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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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<SEC-DOCUMENT>/in/edgar/work/20001103/0000909518-00-000690/0000909518-00-000690.txt : 20001106
<SEC-HEADER>0000909518-00-000690.hdr.sgml : 20001106
ACCESSION NUMBER:		0000909518-00-000690
CONFORMED SUBMISSION TYPE:	SC 13D/A
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		20001103
GROUP MEMBERS:		HUDSON ADVISORS, L.L.C.
GROUP MEMBERS:		JOHN P. GRAYKEN
GROUP MEMBERS:		LONE STAR MANAGEMENT CO., LTD.
GROUP MEMBERS:		LONE STAR OPPORTUNITY FUND, L.P.
GROUP MEMBERS:		LONE STAR PARTNER, L.P.
GROUP MEMBERS:		LSOF GENPAR, INC.
GROUP MEMBERS:		LSOF POOLED EQUITY LP
GROUP MEMBERS:		TERLINGUA ADVISORS, INC.

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			GREENBRIAR CORP
		CENTRAL INDEX KEY:			0000105744
		STANDARD INDUSTRIAL CLASSIFICATION:	 [8051
]		IRS NUMBER:				752399477
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			1231
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		SC 13D/A
			SEC ACT:		
			SEC FILE NUMBER:	005-38763
			FILM NUMBER:		752872
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		4265 KELLWAY CIRCLE
				CITY:			ADDISON
				STATE:			TX
				ZIP:			75244
				BUSINESS PHONE:		2144078400
</BUSINESS-ADDRESS>

				MAIL ADDRESS:	
					STREET 1:		4265 KELLWAY CIRCLE
					CITY:			ADDISON
					STATE:			TX
					ZIP:			75244
</MAIL-ADDRESS>

					FORMER COMPANY:	
						FORMER CONFORMED NAME:	MEDICAL RESOURCE COMPANIES OF AMERICA
						DATE OF NAME CHANGE:	19920703
</FORMER-COMPANY>

						FORMER COMPANY:	
							FORMER CONFORMED NAME:	WESPAC INVESTORS TRUST
							DATE OF NAME CHANGE:	19900605
</FORMER-COMPANY>
</SUBJECT-COMPANY>

							FILED BY:		

								COMPANY DATA:	
									COMPANY CONFORMED NAME:			LSOF POOLED EQUITY LP
									CENTRAL INDEX KEY:			0001110506
									STANDARD INDUSTRIAL CLASSIFICATION:	 [
]</COMPANY-DATA>

									FILING VALUES:
										FORM TYPE:		SC 13D/A
</FILING-VALUES>

										BUSINESS ADDRESS:	
											STREET 1:		600 NORTH PEARL STREET, SUITE1500
											CITY:			DALLAS
											STATE:			TX
											ZIP:			75201
											BUSINESS PHONE:		2147548400
</BUSINESS-ADDRESS>
</FILED-BY>
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>0001.txt
<TEXT>

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                       ----------------------------------
                                  SCHEDULE 13D
                                 (Rule 13d-101)


           INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
      RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
                               (Amendment No. 4)1


                             GREENBRIAR CORPORATION
  -----------------------------------------------------------------------------
                                (Name of Issuer)


                     Common Stock, par value $0.01 per share
  -----------------------------------------------------------------------------
                         (Title of Class of Securities)

                                   393648-10-0
  ----------------------------------------------------------------------------
                                 (CUSIP Number)

                                    J.D. Dell
                        Lone Star Opportunity Fund, L.P.
                       600 North Pearl Street, Suite 1550
                               Dallas, Texas 75201
                                 (214) 754-8300
  -----------------------------------------------------------------------------
            (Name, Address and Telephone Number of Person Authorized
                     to Receive Notices and Communications)

                                November 3, 2000
                       -----------------------------------
             (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].

NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.

                         (Continued on following pages)

                              (Page 1 of 21 Pages)

- -----------------------------
1 The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).

<PAGE>

- -----------------------------------------------------------------------------
CUSIP No. 393648-10-0                 13D                Page 2 of 21 Pages
- -----------------------------------------------------------------------------

=============================================================================
1       NAMES OF REPORTING PERSON
        I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
        LSOF POOLED EQUITY, L.P.
- -----------------------------------------------------------------------------
2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                      (a) [ ]
                                                                      (b) [ ]
- -----------------------------------------------------------------------------
3       SEC USE ONLY
- -----------------------------------------------------------------------------
4       SOURCE OF FUNDS*
        OO
- -----------------------------------------------------------------------------
5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
        ITEM 2(d) or 2(e)
                                                                          [ ]
- -----------------------------------------------------------------------------
6       CITIZENSHIP OR PLACE OF ORGANIZATION
        DELAWARE
- -----------------------------------------------------------------------------
           NUMBER OF             7       SOLE VOTING POWER
            SHARES                       27,502,855
         BENEFICIALLY
           OWNED BY
             EACH
           REPORTING
            PERSON
             WITH
- -----------------------------------------------------------------------------
                                 8       SHARED VOTING POWER
- -----------------------------------------------------------------------------
                                 9       SOLE DISPOSITIVE POWER
                                         27,502,855
- -----------------------------------------------------------------------------
                                 10      SHARED DISPOSITIVE POWER
- -----------------------------------------------------------------------------
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
        27,502,855
- -----------------------------------------------------------------------------
12      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
        CERTAIN SHARES*
- -----------------------------------------------------------------------------
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
        79.7%
- -----------------------------------------------------------------------------
14      TYPE OF REPORTING PERSON*
        PN
=============================================================================
                     *SEE INSTRUCTIONS BEFORE FILLING OUT!



<PAGE>
- -----------------------------------------------------------------------------
CUSIP No. 393648-10-0                 13D                Page 3 of 21 Pages
- -----------------------------------------------------------------------------

=============================================================================
1       NAMES OF REPORTING PERSON
        I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
        TERLINGUA ADVISORS, INC.
- -----------------------------------------------------------------------------
2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                     (a) [ ]
                                                                     (b) [ ]
- -----------------------------------------------------------------------------
3       SEC USE ONLY
- -----------------------------------------------------------------------------
4       SOURCE OF FUNDS*
        WC
- -----------------------------------------------------------------------------
5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
        ITEM 2(d) or 2(e)
                                                                         [ ]
- -----------------------------------------------------------------------------
6       CITIZENSHIP OR PLACE OF ORGANIZATION
        DELAWARE
- -----------------------------------------------------------------------------
           NUMBER OF             7       SOLE VOTING POWER
            SHARES                       2,200
         BENEFICIALLY
           OWNED BY
             EACH
           REPORTING
            PERSON
             WITH
- -----------------------------------------------------------------------------
                                 8       SHARED VOTING POWER
- -----------------------------------------------------------------------------
                                 9       SOLE DISPOSITIVE POWER
                                         2,200
- -----------------------------------------------------------------------------
                                 10      SHARED DISPOSITIVE POWER
- -----------------------------------------------------------------------------
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                                      2,200
- -----------------------------------------------------------------------------
12      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
        CERTAIN SHARES*
                                                                      [ ]
- -----------------------------------------------------------------------------
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
        0.03%
- -----------------------------------------------------------------------------
14      TYPE OF REPORTING PERSON*
        CO
=============================================================================

                     *SEE INSTRUCTIONS BEFORE FILLING OUT!




