FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * RITTENBAUM MARK J   2. Issuer Name and Ticker or Trading Symbol GREENBRIER COMPANIES INC [GBX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Snr VP & Treasurer (Last) (First) (Middle) ONE CENTERPOINTE DRIVE, SUITE 200 3. Date of Earliest Transaction (Month/Day/Year) 02/01/2006 (Street) LAKE OSWEGO, OR 97035-8612 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock - GBX (1) 02/01/2006   M   10,000 A $ 13.4688 41,300 D   Common Stock - GBX (1) 02/01/2006   M   7,500 A $ 8.5625 48,800 D   Common Stock - GBX (1) 02/01/2006   M   7,500 A $ 4.36 56,300 D   Common Stock - GBX (2) 02/01/2006   S   25,000 D $ 36.0023 31,300 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (right to buy) (2)

$ 13.4688

02/01/2006

M

10,000

09/25/2000(3)

09/24/2006

Common Stock

10,000

$ 0

0

D

Employee Stock Option (right to buy) (2)

$ 8.5625

02/01/2006

M

7,500

03/25/2001(4)

03/24/2007

Common Stock

7,500

$ 0

0

D

Employee Stock Option (Right to buy) (2)

$ 4.36

02/01/2006

M

7,500

10/07/2003(5)

10/07/2010

Common Stock

7,500

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
RITTENBAUM MARK J ONE CENTERPOINTE DRIVE SUITE 200 LAKE OSWEGO, OR 97035-8612			Snr VP & Treasurer

Signatures

/s/ Mark Rittenbaum By Maren C. Malik Attorney-in-fact		02/01/2006
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	GBX shares were acquired through exercise of an Incentive Stock Option.
(2)	Reporting person executed a same-day-sale transaction selling GBX shares acquired through exercise of an Incentive Stock Option.
(3)	5,000 shares became exercisable on September 25, 2000 and 5,000 shares became exercisable on September 25, 2003.
(4)	3,750 shares became exercisable on March 25, 2001 and 3,750 shares became exercisable on March 25, 2004.
(5)	1500 shares became exercisable on October 7, 2003 and 1500 shares became exercisable on October 7, 2004 and 4,500 shares became exercisable on June 30, 2005.

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