AMENDMENT NO. 2

                               to

                    1994 STOCK INCENTIVE PLAN


      Pursuant  to the authority conferred by Article XI  of  the
1994  Stock Incentive Plan of The Greenbrier Companies, Inc. (the
"Plan"),  Article VI.B of the Plan is amended in its entirety  to
read as follows:

          "B.    Nondiscretionary  Awards.  Immediately
          after  the  close of each annual  meeting  of
          stockholders (commencing with the 1999 annual
          meeting),  the  Committee shall automatically
          grant   to  each  member  of  the  Board   of
          Directors (including any such person  who  is
          elected  at  such meeting),  other  than  the
          Chairman  of the Board of Directors  and  the
          President and Chief Executive Officer of  the
          Company,  an option to purchase 2,500  shares
          of  Common Stock. The exercise price and term
          of such options shall be the same as provided
          under  Article  IX  and  such  options  shall
          become  exercisable  in accordance  with  the
          schedule set forth in Article IX.B."

      Except  as modified by this Amendment No. 2, the  Plan,  as
heretofore amended by Amendment No. 1, shall remain in full force
and effect and be unamended.


                          Adopted  by  the Board of Directors  on
November 10, 1998.



                           /s/ Kenneth D. Stephens
                         Kenneth D. Stephens, Secretary