<PAGE>
- -----------------------------------------------------------------------------
CUSIP No. 393648-10-0                 13D                Page 4 of 21 Pages
- -----------------------------------------------------------------------------

=============================================================================
1       NAMES OF REPORTING PERSON
        I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
        LSOF GENPAR, INC.
- -----------------------------------------------------------------------------
2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                    (a) [ ]
                                                                    (b) [ ]
- -----------------------------------------------------------------------------
3       SEC USE ONLY
- -----------------------------------------------------------------------------
4       SOURCE OF FUNDS*
        AF
- -----------------------------------------------------------------------------
5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
        ITEM 2(d) or 2(e)
                                                                        [ ]
- -----------------------------------------------------------------------------
6       CITIZENSHIP OR PLACE OF ORGANIZATION
        DELAWARE
- -----------------------------------------------------------------------------
           NUMBER OF             7       SOLE VOTING POWER
            SHARES                       27,502,855
         BENEFICIALLY
           OWNED BY
             EACH
           REPORTING
            PERSON
             WITH
- -----------------------------------------------------------------------------
                                 8       SHARED VOTING POWER

- -----------------------------------------------------------------------------
                                 9       SOLE DISPOSITIVE POWER
                                         27,502,855
- -----------------------------------------------------------------------------
                                 10      SHARED DISPOSITIVE POWER
- -----------------------------------------------------------------------------
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
        27,502,855
- -----------------------------------------------------------------------------
12      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
        CERTAIN SHARES*
                                                                        [ ]
- -----------------------------------------------------------------------------
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
        79.7%
- -----------------------------------------------------------------------------
14      TYPE OF REPORTING PERSON*
        CO
=============================================================================

                     *SEE INSTRUCTIONS BEFORE FILLING OUT!




<PAGE>
- -----------------------------------------------------------------------------
CUSIP No. 393648-10-0                 13D                Page 5 of 21 Pages
- -----------------------------------------------------------------------------

=============================================================================
1       NAMES OF REPORTING PERSON
        I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
        LONE STAR OPPORTUNITY FUND, L.P.
- -----------------------------------------------------------------------------
2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                   (a) [ ]
                                                                   (b) [ ]
- -----------------------------------------------------------------------------
3       SEC USE ONLY
- -----------------------------------------------------------------------------
4       SOURCE OF FUNDS*
        AF
- -----------------------------------------------------------------------------
5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
        ITEM 2(d) or 2(e)
                                                                       [ ]
- -----------------------------------------------------------------------------
6       CITIZENSHIP OR PLACE OF ORGANIZATION
        DELAWARE
- -----------------------------------------------------------------------------
           NUMBER OF             7       SOLE VOTING POWER
            SHARES                       27,502,855
         BENEFICIALLY
           OWNED BY
             EACH
           REPORTING
            PERSON
             WITH
- -----------------------------------------------------------------------------
                                 8       SHARED VOTING POWER
- -----------------------------------------------------------------------------
                                 9       SOLE DISPOSITIVE POWER
                                         27,502,855
- -----------------------------------------------------------------------------
                                 10      SHARED DISPOSITIVE POWER
- -----------------------------------------------------------------------------
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
        27,502,855
- -----------------------------------------------------------------------------
12      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
        CERTAIN SHARES*
                                                                     [ ]
- -----------------------------------------------------------------------------
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
        79.7%
- -----------------------------------------------------------------------------
14      TYPE OF REPORTING PERSON*
        PN
=============================================================================

                     *SEE INSTRUCTIONS BEFORE FILLING OUT!



<PAGE>
- -----------------------------------------------------------------------------
CUSIP No. 393648-10-0                 13D                Page 6 of 21 Pages
- -----------------------------------------------------------------------------

=============================================================================
1       NAMES OF REPORTING PERSON
        I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
        LONE STAR PARTNER, L.P.
- -----------------------------------------------------------------------------
2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                   (a) [ ]
                                                                   (b) [ ]
- -----------------------------------------------------------------------------
3       SEC USE ONLY
- -----------------------------------------------------------------------------
4       SOURCE OF FUNDS*
        AF
- -----------------------------------------------------------------------------
5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
        ITEM 2(d) or 2(e)
                                                                       [ ]
- -----------------------------------------------------------------------------
6       CITIZENSHIP OR PLACE OF ORGANIZATION
        DELAWARE
- -----------------------------------------------------------------------------
           NUMBER OF             7       SOLE VOTING POWER
            SHARES                       27,502,855
         BENEFICIALLY
           OWNED BY
             EACH
           REPORTING
            PERSON
             WITH
- -----------------------------------------------------------------------------
                                 8       SHARED VOTING POWER
- -----------------------------------------------------------------------------
                                 9       SOLE DISPOSITIVE POWER
                                         27,502,855
- -----------------------------------------------------------------------------
                                 10      SHARED DISPOSITIVE POWER
- -----------------------------------------------------------------------------
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
        27,502,855
- -----------------------------------------------------------------------------
12      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
        CERTAIN SHARES*
                                                                      [ ]
- -----------------------------------------------------------------------------
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
        79.7%
- -----------------------------------------------------------------------------
14      TYPE OF REPORTING PERSON*
        PN
=============================================================================

                     *SEE INSTRUCTIONS BEFORE FILLING OUT!



<PAGE>
- -----------------------------------------------------------------------------
CUSIP No. 393648-10-0                 13D                Page 7 of 21 Pages
- -----------------------------------------------------------------------------

=============================================================================
1       NAMES OF REPORTING PERSON
        I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
        LONE STAR MANAGEMENT CO., LTD.
- -----------------------------------------------------------------------------
2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                   (a) [ ]
                                                                   (b) [ ]
- -----------------------------------------------------------------------------
3       SEC USE ONLY
- -----------------------------------------------------------------------------
4       SOURCE OF FUNDS*
        AF
- -----------------------------------------------------------------------------
5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
        ITEM 2(d) or 2(e)
                                                                        [ ]
- -----------------------------------------------------------------------------
6       CITIZENSHIP OR PLACE OF ORGANIZATION
        DELAWARE
- -----------------------------------------------------------------------------
           NUMBER OF             7       SOLE VOTING POWER
            SHARES                       27,502,855
         BENEFICIALLY
           OWNED BY
             EACH
           REPORTING
            PERSON
             WITH
- -----------------------------------------------------------------------------
                                 8       SHARED VOTING POWER
- -----------------------------------------------------------------------------
                                 9       SOLE DISPOSITIVE POWER
                                         27,502,855
- -----------------------------------------------------------------------------
                                 10      SHARED DISPOSITIVE POWER
- -----------------------------------------------------------------------------
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
        27,502,855
- -----------------------------------------------------------------------------
12      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
        CERTAIN SHARES*
                                                                        [ ]
- -----------------------------------------------------------------------------
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
        79.7%
- -----------------------------------------------------------------------------
14      TYPE OF REPORTING PERSON*
        CO
=============================================================================

                     *SEE INSTRUCTIONS BEFORE FILLING OUT!



