<DOCUMENT>
<TYPE>10QSB
<SEQUENCE>1
<FILENAME>green10q033101.txt
<TEXT>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM 10-Q

(Mark One)
[X]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934
                       For the period ended March 31, 2001

                                       OR

[ ]     TRANSITION  REPORT  PURSUANT  TO  SECTION 13 OR 15 (d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

                          Commission file number 0-8187

                             Greenbriar Corporation
             (Exact name of Registrant as specified in its charter)

                 Nevada                                      75-2399477
     (State or other jurisdiction of                       (IRS Employer
     Incorporation or organization)                     Identification No.)

  14185 Dallas Parkway, Suite 650, Dallas, Texas               75240
     (Address of principal executive offices)                (Zip Code)

Registrant's telephone number, including area code: (972) 407-8400

Securities registered pursuant to Section 12(b) of the Act:

                                                 Name of Each Exchange
          Title of Each Class                    on Which Registered
          -------------------                    ---------------------
     Common Stock, $.01 par value               American Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark  whether the issuer (1) filed all reports  required to be
filed by Section 13 or 15(d) of the  Securities  Exchange Act of 1934 during the
past 12 months (or for such shorter  period that the issuer was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days.

                                 YES [X] NO [ ]

At May 14, 2001, the issuer had outstanding  approximately  8,320,000  shares of
par value $.01 Common Stock.

<PAGE>

                             GREENBRIAR CORPORATION
                     Index to Quarterly Report on Form 10-Q
                           Period ended March 31, 2001


Part I: Financial Information..................................................3

   ITEM 1: FINANCIAL STATEMENTS................................................3
     Consolidated Balance Sheets...............................................3
     Consolidated Statements Of Operations.....................................5
     Consolidated Statements Of Cash Flow......................................6
     Notes To Consolidated Financial Statements................................7
   ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                     RESULTS OF OPERATIONS....................................10
     Three month period ended March 31, 2001 compared to three month period
     ended March 31, 2000.....................................................10
     Forward Looking Statements...............................................13

Part II: Other Information....................................................14




                                       2
<PAGE>

                          PART I: FINANCIAL INFORMATION


ITEM 1: FINANCIAL STATEMENTS
----------------------------

                             Greenbriar Corporation
                           Consolidated Balance Sheets
                             (Amounts in thousands)

                                               March 31,   December 31,
Assets                                           2001          2000
                                              (Unaudited)

Current Assets
       Cash And Cash Equivalents              $    3,537   $     2,287
       Accounts Receivable-Trade                     315           470
       Other Current Assets                        1,416         1,105
                                              ----------   -----------

              Total Current Assets                 5,268         3,862

Deferred Income Tax Benefit                        4,750         4,750

Property And Equipment, At Cost
       Land And Improvements                       9,308         9,716
       Buildings And Improvements                 73,428        75,723
       Equipment And Furnishings                   6,300         6,615
                                              ----------   -----------

                                                  89,036        92,054

              Less Accumulated Depreciation       12,416        12,410
                                              ----------   -----------

                                                  76,620        79,644

Deposits                                           3,720         3,834

Goodwill And Other Intangibles                     9,251         9,347

Other Assets                                       1,150         1,151
                                              ----------   -----------

                                              $  100,759   $   102,588
                                              ==========   ===========



                                       3
<PAGE>
<TABLE>
<CAPTION>

                             Greenbriar Corporation
                     Consolidated Balance Sheets - Continued
                             (Amounts in thousands)

                                                            March 31,       December 31,
Liabilities And Stockholders' Equity                            2001             2000
                                                           (Unaudited)
<S>                                                       <C>              <C>
Current Liabilities
       Current Maturities Of Long-Term Debt               $       2,413    $       2,538
       Accounts Payable - Trade                                     528            1,445
       Accrued Expenses                                           1,198            1,934
       Other Current Liabilities                                    904              668
                                                          -------------    -------------

              Total Current Liabilities                           5,043            6,585

Long-Term Debt                                                   50,880           50,887

Financing Obligations                                            10,815           10,815

Other Long Term Liabilities                                         733              657
                                                          -------------    -------------

              Total Liabilities                                  67,471           68,944

Preferred Stock Redemption Obligation                            27,167           26,988


Stockholders' Equity
       Preferred Stock                                               69              254

       Common Stock $.01 Par Value; Authorized, 100,000
           Shares; Issued And Outstanding, 8,348 Shares              84               76
                And 7,514 Shares, Respectively

