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[THE GREENBRIER COMPANIES LOGO]                 The Greenbrier Companies, Inc.

                                                One Centerpointe Drive Suite 200
                                                Lake Oswego Oregon 97035
                                                503 684 7000 Fax 503 684 7553
March 3, 2005

Mr. David R. Humphrey
Branch Chief-Accountant
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549

Re:  The Greenbrier Companies, Inc.
     Form 10-K for the Year Ended August 31, 2004
     File No. 001-13146

Dear Mr. Humphrey:

The following is in response to the comments set forth in your letter of March
14, 2005. For ease of review, the responses are in the same sequence and bear
the same numbering arrangement used in your letter.

FORM 10-K FOR THE 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.    We will add scheduled interest payments to the table of contractual
            cash obligations, which will include an estimate of obligations
            under interest rate swap agreements, in future filings. We will also
            include a footnote clarifying the methodology for determining the
            estimate.

      2.    As noted in Note 14 to the Consolidated Financial Statements, when
            the subordinated notes mature, any amounts due are retired from the
            sale proceeds of the related railcars. As a result, Greenbrier does
            not anticipate any future cash obligation associated with the
            retirement of these notes. Therefore, the notes were not included in
            the schedule of future contractual cash obligations. This will be
            disclosed in a footnote to the table of contractual obligations in
            future filings.

Critical Accounting Policies, page 18

      3.    Supplemental discussions of critical accounting policies and an
            analysis of the uncertainties involved in applying the principle or
            estimate, along with an explanation of why our assumptions or
            estimates are uncertain or difficult to measure or value as well as
            the accuracy of previous estimates will be included in future
            filings.

Foreign Currency Exchange Risk, page 19

      4.    We have concluded that our foreign exchange rate risk is not
            material, particularly since we have entered into foreign exchange
            contracts to mitigate a substantial portion of that risk. Future
            filings will state that we believe the exposure is not material.

<PAGE>

Mr. David R. Humphrey
Securities and Exchange Commission
March 3, 2005
Page 2

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Nature of Operations, page 24

      5.    As stated in Form 10-K for the year ending August 31, 2004,
            negotiations for the disposition of the discontinued European
            operations were not successful, and a decision was made to retain
            the operations. Accordingly, all related financial results were
            reclassified from discontinued to continuing operations.

            At the time the European operations were classified as discontinued
            operations in fiscal 2002, the depreciable assets of the European
            operations, except for $7.5 million of railcar designs, were written
            down to estimated fair value, which was negligible. Depreciation on
            the remaining railcar design value was discontinued.

            In fiscal 2004, when the decision was made to retain the European
            operations, depreciation of $1.1 million for the period from August
            2002 through February 2004 was recorded on the remaining European
            railcar design assets.

            The value of these remaining European assets was assessed in
            accordance with our policy of evaluating impairment of long-lived
            assets. As a result, a $6.4 million impairment charge was taken to
            write-off the remaining balance of the European intangible designs
            and patents. The $1.1 million of depreciation and $6.4 million
            impairment were included in special charges and explained in Note 4
            - Special Charges as a $7.5 million impairment write-down.

            In accordance with paragraphs 38 through 40 of SFAS 144, we have
            reclassified the discontinued assets as assets held and used for
            continuing operations. The reclassified assets were measured at the
            lower of carrying value or fair value at the date of the decision
            not to sell. A description of the facts and circumstances leading to
            the decision to change the plan to sell the assets is included in
            Note 1 to the Consolidated Financial Statements and all prior period
            results were restated.

            We believe the information provided complies with paragraphs 38
            through 40 and 48 of SFAS 144.

Note 2 - Summary of Significant Accounting Policies

Principles of Consolidation, page 24

      6.    We continue to believe that our presentation of an unclassified
            balance sheet is the most meaningful and appropriate presentation.
            In future filings we will incorporate a summary of our reasoning and
            conclusions as outlined in our letter to the SEC dated July 29, 2002
            into the notes to the Consolidated Financial Statements.