<PAGE>
- -----------------------------------------------------------------------------
CUSIP No. 393648-10-0                 13D                Page 8 of 21 Pages
- -----------------------------------------------------------------------------

=============================================================================
1       NAMES OF REPORTING PERSON
        I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
        HUDSON ADVISORS, L.L.C.
- -----------------------------------------------------------------------------
2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                  (a) [ ]
                                                                  (b) [ ]
- -----------------------------------------------------------------------------
3       SEC USE ONLY
- -----------------------------------------------------------------------------
4       SOURCE OF FUNDS*
        AF
- -----------------------------------------------------------------------------
5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
        ITEM 2(d) or 2(e)
                                                                      [ ]
- -----------------------------------------------------------------------------
6       CITIZENSHIP OR PLACE OF ORGANIZATION
        TEXAS
- -----------------------------------------------------------------------------
           NUMBER OF             7       SOLE VOTING POWER
            SHARES                       27,505,055
         BENEFICIALLY
           OWNED BY
             EACH
           REPORTING
            PERSON
             WITH
- -----------------------------------------------------------------------------
                                 8       SHARED VOTING POWER
- -----------------------------------------------------------------------------
                                 9       SOLE DISPOSITIVE POWER
                                         27,505,055
- -----------------------------------------------------------------------------
                                 10      SHARED DISPOSITIVE POWER
- -----------------------------------------------------------------------------
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
        27,505,055*
- -----------------------------------------------------------------------------
12      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
        CERTAIN SHARES*
                                                                      [ ]
- -----------------------------------------------------------------------------
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
        79.7%
- -----------------------------------------------------------------------------
14      TYPE OF REPORTING PERSON*
        OO
=============================================================================

                     *SEE INSTRUCTIONS BEFORE FILLING OUT!



<PAGE>
- -----------------------------------------------------------------------------
CUSIP No. 393648-10-0                 13D                Page 9 of 21 Pages
- -----------------------------------------------------------------------------

=============================================================================
1       NAMES OF REPORTING PERSON
        I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
        JOHN P. GRAYKEN
- -----------------------------------------------------------------------------
2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                  (a) [ ]
                                                                  (b) [ ]
- -----------------------------------------------------------------------------
3       SEC USE ONLY
- -----------------------------------------------------------------------------
4       SOURCE OF FUNDS*
        AF
- -----------------------------------------------------------------------------
5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
        ITEM 2(d) or 2(e)
                                                                      [ ]
- -----------------------------------------------------------------------------
6       CITIZENSHIP OR PLACE OF ORGANIZATION
        IRELAND
- -----------------------------------------------------------------------------
           NUMBER OF             7       SOLE VOTING POWER
            SHARES                       27,505,055
         BENEFICIALLY
           OWNED BY
             EACH
           REPORTING
            PERSON
             WITH
- -----------------------------------------------------------------------------
                                 8       SHARED VOTING POWER
- -----------------------------------------------------------------------------
                                 9       SOLE DISPOSITIVE POWER
                                         27,505,055
- -----------------------------------------------------------------------------
                                 10      SHARED DISPOSITIVE POWER
- -----------------------------------------------------------------------------
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
        27,505,055
- -----------------------------------------------------------------------------
12      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
        CERTAIN SHARES*
                                                                      [ ]
- -----------------------------------------------------------------------------
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
        79.7%
- -----------------------------------------------------------------------------
14      TYPE OF REPORTING PERSON*
        IN
=============================================================================

                     *SEE INSTRUCTIONS BEFORE FILLING OUT!




<PAGE>
- -----------------------------------------------------------------------------
CUSIP No. 393648-10-0                 13D                Page 10 of 21 Pages
- -----------------------------------------------------------------------------

ITEM 1.    SECURITY AND ISSUER.

This statement relates to the common stock, $0.01 par value per share (the
"Common Stock"), of Greenbriar Corporation, a Nevada corporation ("Greenbriar").
The address of the principal executive offices of Greenbriar is 4265 Kellway
Circle, Addison, Texas 75244.

ITEM 2.    IDENTITY AND BACKGROUND.

This statement is filed on behalf of LSOF Pooled Equity, L.P., a Delaware
limited partnership ("Pooled Equity"). The general partner of Pooled Equity is
LSOF GenPar, Inc., a Delaware corporation ("GenPar"). The sole stockholder of
GenPar is Lone Star Opportunity Fund, L.P. ("Lone Star"). The general partner of
Lone Star is Lone Star Partner, L.P., a Delaware limited partnership
("Partner"). The general partner of Partner is Lone Star Management Co., Ltd., a
Delaware corporation ("Management"). Hudson Advisors, L.L.C., a Texas limited
liability company ("Hudson"), is the asset manager of the Common Stock, pursuant
to an Asset Management Agreement. Hudson is the sole stockholder of Terlingua
Advisors, Inc., a Delaware corporation ("Terlingua"). John P. Grayken
("Grayken"), a resident of the United Kingdom, is the sole stockholder, sole
director and President of Management and the sole beneficial owner of Hudson.
However, Grayken disclaims beneficial ownership in the Common Stock. GenPar,
Lone Star, Partner, Management and Hudson are herein referred to as "Control
Persons."

The address of the principal offices and business address of Pooled Equity, Lone
Star, Partner and Management is 600 North Pearl Street, Suite 1550, Dallas,
Texas 75201. The address of the principal offices and business address of Hudson
and Terlingua is 600 North Pearl Street, Suite 1500, Dallas, Texas 75201. The
business address of Grayken, is 50 Welbeck Street, London, United Kingdom,
W1M7HE.

Pooled Equity, GenPar, Lone Star, Partner, Management, Hudson and Terlingua are
all part of a private investment partnership investing in a broad range of
primarily real estate related investments. Lone Star's investors are primarily
pension funds and other institutional investors. Grayken's principal occupation
is serving in the aforementioned offices of Management.

None of Pooled Equity, GenPar, Lone Star, Partner, Management, Hudson, Terlingua
or Grayken has, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations and similar misdemeanors).

None of Pooled Equity, GenPar, Lone Star, Partner, Management, Hudson, Terlingua
or Grayken has, during the last five years, been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.

Other Information
- -----------------

           Attached as Schedule I hereto is a list of the directors and
executive officers of GenPar, Management and Hudson, which contains the
following information with respect to each person:

           (i)        name;

           (ii)       principal business address; and

           (iii)      present principal occupation or employment.

           None of the entities or persons identified on Schedule I hereto has,
during the last five years, been convicted in a criminal proceeding (excluding


<PAGE>
- -----------------------------------------------------------------------------
CUSIP No. 393648-10-0                 13D                Page 11 of 21 Pages
- -----------------------------------------------------------------------------

traffic violations or similar misdemeanors). None of the entities or persons
identified on Schedule I hereto has, during the last five years, been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws. Each person identified on Schedule I hereto
is a United States citizen.

