SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

								February 14, 2005
Zip+4 Code:  20549-0305

Via Fax & U.S. Mail
Larry G. Brady
Senior Vice President, Chief Financial Officer
The Greenbrier Companies, Inc.
One Centerpointe Drive, Suite 200
Lake Oswego, Oregon 97035

RE:  	The Greenbrier Companies, Inc. (the "Company")
      Form 10-K For the Year Ended August 31, 2004
      File No. 001-13146

Dear Mr. Brady:

      Based upon an examination restricted solely to
considerations
of the Financial Statements, Management`s Discussion and Analysis,
and Selected Financial Data, the staff has the following comments
on
the above-referenced document.  We think you should revise all
future
filings in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
response.  In some of our comments, we may ask you to provide us
with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

      Please respond to confirm that such comments will be
complied
with, or, if certain of the comments are deemed inappropriate by
the
Company, advise the staff of the reason thereof.

      Pursuant to Rule 101(a)(3) of Regulation S-T, your response
should be submitted in electronic form, under the label "corresp"
with a copy to the staff.  Please respond within fifteen (15)
business days.

Form 10-K For the Fiscal Year Ended August 31, 2004

Item 7- Management Discussion and Analysis of Financial Condition
and
Results of Operations
Liquidity and Capital Resources, page 15

1. Refer to your table of contractual obligations on page 17.  We
believe registrants should include scheduled interest payments in
the
table.  A footnote to the table should so state.  In addition, you
should evaluate whether or not you can reasonably estimate the
amount
and timing of payments you will be obligated to make under
interest
rate swap agreements to determine whether you can provide
meaningful
information in the table.  Clarify whether and how you have made
such
an estimate in the footnotes to the table.

2. Finally, we note that you have not included subordinated debt
in
the table.  If long-term obligations are omitted, the nature of
the
obligations and the reasons for their exclusion should be
explained
in a footnote to the table.  Please revise to clarify in future
filings, as applicable.

Critical Accounting Policies, page 18

3. We believe that your discussions of critical accounting
policies
and estimates should supplement, not duplicate, the descriptions
provided in the accounting policies footnote to the financial
statements.  Your discussion should include an analysis of the
uncertainties involved in applying the principle or estimate.
Explain why your estimates and assumptions are uncertain or are
difficult to measure or value.  Describe how you arrived at your
estimate and indicate the accuracy of your previous estimates and
how
the estimate has changed in the past.  Address whether the
estimate
is likely to change in the future.  Please see FRR 72 for
guidance.

Foreign Currency Exchange Risk, page 19

4. You state that it is not possible to predict the impact of a
movement in foreign currency exchange rates on future operating
results because of the variety of currencies in which purchases
and
sales are transacted.  If your market risk exposures are material,
you are required to provide the quantitative disclosures specified
by
Item 305 of Regulation S-K.  We assume that you have concluded
that
your exposure is not material.  If our understanding is correct,
please clarify in future filings.  Your current presentation is
confusing.

Notes to the Consolidated Financial Statements
Note 1- Nature of Operations, page 24

5. During the 2004 fiscal year, you reclassified European
operations
from discontinued operations to continuing operations.  Please
tell
us and revise to disclose how you accounted for the change to the
plan of sale.  Your response should demonstrate compliance with
paragraphs 38 through 40 of SFAS 144, as applicable.  Additional
disclosures may be appropriate under the requirements of paragraph
48
as well.

Note 2- Summary of Significant Accounting Policies
Principles of Consolidation, page 24

6. We note that you have elected to present an unclassified
balance
sheet and that you do not consider it practicable to provide a
consolidating balance sheet as a footnote to the consolidated
statements or as additional information in Management`s Discussion
and Analysis.  We understand, from your previous letters to the
staff, that approximately 50% of your balance sheet consists of
leasing assets.  As indicated in SFAS 6, enterprises in certain
specialized industries such as finance present unclassified
balance
sheets as the current/noncurrent distinction is deemed in practice
to
have little or no relevance.  Further, you believe that the
activities of your leasing and servicing segment and your
manufacturing segment are so intertwined that to attempt to
separate
them on your balance sheet would not be meaningful to the users of
the financial statements and may result in the development of
misleading conclusions.  If you continue to believe that your
current
presentation of an unclassified balance sheet is more meaningful
and
appropriate, for the reasons outlined in your letter to the staff
dated July 29, 2002, please describe the reasons for your
conclusions
in a footnote to the financial statements.

