Exhibit 4.2

                       AMENDMENT NO. 1 TO RIGHTS AGREEMENT

     This Amendment No. 1 to Rights Agreement (the "Amendment") dated as of
November 9, 2004, between The Greenbrier Companies, Inc., a Delaware corporation
(the "Company"), and EquiServe Trust Company, N.A., a national banking
association, organized and existing under the laws of the United States (the
"Rights Agent");

                                   WITNESSETH:

     WHEREAS, the Board of Directors of the Company (the "Board of Directors")
declared that a dividend of one right for each share of this Company's Common
Stock, par value $0.001 per share (the "Common Stock"), be distributed to
holders of record of the Common Stock issued and outstanding at the close of
business on July 26, 2004 (the "Rights"), each Right representing the right to
purchase one one-hundredth of a share of Series A Participating Preferred Stock
upon the terms and subject to the conditions set forth in the form of
Stockholder Rights Agreement dated July 13, 2004 adopted by the Company (the
"Rights Agreement");

     WHEREAS, Section 27 of the Rights Agreement permits the Board of Directors,
prior to the Distribution Date, to supplement or amend the Rights Agreement
without the approval of any holders of Rights or Common Stock in order to cure
any ambiguity, to correct or supplement any provision contained therein which
may be defective or inconsistent with any other provision therein, or to make
any other provisions with respect to the Rights which the Board of Directors may
deem necessary or desirable;

     WHEREAS, on November 9, 2004, the Board of Directors authorized and
approved this Amendment to the Rights Agreement, to be effective as of the date
hereof; and

     WHEREAS, on November 9, 2004 the Board of Directors ratified, reconfirmed
and re-approved the form, terms and provisions of the Rights Agreement, as
amended hereby;

     NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein set forth, the parties hereby agree as follows:

1. Section 7(b)(ii) of the Rights Agreement is hereby amended by deleting such
clause in its entirety and substituting therefor the following: "[intentionally
omitted]."

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.

 THE GREENBRIER COMPANIES, INC.

 By:  /s/ Norriss M. Webb
      ------------------------------------------------
          Norriss M. Webb

 Title:   Executive Vice President


 EQUISERVE TRUST COMPANY, N.A.

 By:  /s/ Thomas F. McDonough
      ------------------------------------------------
          Thomas F. McDonough

 Title:   Assistant Vice President