ITEM 3.    SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

On January 13, 1998, Lone Star purchased (i) 1,400,000 shares of Greenbriar's
Series F Senior Convertible Preferred Stock (the "Series F Preferred"), $0.10
par value per share, at a purchase price of $10.00 per share and (ii) 800,000
shares of Greenbriar's Series G Senior Non-Voting Convertible Preferred Stock
$0.10 par value per share (the "Series G Preferred"), at a purchase price of
$10.00 per share. The Series F Preferred and Series G Preferred (collectively,
the "Preferred Stock") were convertible, subject to the terms of the Preferred
Stock, into shares of Common Stock, based on a conversion price of $17.50 per
share of Common Stock. The aggregate purchase price for the Preferred Stock was
$22,000,000 and was funded by capital contributions from Lone Star's partners.
Lone Star assigned the Preferred Stock to LSOF Greenbriar, L.L.C., a Delaware
limited liability and wholly owned subsidiary of Lone Star ("LSOF Greenbriar")
pursuant to an Assignment and Assumption Agreement dated January 13, 1998. On
July 23, 1998, LSOF Greenbriar assigned the Preferred Stock to Pooled Equity.

The terms of the Preferred Stock are set forth in (i) the Stock Purchase
Agreement dated as of December 31, 1997 between Greenbriar and Lone Star filed
as Exhibit 1 hereto (the "Stock Purchase Agreement"), (ii) the Certificate of
Voting Powers, Designations, Preferences and Relative, Participating, Optional
or other Special Rights of Series F Senior Convertible Preferred Stock filed as
Exhibit 2 hereto (the "Series F Certificate of Designation") and (iii) the
Certificate of Voting Powers, Designations, Preferences and Relative,
Participating, Optional or Other Special Rights of Series G Senior Non-Voting
Convertible Preferred Stock filed as Exhibit 3 hereto (the "Series G Certificate
of Designation," and together with the Series F Certificate of Designation, the
"Certificates of Designation").

On February 1, 2000 Greenbriar redeemed 189,381 shares of Series G Preferred
owned directly by Pooled Equity for an aggregate price of $2,500,000, which
equals a price of $13.20 per share. Such redemption was pursuant to a letter
agreement between LSOF Greenbriar and Greenbriar dated January 31, 2000 (the
"First Letter Agreement"), filed as Exhibit 6 hereto, whereby Greenbriar agreed
to use all proceeds, after payment of reasonable out-of-pocket expenses, from
the sale or refinancing of capital assets to redeem shares of Preferred Stock.
On March 1, 2000, LSOF Greenbriar assigned all of its rights in such letter
agreement to Pooled Equity pursuant to an Assignment of Rights filed as Exhibit
8 hereto (the "Assignment of Rights").

On February 4, 2000, Greenbriar redeemed 75,722 shares of Series G Preferred
owned directly by Pooled Equity for an aggregate price of $1,000,000, which
equals a price of $13.20 per share. Such redemption was pursuant to a letter
agreement between LSOF Greenbriar and Greenbriar dated February 4, 2000 filed as
Exhibit 7 hereto. On March 1, 2000, LSOF Greenbriar assigned all of its rights
in such letter agreement to Pooled Equity pursuant to the Assignment of Rights.

On April 14, 2000 Greenbriar redeemed 37,200 shares of Series G Preferred owned
directly by Pooled Equity for an aggregate price of $500,000, which equals a
price of $13.44 per share. Such redemption was pursuant to a letter agreement
between Pooled Equity and Greenbriar dated April 14, 2000 filed as Exhibit 9
hereto.

While conducting due diligence in response to certain discussions with
Greenbriar to modify and/or extend certain provisions of the Certificates of
Designation, Pooled Equity learned and verified through review of Greenbriar's
corporate records that, since the date of issuance of the Series F Preferred and
the Series G Preferred, Greenbriar has issued (the "Option Issuances") various

<PAGE>
- -----------------------------------------------------------------------------
CUSIP No. 393648-10-0                 13D                Page 12 of 21 Pages
- -----------------------------------------------------------------------------

options (each a "Stock Option") to purchase shares of Common Stock to certain
employees, officers and directors of Greenbriar. Greenbriar never notified
Pooled Equity or any of its affiliates of these issuances, as required by the
Certificates of Designation. These Option Issuances triggered the antidilution
provisions under the Certificates of Designation, which provisions provide that
the conversion price for the Preferred Stock shall be adjusted downward, based
on the exercise prices per share of Common Stock with respect to these Option
Issuances. The lowest exercise price for any Stock Option is $0.69 per share of
Common Stock. Consequently, the conversion price for the Series F Preferred and
the Series G Preferred has been automatically (and without further action on the
part of Greenbriar or Pooled Equity) adjusted downward from $17.50 per share of
Common Stock to $0.69 per share of Common Stock. As a result, each share of
Preferred Stock, which had a liquidation preference of $10.00 per share, has
become convertible into approximately 14.49 shares of Common Stock.

On October 26, 2000, Terlingua purchased 2,200 shares (the "Terlingua Shares")
of Common Stock on the open market for a purchase price of $0.75 per share. The
aggregate purchase price for the Terlingua Shares was $1650.00 and was funded
from working capital of Terlingua.

On October 30, 2000, Pooled Equity delivered to Greenbriar a written Notice of
Conversion (the "Conversion Notice"), filed as Exhibit 10 hereto, whereby Pooled
Equity elected to convert the (i) 1,400,000 shares of Series F Preferred and
(ii) 497,697 shares of Series G Preferred owned by it (a total of 1,897,697
shares of Preferred Stock) into 27,502,855 shares of Common Stock. The
Conversion Notice directed the Company to immediately issue to Pooled Equity the
lesser of (i) 6,955,135 shares of Common Stock and (ii) such number of shares of
Common Stock that would equal 49.8% of the outstanding Common Stock. The
Conversion Notice also directed the Company to issue the remaining shares (the
"Remaining Common Shares") of Common Stock due to Pooled Equity as a result of
the conversion of the Preferred Stock upon written notice from Pooled Equity
that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976 had expired or terminated (or such act was no longer applicable) with
respect the conversion of the Preferred Stock.

On October 31, 2000, Greenbriar notified Pooled Equity that, in Greenbriar's
opinion, the Conversion Notice may be invalid and/or that Pooled Equity may not
have perfected its conversion rights with respect to the Preferred Stock.

While Pooled Equity believes that it has delivered a valid Conversion Notice,
Pooled Equity has proposed to Greenbriar a consensual restructuring of the terms
of Pooled Equity's investment in Greenbriar. Such restructuring may involve the
rescission by Pooled Equity of the Conversion Notice. Greenbriar has advised
Pooled Equity that its board of directors (the "Board of Directors") must
consider any restructuring proposals and will do so at a meeting of the Board of
Directors to be held the week of November 6, 2000. Consequently, at this time,
there can be no assurance that Pooled Equity or Greenbriar will be able to agree
upon the terms of any such consensual restructuring or that the Conversion
Notice will be rescinded.

In response to Greenbriar's allegation that the Conversion Notice may be invalid
and/or that Pooled Equity may not have perfected its conversion rights with
respect to the Preferred Stock, on November 3, 2000, Pooled Equity filed a
petition (the "Petition") in State District Court in Dallas County, Texas
seeking a judgment declaring that the Conversion Notice is valid and effective
as of October 30, 2000 and that it is entitled to convert the Preferred Stock
into Common Stock at a price of $0.69 per share of Common Stock. Additionally,
Pooled Equity seeks a permanent injunction barring Greenbriar from taking any
action that would impair or prejudice Pooled Equity's rights in the Preferred
Stock and Common Stock. As of the time of filing of this Amendment No. 4 to
Schedule 13D, the Court had not acted on Pooled Equity's Petition. A copy of the
Petition is attached hereto as Exhibit 11.

