greenbrier announces stock offering”
99.2	Press Release dated April 21, 2005 of The Greenbrier Companies, Inc. entitled “Greenbrier announces settlement with Estate of former Chairman, Alan James”

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		THE GREENBRIER COMPANIES, INC.
Date:	April 21, 2005	By:	/s/ Larry G. Brady
			Larry G. Brady Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

EX-99.1

Exhibit 99.1

For release: April 21, 2005, for immediate release Contact: Mark Rittenbaum

Greenbrier announces stock offering

     Lake Oswego, Oregon, April 21, 2005 — The Greenbrier Companies [NYSE:GBX] announced today that it has filed a prospectus supplement to offer 4,500,000 shares of its common stock.

     The Company intends to use the proceeds from the sale of 3,000,000 shares in the stock offering to purchase 1,500,000 shares from each of the Estate of Alan James and William A. Furman, president and chief executive officer, at a per share price equal to the “net offering price,” (which is the public offering price less underwriting discounts and expenses). In addition, the proceeds from the sale of 1,500,000 shares in the offering will be used to purchase an additional 1,666,667 shares from the Estate at a price equal to 90% of the net offering price.

     After the offering, Mr. Furman will be the Company’s largest stockholder. If additional shares in the offering are sold pursuant to an exercise of the underwriters’ over-allotment option or because of an increase in the size of the offering, the Company intends to use the additional proceeds to purchase additional shares at the net offering price from each of Mr. Furman and the Estate, up to 2,000,000 shares in the aggregate from Mr. Furman and up to all of the shares owned by the Estate.

     The release does not constitute an offer for the sale of any securities.

     The Greenbrier Companies (www.gbrx.com), headquartered in Lake Oswego, OR, is a leading supplier of transportation equipment and services to the railroad industry. In addition to building new railroad freight cars in the U.S., Canada, and Mexico and to repairing and refurbishing freight cars and wheels at 16 locations across North America, Greenbrier builds new railroad freight cars and refurbishes freight cars for the European market through both its operations in Poland and various subcontractor facilities throughout Europe. Greenbrier owns approximately 10,000 railcars, and performs management services for approximately 125,000 railcars.

     “SAFE HARBOR” STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: This release may contain forward-looking statements. Greenbrier uses words such as

- More -

Greenbrier announces stock offering (Cont.) Page 2

“anticipate,” “believe,” “plan,” “expect,” “future,” “intend” and similar expressions to identify forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those reflected in the forward-looking statements. Factors that might cause such a difference include, but are not limited to, actual future costs and the availability of materials and a trained workforce; steel price increases and scrap surcharges; changes in product mix and the mix between manufacturing and leasing & services segment; labor disputes, energy shortages or operating difficulties that might disrupt manufacturing operations or the flow of cargo; production difficulties and product delivery delays as a result of, among other matters, changing technologies or non-performance of subcontractors or suppliers; ability to obtain suitable contracts for the sale of leased equipment; all as may be discussed in more detail under the heading “Forward Looking Statements” on pages 3 through 4 of Part I of our Annual Report on Form 10-K for the fiscal year ended August 31, 2004. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s opinions only as of the date hereof. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements.

# # #

EX-99.2

Exhibit 99.2

For release: April 21, 2005, for immediate release Contact: Mark Rittenbaum

Greenbrier announces settlement with Estate of former Chairman, Alan James

     Lake Oswego, Oregon, April 21, 2005 — The Greenbrier Companies [NYSE:GBX] announced today that, in conjunction with the filing of a prospectus supplement, it has reached a settlement that resolves all issues and litigation with the Estate of Alan James. The Estate owns 26% of the Company’s common stock.

     The settlement agreement with the Estate was filed today with the Securities and Exchange Commission on Form 8-K. As part of the settlement, the Estate has agreed to dismiss Delaware litigation concerning the Company’s Stockholder Rights Agreement. Mr. James had made other claims and allegations against the Company which were disclosed in an earlier Form 8-K filing, all of which had been earlier investigated by the Company, its independent Directors and counsel, and found to be without merit. The Estate has agreed to dismiss and release all claims under the terms of the Settlement Agreement.

     William A. Furman, president and chief executive officer, said today, “We are very pleased to put behind us all issues with the Estate, with both parties bearing their own costs, and no other settlement costs for the Company. The settlement will allow us to return to the public capital markets with an offering that will help increase our public float, support our efforts to further enhance our stock’s trading liquidity and place Estate and other founder’s shares in the market to remove overhang due to Estate planning issues. The Company is now able to focus its attention exclusively on its business, remove the significant costs of litigation and distraction associated with the issues raised by our former chairman, and be positioned for future growth. The settlement will also allow the Company to purchase a significant portion of the Estate shares at a 10% discount from market price through proceeds of the public offering. We believe that the settlement is in the best interest of all stockholders.”

     The Greenbrier Companies (www.gbrx.com), headquartered in Lake Oswego, OR, is a leading supplier of transportation equipment and services to the railroad industry. In addition to building new railroad freight cars in the U.S., Canada, and Mexico and to repairing and refurbishing freight cars and wheels at 16 locations across North America, Greenbrier builds new railroad freight cars and refurbishes freight cars for the European market through both its operations in Poland and various subcontractor facilities throughout Europe. Greenbrier owns approximately 10,000 railcars, and performs management services for approximately 125,000 railcars.

- More -

Greenbrier announces settlement with Estate (Cont.) Page 2

     “SAFE HARBOR” STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: This release may contain forward-looking statements. Greenbrier uses words such as “anticipate,” “believe,” “plan,” “expect,” “future,” “intend” and similar expressions to identify forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those reflected in the forward-looking statements. Factors that might cause such a difference include, but are not limited to, actual future costs and the availability of materials and a trained workforce; steel price increases and scrap surcharges; changes in product mix and the mix between manufacturing and leasing & services segment; labor disputes, energy shortages or operating difficulties that might disrupt manufacturing operations or the flow of cargo; production difficulties and product delivery delays as a result of, among other matters, changing technologies or non-performance of subcontractors or suppliers; ability to obtain suitable contracts for the sale of leased equipment; all as may be discussed in more detail under the heading “Forward Looking Statements” on pages 3 through 4 of Part I of our Annual Report on Form 10-K for the fiscal year ended August 31, 2004. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s opinions only as of the date hereof. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements.

# # #