       Additional Paid-In Capital                                60,215           60,219
       Accumulated Deficit                                      (51,880)         (51,526)
                                                          -------------    -------------

                                                                  8,488            9,023
       Less Stock Purchase Notes Receivable
              (Including $2,250 From Related Parties)            (2,367)          (2,367)
                                                          -------------    -------------

                                                                  6,121            6,656
                                                          -------------    -------------

                                                          $     100,759    $     102,588
                                                          =============    =============

</TABLE>


                                       4
<PAGE>

                             Greenbriar Corporation
                      Consolidated Statements Of Operations
                  (Amounts in thousands, except per share data)

                                              For The Three Month
                                                 Period Ended
                                                   March 31,
                                              2001          2000
                                           ----------    ----------
                                                  (Unaudited)
Revenue
       Assisted living operations          $    9,976    $   10,522
                                           ----------    ----------

                                                9,976        10,522
Operating expenses
       Assisted living community
              operations                   $    6,004    $    6,256
       Lease expense                            1,154         1,288
       Depreciation and amortization              865           979
       Corporate, general and
              administrative                    1,184         1,112
                                           ----------    ----------

                                                9,207         9,635
                                           ----------    ----------

              Operating income                    769           887

Other income (expense)
       Interest income                     $       77    $      115
       Interest expense                        (1,422)       (1,391)
          Net gain on the sale of assets          381           108
       Other                                      (81)          (68)
                                           ----------    ----------

                                               (1,045)       (1,236)
                                           ----------    ----------

Loss before income taxes                         (276)         (349)

Income tax benefit                               --            --
                                           ----------    ----------

       Net loss                                  (276)         (349)

Preferred stock dividend
       requirement                                (80)       (1,047)

Loss allocable to common
       stockholders                              (356)       (1,396)
                                           ==========    ==========

Net loss per common share -
       basic and diluted                   $    (0.04)   $    (0.19)

Weighted average number
        of common and equivalent
        shares outstanding                      8,348         7,514



                                       5
<PAGE>
<TABLE>
<CAPTION>

                             Greenbriar Corporation
                      Consolidated Statements Of Cash Flow
                             (Amounts in thousands)

                                                              For the three month
                                                             Period Ended March 31,
                                                               2001          2000
                                                            ----------    ----------
                                                            (Unaudited)   (Unaudited)
<S>                                                         <C>           <C>
Cash flows from operating activities
       Net loss                                             $     (276)   $     (349)
       Adjustments to reconcile net loss to net
          cash used in operating activities
              Depreciation and amortization                        865           979
              Gain on sale of assets                              (381)         (108)

              Changes in operating assets and liabilities
                 Accounts receivable                               155          (122)
                 Other current and noncurrent assets              (236)         (413)
                 Accounts payable and other liabilities         (1,341)       (1,332)
                                                            ----------    ----------

              Net cash used in operating activities             (1,214)       (1,345)
                                                            ----------    ----------

Cash flows provided by (used in) investing activities
       Proceeds from sale of property                            2,767           341
       Purchase of property and equipment                          (91)         (416)
                                                            ----------    ----------

              Net cash provided by (used in) investing
                    activities                                   2,676           (75)

Cash flows from financing activities
       Payments on debt                                           (132)         (199)
       Dividends on preferred stock                                (80)         (371)
          Redemption of preferred stock                           --          (3,500)
                                                            ----------    ----------

              Net cash used in financing
                    activities                                    (212)       (4,070)
                                                            ----------    ----------

              NET INCREASE (DECREASE) IN CASH AND                1,250        (5,490)
                     CASH EQUIVALENTS

       Cash and cash equivalents at beginning of period          2,287         8,814
                                                            ----------    ----------

       Cash and cash equivalents at end of period           $    3,537    $    3,324
                                                            ==========    ==========

</TABLE>



                                       6
<PAGE>

                   Notes To Consolidated Financial Statements
          For the Unaudited Three Months Ended March 31, 2001 and 2000

Note A: Basis of Presentation

The  accompanying   unaudited  consolidated  financial  statements  include  the
accounts  of  Greenbriar   Corporation  and  its   majority-owned   subsidiaries
(collectively,  "the Company").  All significant  intercompany  transactions and
accounts have been eliminated.