<PAGE>
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CUSIP No. 393648-10-0                 13D                Page 13 of 21 Pages
- -----------------------------------------------------------------------------

ITEM 4.    PURPOSE OF THE TRANSACTION.

The transactions described in Item 3 above occurred as a result of privately
negotiated transactions with Greenbriar. In each case, Lone Star acquired the
Preferred Stock and the Common Stock issuable upon conversion thereof and
Terlingua acquired the Terlingua Shares for investment purposes.

Once the Remaining Common Shares are issued to Pooled Equity and Pooled Equity
thereby becomes a majority Stockholder of Greenbriar, Pooled Equity intends to
seek majority representation on the board of directors of Greenbriar as promptly
as is practicable and, through such board representation, influence the
management of Greenbriar. While Pooled Equity does not have any plans for any
extraordinary corporate or sale transactions involving Greenbriar, Pooled Equity
intends to consider strategic alternatives to maximize stockholder value.

Pooled Equity intends to make open market purchases of Common Stock from time to
time.

Other than as described above, none of Pooled Equity or any Control Person has
any present plans or intentions which would result in or relate to any of the
transactions described in subparagraphs (a) through (j) of Item 4 of Schedule
13D.

ITEM 5.    INTEREST IN SECURITIES OF THE ISSUER.

Pooled Equity, GenPar, Lone Star, Partner, and Management each beneficially owns
and has the sole power to vote and dispose of 27,502,855 shares of Common Stock
as described above (which, upon conversion of the Preferred Stock, would be
approximately 79.7% of the shares of Common Stock based on the information as to
the number of shares of Common Stock outstanding on August 11, 2000, as reported
in Greenbriar's Quarterly Report on Form 10-Q for the period ended June 30,
2000). Hudson and Grayken each beneficially owns and has the sole power to vote
and dispose of 27,505,055 shares of Common Stock as described above (which, upon
conversion of the Preferred Stock, would be approximately 79.7% of the shares of
Common Stock based on the information as to the number of shares of Common Stock
outstanding on August 11, 2000, as reported Greenbriar's Quarterly Report on
Form 10-Q for the period ended June 30, 2000). Terlingua beneficially owns and
has the sole power to vote and dispose of 2,200 shares of Common Stock as
described above (which, upon conversion of the Preferred Stock, would be
approximately 0.1% of the shares of Common Stock based on the information as to
the number of shares of Common Stock outstanding on August 11, 2000, as reported
Greenbriar's Quarterly Report on Form 10-Q for the period ended June 30, 2000).
Except as described in Item 3, none of Pooled Equity or any Control Person has
effected any transaction in any shares of Common Stock during the past sixty
days.


ITEM 6.    CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
           TO SECURITIES OF THE ISSUER.

Certain rights relating to the Preferred Stock granted to Pooled Equity, as an
assignee of Lone Star and LSOF Greenbriar, by Greenbriar are set forth in the
Stock Purchase Agreement. Additional rights relating to the Preferred Stock
granted to Pooled Equity are set forth in the Certificates of Designation.
Certain registration rights granted to Pooled Equity are set forth in a
Registration Rights Agreement dated as of December 31, 1997 filed as Exhibit 4
hereto.

In connection with the purchase of the Preferred Stock, Greenbriar and Lone Star
entered into an Agreement (the "Make-Whole Agreement") filed as Exhibit 5 hereto
which generally provides that Greenbriar is obligated to make a cash payment to
the holder of the Preferred Stock sufficient to provide a 20% annual rate of
return on Lone Star's purchase of the Preferred Stock (including dividends
received by such holder) upon conversion of all of the Preferred Stock into
Common Stock, or in certain other events including, a repurchase of the
Preferred Stock by Greenbriar based upon a breach by Greenbriar of certain
provisions in the Stock Purchase Agreement. Upon the conversion of the Preferred

<PAGE>
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CUSIP No. 393648-10-0                 13D                Page 14 of 21 Pages
- -----------------------------------------------------------------------------

Stock into Common Stock, an estimated payment (as determined by Pooled Equity)
of approximately $11 million became due from Greenbriar to Pooled Equity
pursuant to the Make-Whole Agreement.

ITEM 7.    MATERIAL TO BE FILED AS EXHIBITS.

1.         Stock Purchase Agreement dated as of December 31, 1997 between
           Greenbriar and Lone Star.

2.         Certificate of Voting Powers, Designations, Preferences and Relative,
           Participating, Optional or Other Special Rights of Series F Senior
           Convertible Preferred Stock of Greenbriar Corporation.

3.         Certificate of Voting Powers, Designations, Preferences and Relative,
           Participating, Optional or Other Special Rights of Series G Senior
           Non-Voting Convertible Preferred Stock of Greenbriar Corporation.

4.         Registration Rights Agreement dated as of January 13, 1998 between
           Greenbriar and Lone Star.

5.         Agreement dated as of December 31, 1997 between Greenbriar and Lone
           Star.

6.         Letter Agreement dated as of January 31, 2000 between LSOF Greenbriar
           and Greenbriar.

7.         Letter Agreement dated as of February 4, 2000 between LSOF Greenbriar
           and Greenbriar.

8.         Assignment of Rights dated March 1, 2000 between LSOF Greenbriar and
           Pooled Equity.

9.         Letter Agreement dated as of April 14, 2000 between Pooled Equity and
           Greenbriar.

10.        Notice of Conversion dated as of October 30, 2000 from Pooled Equity
           to Greenbriar.

11.        Pooled Equity's Original Petition (Cause No. 00-08824-I), filed on
           November 3, 2000, in State District Court, Dallas County, Texas.


<PAGE>
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CUSIP No. 393648-10-0                 13D                Page 15 of 21 Pages
- -----------------------------------------------------------------------------



                                    SIGNATURE

         After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.




Date: November 3, 2000           LSOF POOLED EQUITY, L.P.

                                 By:    LSOF GenPar, Inc., its General Partner



                                        By:/s/ J.D. Dell
                                           -------------
                                           J.D. Dell
                                           Vice President




Date: November 3, 2000           LSOF GENPAR, INC.

                                 By:/s/ J.D. Dell
                                    -------------
                                    J.D. Dell
                                    Vice President




Date: November 3, 2000           LONE STAR OPPORTUNITY FUND, L.P.

                                 By:    Lone Star Partner, L.P.,
                                 its    General Partner

                                        By:   Lone Star Management Co., Ltd.,
                                        its:  General Partner

                                              By:/s/ J.D. Dell
                                                 -------------
                                                 J.D. Dell
                                                 Vice President


<PAGE>
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CUSIP No. 393648-10-0                 13D                Page 16 of 21 Pages
- -----------------------------------------------------------------------------


Date: November 3, 2000           LONE STAR PARTNER, L.P.

                                 By:    Lone Star Management Co., Ltd.,
                                 its:   General Partner

                                        By:/s/ J.D. Dell
                                           -------------
                                           J.D. Dell
                                           Vice President




Date: November 3, 2000           LONE STAR MANAGEMENT CO., LTD.