Inventories, page 24

      7.    Railcar inventories that are held for sale or refurbishment are
            stated at lower of cost or market. The reference to carrying certain
            railcars "at cost" was intended to refer to new railcars, produced
            at a Greenbrier facility, that have been placed on lease and are to
            be sold to a third party at market value. In future filings we will
            delete the reference to holding any inventory "at cost" to eliminate
            any confusion.

<PAGE>

Mr. David R. Humphrey
Securities and Exchange Commission
March 3, 2005
Page 3

      8.    The excess or obsolete inventory valuation allowance will be
            included in the inventory footnote in future filings. At August 31,
            2004 and 2003, the allowance was $3.8 million and $3.3 million,
            respectively, or 3.4% and 3.1% of total inventory.

Property plant and equipment, page 24

      9.    A description of the range of depreciable lives by major asset type
            will be included in the property plant and equipment section of the
            Summary of Significant Accounting Policies footnote to the
            Consolidated Financial Statements in future filings, in accordance
            with APB 12, paragraph 5.

Contingent Rental Assistance

      10.   We have not issued or modified any contingent rental assistance
            guarantees subsequent to December 31, 2002. As indicated in the
            Summary of Significant Accounting Policies note to the Consolidated
            Financial Statements, under the caption "contingent rental
            assistance" for the year ending August 31, 2004, any future
            contracts would be accounted for in accordance with the guidance
            contained in FIN 45. The disclosure will be revised in future
            filings to make it clear the existing agreements were initiated
            prior to the requirements of FIN 45.

Maintenance Obligations, page 27

      11.   Maintenance obligations arise from "full service" lease agreements
            or maintenance agreements under which Greenbrier is responsible for
            repair and maintenance of the railcars covered by such agreements.
            Railcars require periodic "running repairs" mandated by the
            Association of American Railroads (AAR) which are needed to keep the
            railcars safely operable. These repairs and maintenance cover a
            range of items such as brake systems, couplers, doors, hatches,
            wheels and bearings and may include replacement of damaged, worn or
            unsafe components. The amount of running repairs required by
            railcars is primarily determined by age, car type and usage.

            The AAR also mandates periodic major overhauls or rebuilds of
            railcars at certain times in the railcar's estimated useful life.
            These major overhauls or rebuilds are generally capitalized by the
            car owner and are not a part of the contractual repair and
            maintenance obligations covered by the repair and maintenance
            agreements.

            On full-service leases, a portion of the monthly lease payment is
            designated for maintenance. The entire lease payment is recorded as
            revenue and the designated maintenance amount is expensed and added
            to the maintenance obligation liability. Payments for actual
            maintenance and repairs reduce the liability in the period incurred.

            Under maintenance agreements where Greenbrier has only contracted to
            provide the maintenance and repair of a group of railcars, the
            accounting is similar. A determination is made as to the portion of
            the monthly fee that is estimated to be required to cover
            maintenance obligations and that portion is recorded as maintenance
            revenue with a corresponding charge to maintenance expense and an
            increase in the maintenance obligation liability. Payments for
            actual maintenance and repairs reduce the liability in

<PAGE>

Mr. David R. Humphrey
Securities and Exchange Commission
March 3, 2005
Page 4

            the period incurred. The portion of the monthly fee in excess of the
            maintenance obligation is recorded as management fee revenue.

            Maintenance obligations are tracked by contract and are reviewed at
            least on a quarterly basis to evaluate the adequacy of the liability
            and are adjusted, if necessary.

      12.   There should not be a direct relationship between variances in
            revenues and accrued maintenance balances as accrued maintenance is
            only associated with railcars for which Greenbrier has
            responsibility for maintenance and repairs. Leasing & services
            revenue also includes lease revenue from leases under which the
            lessee is responsible for maintenance, management fees, and interest
            and other revenue.