The  statements  have  been  prepared  in  accordance  with  generally  accepted
accounting   principles  for  interim   financial   information   and  with  the
instructions  to  Form  10-Q  and,  accordingly,  do  not  include  all  of  the
information and footnotes required by generally accepted accounting  principles.
These  financial  statements  have not been  examined by  independent  certified
public  accountants,   but  in  the  opinion  of  management,   all  adjustments
(consisting of normal recurring  accruals)  necessary for a fair presentation of
consolidated  results  of  operations,   consolidated   financial  position  and
consolidated  cash flows at the dates and for the periods  indicated,  have been
included.

Operating  results  for the  three-month  period  ended  March 31,  2001 are not
necessarily  indicative  of the results  that may be expected for the year ended
December 31, 2001. For further information,  refer to the consolidated financial
statements  and notes thereto  included in the  Company's  Annual Report on Form
10-K for the fiscal year ended December 31, 2000.




                                       7
<PAGE>
<TABLE>
<CAPTION>

Note B: Long-Term Obligations

Long-term debt is comprised of the following (in thousands):

                                                              March 31,   December 31,
                                                                2001           2000
                                                                ----           ----
<S>                                                        <C>            <C>
Notes payable to financial institutions maturing
     through 2018; fixed and variable interest rates
     ranging from 7.5% to 11.75%; collateralized by
     property, fixtures, equipment and the
     assignment of rents                                   $     27,892   $     27,991

Notes payable to individuals and companies
     maturing through 2022; variable and fixed
     interest rates ranging from 7% to 12%
     collateralized by real property, personal
     property, fixtures, equipment and the
     assignment of rents                                          4,466          4,477

Note payable to the Redevelopment Agency of the
     City of Corona, California, payable into a sinking
     fund semi-annually in increasing amounts from
     $65 to $420 through May 1, 2015; variable
     interest rate of 5.50% at March 31, 2001;
     collateralized by personal property, land, fixtures
     and rents                                                    6,895          6,895

Mortgage note payable to a financial institution
     maturing in 2003; bearing interest at 7.85%;
     collateralized by property and equipment                    13,972         13,972

Other                                                                68             90
                                                           ------------   ------------
                                                                 53,293         53,425

     Less: current maturities                                     2,413          2,538
                                                           ------------   ------------
                                                           $     50,880   $     50,887

</TABLE>

The Company operates two communities  that are financed  through  sale-leaseback
obligations.  At the end of the tenth year of the fifteen-year leases (March 31,
2004),  the Company has options to repurchase the communities for the greater of
the sales prices or their current  replacement costs less depreciation plus land
at  current  fair  market  values.  Accordingly,  these  transactions  have been
accounted for as financings,  and the Company has recorded the proceeds from the
sales as  financing  obligations,  classified  the lease  payments  as  interest
expense and continues to carry the communities and record depreciation.


                                       8
<PAGE>
<TABLE>
<CAPTION>

Note C: Preferred Stock

The following summarizes the various classes of preferred stock (amounts in
thousands except per share data):

                                                                      March 31,         December 31,
                                                                         2001                2000
                                                                         ----                ----
<S>                                                                <C>                 <C>
   Series B cumulative convertible preferred stock, $.10 par
        value; liquidation value of $100; authorized, 100
        shares; issued and outstanding, 1 share
                                                                   $           1       $           1

   Series D cumulative convertible preferred stock, $.10 par
        value; liquidation value of $3,375; authorized, issued
        and outstanding, 675 shares
                                                                              68                  68

   Series F voting cumulative convertible preferred stock,
        $.10 par value; liquidation value of $14,000;
        authorized, issued and outstanding, 1,400 shares                    --                   140

   Series G cumulative convertible preferred stock, $.10 par
        value; liquidation value of $4,450; authorized, 800
        shares; issued and outstanding, 445 shares
                                                                            --                    45
                                                                   -------------       -------------

                                                                   $          69       $         254
                                                                   =============       =============

</TABLE>

The Series B preferred  stock has a  liquidation  value of $100 per share and is
convertible  into common stock over a ten-year period at prices  escalating from
$25.00  per share in 1993 to $55.55 per share by 2001.  Dividends,  at a rate of
6%, are payable in cash or preferred shares at the option of the Company.

The  Series D  preferred  stock has a  liquidation  value of $5 per share and is
convertible  into common  stock at $10.00 per share.  Cumulative  dividends  are
payable in cash at a rate of 9.5%.