                                 By:/s/ J.D. Dell
                                    -------------
                                    J.D. Dell
                                    Vice President




Date: November 3, 2000           HUDSON ADVISORS, L.L.C.

                                 By:/s/ J.D. Dell
                                    -------------
                                    J.D. Dell
                                    Executive Vice President




Date: November 3, 2000           TERLINGUA ADVISORS, INC.

                                 By:/s/ J.D. Dell
                                    -------------
                                    J.D. Dell
                                    Vice President



Date: November 3, 2000           /s/ John P. Grayken
                                 -------------------
                                 John P. Grayken


<PAGE>
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CUSIP No. 393648-10-0                 13D                Page 17 of 21 Pages
- -----------------------------------------------------------------------------

                                  EXHIBIT INDEX


99.1       Stock Purchase Agreement dated as of December 31, 1997 between
           Greenbriar and Lone Star.*

99.2       Certificate of Voting Powers, Designations, Preferences and Relative,
           Participating, Optional or Other Special Rights of Series F Senior
           Convertible Preferred Stock of Greenbriar Corporation.*

99.3       Certificate of Voting Powers, Designations, Preferences and Relative,
           Participating, Optional or other Special Rights of Series G Senior
           Non-Voting Convertible Preferred Stock of Greenbriar Corporation.*

99.4       Registration Rights Agreement dated as of January 13, 1998 between
           Greenbriar and Lone Star.*

99.5       Agreement dated as of December 31, 1997 between Greenbriar and Lone
           Star.*

99.6       Letter Agreement dated January 31, 2000 between LSOF Greenbriar and
           Greenbriar.**

99.7       Letter Agreement dated February 4, 2000 between LSOF Greenbriar and
           Greenbriar.**

99.8       Assignment of Rights dated March 1, 2000 between LSOF Greenbriar and
           Pooled Equity.**

99.9       Letter Agreement dated April 14, 2000 between Pooled Equity and
           Greenbriar.***

99.10      Notice of Conversion dated as of October 30, 2000 from Pooled Equity
           to Greenbriar.****

99.11      Pooled Equity's Original Petition (Cause No. 00-08824-I), filed on
           November 3, 2000, in State District Court, Dallas County, Texas.


*Incorporated by reference to the Schedule 13D filed on behalf of Lone Star
Opportunity Fund, L.P. on January 22, 1998.

**Incorporated by reference to the Schedule 13D (Amendment No. 1) filed on
behalf of LSOF Pooled Equity, L.P. on April 6, 2000.

***Incorporated by reference to the Schedule 13D (Amendment No. 2) filed on
behalf of LSOF Pooled Equity, L.P. on April 28, 2000.

****Incorporated by reference to the Schedule 13D (Amendment No. 3) filed on
behalf of LSOF Pooled Equity, L.P. on November 2, 2000.


<PAGE>
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CUSIP No. 393648-10-0                 13D                Page 18 of 21 Pages
- -----------------------------------------------------------------------------

                                                                      SCHEDULE I
                                                                      ----------



Instruction C. Information for Officers and Directors of GenPar, Management,
Hudson and Terlingua.

                               OFFICERS OF GENPAR

Name:                                   J.D. Dell

Present Principal Occupation or
Employment:                             Vice President

Business Address:                       LSOF GenPar, Inc.
                                        600 North Pearl Street
                                        Suite 1550
                                        Dallas, Texas 75201

Name:                                   Benjamin D. Velvin, III

Present Principal Occupation or
Employment:                             Vice President and Assistant Secretary

Business Address:                       LSOF GenPar, Inc.
                                        600 North Pearl Street
                                        Suite 1550
                                        Dallas, Texas 75201

Name:                                   Louis Paletta

Present Principal Occupation or
Employment:                             Vice President

Business Address:                       LSOF GenPar, Inc.
                                        600 North Pearl Street
                                        Suite 1550
                                        Dallas, Texas 75201

Name:                                   Len W. Allen, Jr.

Present Principal Occupation or
Employment:                             Vice President

Business Address:                       LSOF GenPar, Inc.
                                        600 North Pearl Street
                                        Suite 1550
                                        Dallas, Texas 75201


<PAGE>
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CUSIP No. 393648-10-0                 13D                Page 19 of 21 Pages
- -----------------------------------------------------------------------------

                             OFFICERS OF MANAGEMENT


Name:                                   J.D. Dell

Present Principal Occupation or
Employment:                             Vice President

Business Address:                       Lone Star Management Co., Ltd.
                                        600 North Pearl Street
                                        Suite 1550
                                        Dallas, Texas 75201

Name:                                   Louis Paletta

Present Principal Occupation or
Employment:                             Vice President

Business Address:                       Lone Star Management Co., Ltd.
                                        600 North Pearl Street
                                        Suite 1550
                                        Dallas, Texas 75201

Name:                                   Benjamin D. Velvin, III

Present Principal Occupation or
Employment:                             Vice President and Assistant Secretary

Business Address:                       Lone Star Management Co., Ltd.
                                        600 North Pearl Street
                                        Suite 1550
                                        Dallas, Texas 75201


<PAGE>
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CUSIP No. 393648-10-0                 13D                Page 20 of 21 Pages
- -----------------------------------------------------------------------------



                               OFFICERS OF HUDSON


Name:                                  Robert J. Corcoran

Present Principal Occupation or
Employment:                            President and Chief Financial Officer

Business Address:                      Hudson Advisors, L.L.C.
                                       600 North Pearl Street
                                       Suite 1500
                                       Dallas, Texas 75201

Name:                                  J.D. Dell

Present Principal Occupation or
Employment:                            Executive Vice President

Business Address:                      Hudson Advisors, L.L.C.
                                       600 North Pearl Street
                                       Suite 1550
                                       Dallas, Texas 75201


<PAGE>
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CUSIP No. 393648-10-0                 13D                Page 21 of 21 Pages
- -----------------------------------------------------------------------------




                        DIRECTORS & OFFICERS OF TERLINGUA

Name:                                               Robert J. Corcoran

Present Principal Occupation or
Employment:                                         Director and President

Business Address:                                   Terlingua Advisors, Inc.
                                                    600 North Pearl Street
                                                    Suite 1500
                                                    Dallas, Texas 75201

Name:                                               J.D. Dell

Present Principal Occupation or
Employment:                                         Director and Vice President

Business Address:                                   Terlingua Advisors, Inc.
                                                    600 North Pearl Street
                                                    Suite 1550
                                                    Dallas, Texas 75201

Name:                                               Steven R. Shearer

Present Principal Occupation or
Employment:                                         Vice President

Business Address:                                   Terlingua Advisors, Inc.
                                                    600 North Pearl Street
                                                    Suite 1500
                                                    Dallas, Texas 75201

Name:                                               Len W. Allen, Jr.