Inventories, page 24

7. You state that you carry railcar inventories that are held for
sale or refurbishment at cost. Please tell us whether you account
for
these inventories under the lower of cost or market policy you
apply
to your other inventories.

8. It is not clear whether you have a valuation allowance for
excess
or obsolete inventory.  As appropriate, please revise to disclose
the
valuation and qualifying account information required by Rule 5-04
of
Regulation S-X, or supplementally explain why no additional
disclosures are considered necessary.

Property plant and equipment, page 24

9. Please revise to include the range of depreciable lives by
major
asset types, in accordance with APB 12, paragraph 5.

Contingent Rental Assistance

10. Based on your disclosures it seems that you have not applied
FIN
45 to any of your contracts as of August 31, 2004.  Please tell us
whether you have issued or modified any guarantees after December
31,
2002.

Maintenance Obligations, page 27

11. We see that you are responsible for maintenance on a portion
of
the lease fleet under the contractual terms of the underlying
lease
or management agreement.  You record an estimated liability based
upon maintenance histories for each type and age of railcar.  You
periodically update the liability based upon trends and known
future
repair requirements.  Supplementally tell us more about the nature
and type of maintenance these railcars require.  Do they require
any
type of periodic major overhaul?  Please also explain how your
accounting methodology recognizes maintenance expenses in the
proper
period.  That is, if the related lease or management agreements
are
for five or ten year terms, are you recording an estimated
liability
for the entire term at the inception of the contract?  If the
terms
of the leases generally designate a portion of the lease payments
to
cover maintenance and repairs in a manner similar to executory
costs,
when are these payments received and when and how do you record
and
classify them?  Please advise.

12. As a related matter, there appears to be no direct
relationship
between variances in revenues and variances in your accrued
maintenance and warranty balances.  Please supplementally explain
this apparent inconsistency and describe the major factors
responsible for variances in maintenance and warranty accruals
over
the three year period for which income statements have been
presented.  We may have further comment upon review of your
response.

Note 9 - Unconsolidated Subsidiaries, page 29

13. We see that you have presented summarized financial data for
your
joint venture with Bombardier.  Supplementally support your
conclusion that separate financial statements were not required
for
fiscal 2003 under Rule 3-09 of Regulation S-X.  Specifically,
please
provide us with your income test computations for that fiscal
period
prepared in accordance with the guidance in Rule 1-02 (w) (3) of
Regulation S-X.
Note 14- Subordinated Debt, page 30

14. We note that the seller of the railcars purchased through the
subordinated debt, may under certain conditions repurchase the
railcars for the original acquisition cost and exercised that
option.
To the extent practicable, please tell us how the original
acquisition cost compares to the carrying values of the equipment
and
the outstanding balances of the notes.  How will the exchange be
valued and accounted for?  Was the original transaction a sale-
leaseback?  Please advice supplementally?

Form 10-Q for the period November 30, 2004,
Note 9 - Segment Information, page 9

15. Additional disclosures regarding segments are required in
interim
period information.  At a minimum, it appears that segment profit
or
loss should be presented pursuant to paragraph 33-c of SFAS 131.
Please revise as appropriate in future filings.

Note 10- Commitments and Contingencies, page 9
16. We note that litigation was initiated on November 3, 2004,
which
alleges the failure of a component part on a railcar resulted in a
derailment and a chemical spill.  The complaint also alleges
damages
in excess of $14 million.  What consideration was given to
disclosing
this matter as a subsequent event in your financial statements for
August 31, 2004?

Other

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

   In addition, please be advised that the Division of Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

   You may contact Juan Migone at (202) 942-1771 or Margery Reich,
at
(202) 942-1839 if you have questions regarding comments on the
financial statements and related matters.  Please contact the
undersigned at (202) 942-1995 with any other questions.

								Sincerely,

								David R. Humphrey
      Branch Chief-Accountant

Via facsimile:  Larry G. Brady
		(503) 684-7553
??

??

??

??

Larry G. Brady
The Greenbrier Companies, Inc.
February 14, 2005
Page 1

</TEXT>
</DOCUMENT>