The Series F and Series G preferred shares were sold to one investor in December
1997,  for  $22,000,000,  less  selling  and  offering  costs  of  $453,000.  In
connection  with the sale, the Company  entered into an agreement which provides
that, on the date of conversion,  if the value of the Company's common stock has
not  increased at an annual rate of at least 14% during the period the preferred
shares are  outstanding,  the Company is required to make a Cash  Payment to the
preferred  stockholder  equal  to the  market  price  deficiency  on the  shares
received upon conversion.

The Series F and G preferred  stock had a liquidation  value of $10.00 per share
and each share was  convertible  into .57 shares of common stock. On January 13,
2001 the preferred F and G shares were converted into 1,054,202 shares of common
stock. See further discussion of January 13, 2001 conversion and related dispute
with preferred shareholder at Item 2, Liquidity and Capital Resources.


                                       9
<PAGE>

Note D: Dispositions

In January  2001,  the Company sold its  corporate  office  building in Addison,
Texas and received net cash proceeds of  $1,477,772.  The  Corporate  office has
been relocated to  approximately  10,000 square feet of leased space in Addison,
Texas.  In  addition,  the Company  also sold  certain  garden homes and related
property that were  adjacent to Camelot  Retirement in January 2001 and received
net cash  proceeds of $866,280.  These two  transactions  resulted in a combined
$381,000 gain on the sale of assets.

Note E: Subsequent Event

In April 2001 the Company exercised  purchase options on two of it's leased Fort
Worth, Texas communities,  Palm House and Oak Park, and simultaneously sold both
of the two communities to unrelated third parties.  Per the terms of the sale of
Oak Park, the Company retained a fifteen-year  management agreement with the new
owners.  The gross  proceeds from the sales of Palm House and Oak Park including
both cash and bonds were $5,200,000 and $15,280,750 respectively.  Approximately
$4,450,000 of the cash proceeds  generated from the sales of the two communities
were used to payoff the mortgage on a retirement  community owned by the Company
in Harlingen,  Texas, Camelot Retirement. This mortgage payoff was a requirement
for the  exercise of the  purchase  options on Palm House and Oak Park.  The net
cash  proceeds  generated  from these two  transactions  following the payoff of
Camelot were $496,000.


ITEM 2:       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
-------------------------------------------------------------------------
              AND RESULTS OF OPERATIONS
              -------------------------


Overview

The Company owns and manages  assisted living  communities that provide housing,
healthcare, hospitality and personal services to seniors. As of May 14, 2001 the
Company operates 27 communities in 10 states with a capacity of 2,069 residents,
including 1 community managed for a third party.


Three-month  period ended March 31, 2001  compared to  three-month  period ended
March 31, 2000.

Revenues and Operating Expenses from Assisted Living Operations

Revenues were  $9,976,000  for the three months ended March 31, 2001 as compared
to $10,522,000  for the three months ended March 31, 2000.  Community  operating
expenses, which consist of assisted living community expenses, lease expense and
depreciation and amortization,  were $8,023,000 for the three months ended March
31, 2001 as compared to  $8,523,000  for the three  months ended March 31, 2000.
There were two  communities  disposed of in 2000,  and certain  garden homes and
related property that was adjacent to Camelot  Retirement were sold in 2001. The
revenue and operating  expenses from these communities that were included in the
March 31,2000 operating results were $619,000 and $669,000 respectively.



                                       10
<PAGE>

Corporate General and Administrative Expenses

General and  administrative  expenses were $1,184,000 for the three months ended
March 31, 2001 compared to $1,112,000 for the three months ended March 31, 2000.
The increase in the corporate general and administrative expenses is primarily a
result of the increase in corporate  legal expenses  associated with the ongoing
litigation  with  LSOF.  See  further  discussion  of  litigation  with  LSOF at
Liquidity and Capital Resources.

Net gain on the Sale of Assets

The net gain on the sale of assets for the three months ended March 31, 2001 was
$381,000.  The gain is  attributable to the sale of Company's  corporate  office
building  which  resulted in a gain of $406,000  and the sale of certain  garden
homes and related property that was adjacent to Camelot Retirement that resulted
in a loss of $25,000.

The 2000 gain is attributable  to the sale of undeveloped  land that did not fit
into the Company's strategic plans.

Other Income (Expense)

Other income  (expense) for the three months ended March 31, 2001, was ($81,000)
compared to $(68,000) for the same period in 2000.  The expense for both periods
is attributable to a minority interest.

Liquidity and Capital Resources

At March 31, 2001, the Company had net working capital of $225,000.