Present Principal Occupation or
Employment:                                         Vice President

Business Address:                                   Terlingua Advisors, Inc.
                                                    600 North Pearl Street
                                                    Suite 1550
                                                    Dallas, Texas 75201



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>EXHIBIT 99.11
<TEXT>


                                                                   EXHIBIT 99.11
                        POOLED EQUITY'S ORIGINAL PETITION
                        ---------------------------------


                              CAUSE NO. 00-08824-I

LSOF POOLED EQUITY, L.P.                    ss.       IN THE DISTRICT COURT
                                            ss.
                           Plaintiff,       ss.
                                            ss.
v.                                          ss.       162nd JUDICIAL DISTRICT
                                            ss.
GREENBRIAR CORPORATION                      ss.
                                            ss.
                           Defendant.       ss.       DALLAS COUNTY, TEXAS


                          PLAINTIFF'S ORIGINAL PETITION
                          -----------------------------

                  Plaintiff LSOF Pooled Equity, L.P. ("Pooled Equity")
respectfully files this its Original Petition, and would show as follows:

                                       I.
                                  INTRODUCTION
                                  ------------

                  Pooled Equity is a preferred stockholder of Greenbriar
Corporation ("Greenbriar"). Pooled Equity is entitled to convert its shares of
Preferred Stock (as defined herein) of Greenbriar into shares of common stock of
Greenbriar (the "Common Stock") at a conversion price of $0.69 per share of
Common Stock. On October 30, 2000, Pooled Equity notified Greenbriar of its
election to convert the Preferred Stock into Common Stock. However, Greenbriar
has refused to comply with Pooled Equity's election. Accordingly, Pooled Equity
seeks a judgment from the Court declaring that it has lawfully converted the
Preferred Stock into Common Stock at a conversion price of $0.69 per share of
Common Stock. Additionally, Pooled Equity seeks a temporary and permanent
injunction barring Greenbriar from taking any action that would impair or
prejudice Pooled Equity's rights in the Preferred Stock and the Common Stock.

                                       II.
                                    DISCOVERY
                                    ---------

                  1. Pooled Equity requests that discovery be conducted in this
case under a Level 2 discovery control plan pursuant to Texas Rule of Civil
Procedure 190.3.

<PAGE>

                                      III.
                                     PARTIES
                                     -------

                  2. Plaintiff Pooled Equity is a limited partnership organized
and existing under the laws of the State of Delaware with its principal place of
business in Dallas County, Texas.

                  3. Defendant Greenbriar is a corporation organized and
existing under the laws of the State of Nevada with its principal place of
business in Dallas County, Texas. Greenbriar may be served through its President
James R. Gilley, at Greenbriar's principal place of business at 4265 Kellway
Circle, Addison, Texas 75244.

                                      IV.
                              JURISDICTION & VENUE
                              --------------------

                  4. The Court has subject matter jurisdiction because the
amount in controversy exceeds the minimum jurisdictional limits of this Court.
The Court has personal jurisdiction over Greenbriar because it has conducted
business in the State of Texas by entering into contracts with Pooled Equity and
other Texas residents, which contracts are performable, in whole or in part, in
Texas. TEX. CIV. PRAC. & REM. CODEss.17.042.

                  5. Venue of this action is proper in Dallas County, Texas,
pursuant to Section 15.002(a)(1) and (3) of the Texas Civil Practice and
Remedies Code, because all or a substantial part of the events or omissions
giving rise to the claim occurred in Dallas County, Texas and because Greenbriar
maintains its principal office in Dallas County, Texas.

                                       V.
                               FACTUAL BACKGROUND
                               ------------------

                  6. On January 13, 1998, a company affiliated with Pooled
Equity purchased (i) 1,400,000 shares of Greenbriar's Series F Senior
Convertible Preferred Stock (the "Series F Preferred"), and (ii) 800,000 shares
of Greenbriar's Series G Senior Non-Voting Convertible Preferred Stock (the
"Series G Preferred", and, collectively, the "Preferred Stock"). The aggregate
purchase price Pooled Equity paid for the Preferred Stock was $22,000,000.2

- -----------------------
2 Lone Star Opportunity Fund. L.P. ("Lone Star") initially purchased the
Preferred Stock, which was assigned to LSOF Greenbriar, L.L.C ("LSOF
Greenbriar"), a wholly owned subsidiary of Lone Star, pursuant to an Assignment
and Assumption Agreement dated January 13, 1998. On July 23, 1998, LSOF
Greenbriar assigned the Preferred Stock to Pooled Equity.

<PAGE>


                  7. Subject to certain terms and conditions, the Preferred
Stock was convertible into shares of Greenbriar Common Stock, at an initial
conversion price of $17.50 per share of Common Stock. The terms governing such a
conversion of the Preferred Stock are set forth in (i) the Certificate of Voting
Powers, Designations, Preferences and Relative, Participating, Optional or other
Special Rights of Series F Senior Convertible Preferred Stock (the "Series F
Certificate of Designation") and (ii) the Certificate of Voting Powers,
Designations, Preferences and Relative, Participating, Optional or Other Special
Rights of Series G Senior Non-Voting Convertible Preferred Stock (the "Series G
Certificate of Designation," which together with the Series F Certificate of
Designation, shall be collectively referred to as the "Certificates of
Designation"). True and correct copies of each of these documents are attached
hereto as Exhibits "A" and "B," respectively, and incorporated herein for all
purposes.

                  8. In late October 2000, while conducting due diligence
related to a proposal by Greenbriar to defer the conversion provisions of the
Certificates of Designation, Pooled Equity learned that, since the date of
issuance of the Preferred Stock, Greenbriar had granted various options to
purchase shares of Common Stock to certain employees, officers and directors of
Greenbriar. The grant of these options triggered the anti-dilution provisions of
the Certificates of Designation.

                  9. The anti-dilution provisions provide that, subject to
certain limited exceptions, the conversion price for the Preferred Stock shall
be adjusted, when, among other things, stock options are granted with an
exercise price per share that is lower than the Preferred Stock conversion
price. The lowest exercise price for a Greenbriar stock option which has been
granted is $0.69 per share of Common Stock. Consequently, the conversion price
for the Preferred Stock has fallen from $17.50 per share of Common Stock to
$0.69 per share of Common Stock.

                  10. On October 30, 2000, Pooled Equity delivered to Greenbriar
a written notice of conversion (the "Conversion Notice"), whereby Pooled Equity
elected to convert the (i) 1,400,000 shares of Series F Preferred and (ii)
497,697 shares of Series G Preferred owned by it (a total of 1,897,697 shares of
Preferred Stock) into shares of Common Stock.3 Assuming no accrued and unpaid
dividends, such 1,897,697 shares of Preferred Stock are convertible into
27,502,855 shares of Common Stock at a conversion price of $0.69. A true and

- --------------------------------
3 Earlier this year 302,303 shares of the Series G Preferred were redeemed.

<PAGE>

correct copy of the Conversion Notice is attached hereto as Exhibit "D" and
incorporated herein for all purposes.

                  11. The Conversion Notice directed Greenbriar to immediately
issue to Pooled Equity the lesser of (i) 6,955,135 shares of Common Stock and
(ii) such number of shares of Common Stock that would equal 49.8% of the
outstanding Common Stock. The Conversion Notice also directed Greenbriar to
issue the remaining shares of Common Stock due to Pooled Equity as a result of
the conversion of the Preferred Stock upon written notice from Pooled Equity
that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976 had expired or terminated with respect to the conversion of the
Preferred Stock, or was no longer available.