            There also should not be a direct relationship between variances in
            revenues and accrued warranty balances as warranty accruals are
            based on a defined warranty period and history of warranty claims
            for each car type. Based on the history an amount per car is
            estimated and charged to warranty expense when the car is produced.
            As the product mix changes from period to period, the amount of
            warranty expense will change, but not necessarily in correlation
            with revenue. In addition, warranty accruals are periodically
            reviewed to evaluate the adequacy of the liability and adjusted if
            necessary, which may result in warranty expense being recorded in a
            period to cover a warranty issue that becomes known in that period.

Note 9 - Unconsolidated Subsidiaries, page 29

      13.   Attached as Exhibit I are the Significant Subsidiary tests under
            Rule 3-09 and Rule 1-02(w)(3) of Regulation S-X. These calculations
            were used to determine if separate financial statements for the
            joint venture with Bombardier were required. The tests indicate
            financial statements were not required.

Note 14 - Subordinated Debt, page 30

      14.   Under the terms of a multi-phase agreement with Union Pacific,
            Greenbrier purchased approximately 10,000 used railcars for a
            purchase price based on scrap value and Union Pacific's depreciated
            book value of the cars. Greenbrier paid cash for a portion of the
            purchase price and issued a subordinated note payable to Union
            Pacific for the balance of the purchase price.

            Greenbrier refurbished the cars and leased them, primarily to Union
            Pacific, under 10 year leases that include an option to purchase the
            railcars at the end of lease for the initial purchase price. The
            leases were accounted for as direct finance leases which amortized
            the value of the railcar to the initial purchase price. Accordingly,
            there is no gain or loss associated with the exercise of the
            purchase option. Union Pacific satisfies the option price by
            retirement of the subordinated notes and a cash payment for the
            balance.

            Union Pacific has exercised the purchase option and has purchased
            approximately 70% of the railcars under the program, and has
            notified Greenbrier of their intention to exercise the option to
            purchase the balance of the railcars.

<PAGE>

Mr. David R. Humphrey
Securities and Exchange Commission
March 3, 2005
Page 5

FORM 10-Q FOR THE PERIOD NOVEMBER 30, 2004,

Note 9 - Segment Information, page 9

      15.   According to Note 9 to the Consolidated Financial Statements
            included in Form 10-Q for the period ending November 30, 2004 and
            Note 21 to the Consolidated Financial Statements included in Form
            10-K for the period ending August 31, 2004, "Performance is
            evaluated based on margin which can be derived from the Consolidated
            Statements of Operations". Selling, administrative and interest
            costs are intertwined among the segments, and any allocation of
            these costs is subjective and not meaningful. As a result,
            Greenbrier's management does not allocate these costs and evaluates
            segment performance at the revenue and margin levels. In accordance
            with paragraph 4 of SFAS 131, we continue to report margin as our
            measure of profit and loss as it is the basis on which management
            assesses segment performance.

Note 10 - Commitments and Contingencies, page 9

      16.   We did not include the litigation initiated on November 3, 2004,
            which was disclosed in Form 10-Q for the quarter ended November 30,
            2004, in Form 10-K for the year ending August 31, 2004 as we were
            served with notice of the litigation on November 18, 2004 subsequent
            to the November 12, 2004 filing date for Form 10-K.

Other

As requested in your letter, we hereby acknowledge that the adequacy and
accuracy of the disclosure in our filings is our responsibility. We acknowledge
that neither your comments, nor our changes in response to your comments,
foreclose the Securities and Exchange Commission from taking any action with
respect to our filings. We agree that your comments may not be asserted as a
defense in any proceeding initiated by the Securities and Exchange Commission or
any person under the federal securities laws of the United States.

Items discussed above that pertain to disclosure in Form 10-Q will be included
in the Form 10-Q for the quarter ended February 28, 2005 and those that pertain
to disclosure in Form 10-K will be included in the Form 10-K for the year ended
August 31, 2005.

If you have any further questions or comments or would like additional
clarification, please contact me at (503) 598-3815.

Sincerely,

/s/ Lar