In April 2001 the Company exercised  purchase options on two of it's leased Fort
Worth, Texas communities and simultaneously  sold both of the two communities to
unrelated third parties.  After exercise of the purchase  options and the payoff
of approximately  $4,450,000 of debt on a third community, the Company generated
$496,000  of  cash  proceeds.  See  Note  E:  Subsequent  Event  for  additional
discussion of these transactions.

In December  1997 the Company sold Series F and Series G  convertible  preferred
shares for $22,000,000 less selling and offering costs of $453,000.  Payment was
received on January 13, 1998. The preferred stockholders receive a cash dividend
of 6%  payable  quarterly.  The sale was to Lone  Star  Opportunity  Fund,  L.P.
Subsequent  to  the  initial   transaction  the  preferred  stock  was  sold  or
transferred to LSOF Pooled Equity L.P. ("LSOF").

In  connection  with the sale,  the  Company  entered  into an  agreement  which
provides that, on the date of conversion,  if the value of the Company's  common
stock has not increased at the annual rate of at least 14% during the period the
preferred shares are outstanding, the Company is required to make a cash payment
("Cash  Payment")  to  the  preferred  stockholder  equal  to the  market  price
deficiency on the shares received upon conversion.

The 14% guaranteed return has been accreted by a charge to accumulated  deficit.
The amount of the Cash Payment  that would be required  assuming  conversion  at
each  balance  sheet  date  will be  transferred  from  stockholders  equity  to
temporary  equity. At January 13, 2001, a Cash Payment of $27,167,000 would have
been due assuming conversion took place on that date.


                                       11
<PAGE>

In January 2000 Greenbriar and LSOF entered into an agreement whereby Greenbriar
would redeem the Series F & G preferred  stock from proceeds  generated from the
sale  or  refinancing  of  certain  assets  ("the  redemption  agreement").   In
connection  with the  redemption  agreement  the  Company  paid  LSOF a total of
$4,760,000 during 2000.

The  original  agreement  provides the Series F & G preferred  stockholders  the
option to convert beginning January 13, 2000. The agreement further provides for
a mandatory  conversion on January 13, 2001.  Greenbriar received a notice dated
October 30,  2000,  from LSOF  advising  that they were  electing to convert the
outstanding  shares of preferred stock into common stock. Such notice sets forth
the holder's position that, as a result of certain employee stock options issued
by the Company,  the  conversion  price of the Preferred  Stock had been reduced
from  $17.50  per share to $0.69 per  share,  and that the  Company  must  issue
27,502,855  shares of common stock upon conversion.  If such shares were issued,
they  would  constitute  approximately  80% of the  Company's  common  stock and
represent  a change in control of  Greenbriar.  The  Company  would be forced to
obtain  stockholder  approval  of the  issuance  of such a large block of common
stock or face a delisting of its common stock on the American Stock Exchange. In
the event such conversion  occurred,  the Company's obligation to pay the holder
the  "make-whole"  distribution  that is due upon a conversion  or redemption of
preferred stock would be reduced from  approximately  $27,167,000 to, based upon
information provided by LSOF, approximately $8,600,000.

The Company  believes  that the  conversion  price was not  properly  subject to
adjustment, and, if the holder were to have converted, it would be at the $17.50
conversion  price  stated in the terms of the  preferred  stock  agreement.  The
Company's  position is based, in part,  upon the holder's  failure to follow all
procedures  for  adjustment  and  conversion at the adjusted  price,  and on the
Company's  rescission of the employee  stock options that were the basis for the
holder's purported adjustment.

LSOF filed a declaratory  judgment  action in the State District Court in Dallas
County, Texas seeking a finding that it is entitled to a $0.69 conversion price.
The Company filed specific denials and affirmative defenses and counterclaims in
defense of such action,  seeking, among other things, a contrary ruling that the
conversion price was not adjusted.

On January 13, 2001,  the Company  took the action  mandated by the terms of the
Series F and G Convertible Preferred Stock to convert the shares of Series F and
G Convertible  Preferred Stock remaining  outstanding  into 1,054,202  shares of
common stock and  acknowledged  its obligation to pay the holder the approximate
$27,167,000   Cash  Payment  amount  as  funds  for  repayment  become  lawfully
available.