                  12. Greenbriar has refused to issue the Common Stock as
requested in the Conversion Notice and has advanced various, but meritless,
arguments as to why the Conversion Notice is allegedly not effective. In a tacit
admission that the Conversion Notice is effective, Greenbriar sent out notices
to its employees attempting to cancel the options that triggered the
anti-dilution provisions set forth in the Certificates of Designation. As a
matter of law, such notices cannot affect Pooled Equity's prior exercise of its
conversion rights.

                  13. Finally, on November 2, 2000, Greenbriar informed Pooled
Equity that based on a secretary's certificate of corporate resolutions (the
"Corporate Resolutions"), the maximum number of shares reserved for issuance
upon conversion is capped at 1,257,143. A true and correct copy of the Corporate
Resolutions is attached hereto as Exhibit "E" and incorporated herein for all
purposes. If Greenbriar is correct, and the number of shares of Common Stock
reserved for issuance upon conversion of the Preferred Stock is so capped, then
Greenbriar is in default under the Certificates of Designation for failing to
reserve a sufficient number of shares of common stock to effect the conversion.
This default triggers a variety of contractual remedies under the Certificates
of Designation, including (i) penalty dividends, (ii) the right to appoint 70%
of Greenbriar's board of directors and (iii) a Preferred Stock put right.


<PAGE>

                                      VI.
                                CAUSES OF ACTION
                                ----------------

                         COUNT ONE: DECLARATORY JUDGMENT
                         -------------------------------

                  14. The allegations of paragraphs 1 through 13 are
incorporated herein by reference as if set forth fully below.

                  15. A justiciable controversy has arisen regarding the rights
and status of Pooled Equity and Greenbriar vis-a-vis the Preferred Stock.
Pursuant to the provisions of Texas Civil Practice & Remedies Code Section
37.001 et seq., Pooled Equity seeks a declaratory judgment from this Court that
will establish the rights of Pooled Equity and Greenbriar under the Certificates
of Designation. Such a declaratory judgment will settle the rights and status of
the parties which are now in controversy.

                  16. Specifically, Pooled Equity seeks a declaratory judgment
stating that the antidilution provisions of the Certificates of Designation have
been triggered, and that the conversion price of the Preferred Stock is $0.69
per share of Common Stock. Additionally, Pooled Equity requests that the Court
find that Pooled Equity has properly exercised its right to convert the
Preferred Stock to Common Stock, and that the Notice of Conversion was effective
upon delivery to Greenbriar on October 30, 2000. Lastly, Pooled Equity seeks a
ruling from the Court that Pooled Equity's rights in the Common Stock have not
and will not be affected by any actions taken by Greenbriar after delivery of
the Notice of Conversion.4

                  17. Alternatively, and to the extent that the number of shares
of Common Stock reserved for issuance upon conversion of Pooled Equity's
Preferred Stock is capped at 1,257,143, Pooled Equity seeks a judgment from this
Court that Greenbriar has defaulted on its obligation to reserve a sufficient
number of shares of Common Stock to effect Pooled Equity's conversion rights. As
a result of such default, Pooled Equity is entitled to the full range of
remedies set forth in the Certificates of Designation.

                  COUNT TWO: TEMPORARY AND PERMANENT INJUNCTION
                  ---------------------------------------------

                  18. The allegations of Paragraphs 1-17 are incorporated herein
by reference as if set forth fully below.

- ----------------------------
4 Pursuant to ss. 6.5 of the Certificates of Designation, Greenbriar is
prohibited from taking any action that would impair Pooled Equity's conversion
rights in the Preferred Stock.

<PAGE>

                  19. Pooled Equity also seeks and is entitled to a temporary
and permanent injunction pursuant to Texas Civil Practice and Remedies Code
ss.65.011, because Greenbriar has already taken various measures in violation of
its duties to Pooled Equity under the Certificates of Designation. Upon
information and belief, Greenbriar is also contemplating additional measures in
an attempt to thwart Pooled Equity's conversion rights. Such actions may impair
and prejudice Greenbriar's conversion rights in the Preferred Stock and the
Common Stock, and will render any remedy at law that Pooled Equity may recover
herein inadequate. Moreover, the harm that Pooled Equity will suffer as a result
of Greenbriar's actions will be irreparable.

                  20. Accordingly, Pooled Equity is entitled to a permanent
injunction enjoining Greenbriar from taking any action that would impair or
prejudice Pooled Equity's rights in the Preferred Stock and the Common Stock.

                          COUNT THREE: ATTORNEYS' FEES
                          ----------------------------

                  21. The allegations of paragraphs 1 through 20 are
incorporated herein by reference as if set forth fully below.

                  22. Due to Greenbriar's actions, it has been necessary for
Pooled Equity to retain the undersigned legal counsel to prosecute this lawsuit
on its behalf. As a result, Pooled Equity has incurred attorneys' fees,
expenses, and costs, which Pooled Equity is entitled to recover from Greenbriar
under Texas law. TEX. CIV. PRAC. & REM. CODEss.37.009.

                                      VII.
                              CONDITIONS PRECEDENT
                              --------------------

                  23. All conditions precedent to the bringing of this action
have either occurred or have been performed, excused, or waived.

                                PRAYER FOR RELIEF
                                -----------------

                  WHEREFORE, PREMISES CONSIDERED, Pooled Equity respectfully
requests that Greenbriar be cited to appear and answer herein, and that upon
final hearing or trial of this matter, the Court enter an Order declaring that:

                  (1)      Pooled Equity has properly exercised its right to
                           convert the Preferred Stock into Common Stock, and
                           that the conversion price of the Preferred Stock is
                           $0.69 per share of Common Stock;

<PAGE>

                  (2)      Any actions that Greenbriar takes from and after
                           October 30, 2000, to impair Pooled Equity's rights in
                           the Common Stock will be of no force and effect;
                  (3)      Alternatively, the number of shares of Common Stock
                           reserved for issuance upon conversion of the
                           Preferred Stock is capped at 1,257,143, and as a
                           result, Greenbriar has defaulted on its obligations
                           to Pooled Equity under the Certificates of
                           Designation, which default entitles Pooled Equity the
                           full range of remedies set forth in the Certificates
                           of Designation;
                  (4)      Greenbriar is permanently enjoined from taking any
                           action inconsistent with its obligations to Pooled
                           Equity underss.6.5 of the Certificates of
                           Designation;
                  (5)      Pooled Equity is entitled to recover all court costs
                           and reasonable and necessary attorneys' fees and
                           expenses it has incurred in this case; and
                  (6)      Pooled Equity be granted any and all other relief, at
                           law and in equity, to which it may be justly
                           entitled.


                                     Respectfully submitted,


                                     /s/ T. Ray Guy
                                     -----------------------------------
                                     T. Ray Guy
                                     State Bar No. 08648500
                                     K. Todd Phillips
                                     State Bar No. 24002767
                                     WEIL, GOTSHAL & MANGES LLP
                                     100 Crescent Court, Suite 1300
                                     Dallas, Texas 75201-6950
                                     Telephone: (214) 746-7700
                                     Telecopy: (214) 746-7777

                                     ATTORNEYS FOR PLAINTIFF
                                     LSOF POOLED EQUITY, L.P.




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