On January 15, 2001,  the Company  received a notice dated January 12, 2001 from
the former holder of the  preferred  stock to the effect that the Company was in
default of the  Preferred  Stock  Purchase  Agreement  for  failing to provide a
quarterly  compliance  certificate,  failing to meet various financial covenants
and  failing to notify the holder of such  defaults.  LSOF  contends  that these
alleged breaches of covenants triggered penalty dividends under the terms of the
preferred  stock and that  Greenbriar's  failure to pay those penalty  dividends
entitles the LSOF to appoint 70% of the Board of Directors. The Company disputes
all such defaults and alternatively  claims that such defaults have been waived,
reformed or that LSOF is  estopped  from  asserting  them.  The Company  further
disputes  that any penalty  dividends  were due under the terms of the preferred
stock agreement.


                                       12
<PAGE>

The State  District  Court ("the Court") has set July 23, 2001 as the trial date
for this matter.

On March 29, 2001, the Court considered a motion brought by LSOF seeking partial
summary  judgment on certain  issues.  On April 5, 2001,  the judge in this case
signed an order granting LSOF's motion as follows:

     o    The  correct  conversion  price of the Series F and Series G Preferred
          Stock was $0.69 per share  based upon  Greenbriar's  issuance of $0.69
          per share options.

     o    LSOF's  Conversion Notice complied with the requirement for conversion
          under the Certificates of Designation.

     o    The  conversion  price  remained  $0.69 per share  even if  Greenbriar
          rescinded the $0.69 per share options after LSOF served its conversion
          notice based on $0.69 per share of Greenbriar common stock.

This order will be a material factor at the trial on July 23, 2001.

Although the preferred stock has been converted to common stock,  the Company is
still  obligated to pay LSOF the Cash Payment amount.  If Greenbriar  ultimately
prevails in its dispute with LSOF the amount owed is approximately  $27,167,000.
Greenbriar  is continuing  its plan to sell or refinance its existing  assets to
repay  LSOF.  Although  there  can be no  assurance  that  the  Company  will be
successful, at current interest rates and property values Greenbriar believes it
can  obtain  sufficient  cash to meet all its  financial  obligations  including
repaying LSOF.

Future  development  activities  of the Company  are  dependent  upon  obtaining
capital and financing through various means,  including  financing obtained from
sale/leaseback  transactions,   construction  financing,  long-term  state  bond
financing, debt or equity offerings and, to the extent available, cash generated
from  operations.  There can be no  assurance  that the Company  will be able to
obtain adequate capital to finance its projected growth

Forward Looking Statements

"Safe Harbor"  Statement under the Private  Securities  Litigation Reform Act of
1995:  A number of the matters and subject  areas  discussed in this filing that
are not  historical or current facts deal with potential  future  circumstances,
operations,  and prospects.  The discussion of such matters and subject areas is
qualified  by  the  inherent   risks  and   uncertainties   surrounding   future
expectations   generally,   and  also  may  materially  differ  from  Greenbriar
Corporation's actual future experience involving any one or more of such matters
and subject  areas  relating to interest  rate  fluctuations,  ability to obtain
adequate debt and equity financing, demand, pricing, competition,  construction,
licensing,  permitting,  construction delays on new developments contractual and
licensure, and other delays on the disposition,  transition, or restructuring of
currently or previously  owned,  leased or managed  communities in the Company's
portfolio,  and the ability of the Company to  continue  managing  its costs and
cash flow while maintaining high occupancy rates and market rate assisted living
charges in its assisted living communities. Greenbriar Corporation has attempted
to identify, in context,  certain of the factors that they currently believe may
cause  actual  future   experience   and  results  to  differ  from   Greenbriar
Corporation's  current  expectations  regarding  the relevant  matter of subject
area.  These and other risks and  uncertainties  are  detailed in the  Company's
reports  filed with the  Securities  and Exchange  Commission  (SEC),  including
Greenbriar  Corporation's  Annual Reports on Form 10-K and Quarterly  Reports on
Form 10-Q.


                                       13
<PAGE>

                           PART II: OTHER INFORMATION


ITEMS 1-6:    ARE NOT APPLICABLE.
---------------------------------







                                       14
<PAGE>

Signatures

Pursuant  to the  requirements  of the  Securities  and  Exchange  Act of  1934,
registrant  has  duly  caused  this  report  to  be  signed  on  its  behalf  by
undersigned, thereunto duly authorized.


                                                     Greenbriar Corporation



Date: May 14, 2001                              By:  /s/ Gene S. Bertcher
                                                     --------------------------
                                                     Executive Vice President
                                                     Chief Financial Officer









                                       15

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