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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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<SEC-DOCUMENT>0000909518-01-000376.txt : 20010410
<SEC-HEADER>0000909518-01-000376.hdr.sgml : 20010410
ACCESSION NUMBER:		0000909518-01-000376
CONFORMED SUBMISSION TYPE:	SC 13D/A
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		20010404
GROUP MEMBERS:		ADVISORS GENPAR, INC.
GROUP MEMBERS:		HUDSON ADVISORS ASSOCIATES, L.P.
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:	SERVICES-SKILLED NURSING CARE FACILITIES [8051]
		IRS NUMBER:				752399477
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D/A
		SEC ACT:		
		SEC FILE NUMBER:	005-38763
		FILM NUMBER:		1595172

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

	MAIL ADDRESS:	
		STREET 1:		4265 KELLWAY CIRCLE
		CITY:			ADDISON
		STATE:			TX
		ZIP:			75244

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	MEDICAL RESOURCE COMPANIES OF AMERICA
		DATE OF NAME CHANGE:	19920703

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	WESPAC INVESTORS TRUST
		DATE OF NAME CHANGE:	19900605

FILED BY:		

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

	FILING VALUES:
		FORM TYPE:		SC 13D/A

	BUSINESS ADDRESS:	
		STREET 1:		600 NORTH PEARL STREET, SUITE1500
		CITY:			DALLAS
		STATE:			TX
		ZIP:			75201
		BUSINESS PHONE:		2147548400
</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. 6) (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)

                                  April 3, 2001
                       -----------------------------------
             (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 29 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).




DA1:\257073\03\5$CX03!.DOC\53338.0005
<PAGE>

- -----------------------------------------------------------------------------
CUSIP No. 393648-10-0                 13D                  Page 2 of 29 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                       27,475,362
         BENEFICIALLY
           OWNED BY
             EACH
           REPORTING
            PERSON
             WITH
- -----------------------------------------------------------------------------
                                 8       SHARED VOTING POWER
- -----------------------------------------------------------------------------
                                 9       SOLE DISPOSITIVE POWER
                                         27,475,362
- -----------------------------------------------------------------------------
                                 10      SHARED DISPOSITIVE POWER
- -----------------------------------------------------------------------------
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
        27,475,362
- -----------------------------------------------------------------------------
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 29 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 29 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                       27,475,362
         BENEFICIALLY
           OWNED BY
             EACH
           REPORTING
            PERSON
             WITH
- -----------------------------------------------------------------------------
                                 8       SHARED VOTING POWER

- -----------------------------------------------------------------------------
                                 9       SOLE DISPOSITIVE POWER
                                         27,475,362
- -----------------------------------------------------------------------------
                                 10      SHARED DISPOSITIVE POWER
- -----------------------------------------------------------------------------
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
        27,475,362
- -----------------------------------------------------------------------------
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 29 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                       27,475,362
         BENEFICIALLY
           OWNED BY
             EACH
           REPORTING
            PERSON
             WITH
- -----------------------------------------------------------------------------
                                 8       SHARED VOTING POWER
- -----------------------------------------------------------------------------
                                 9       SOLE DISPOSITIVE POWER
                                         27,475,362
- -----------------------------------------------------------------------------
                                 10      SHARED DISPOSITIVE POWER
- -----------------------------------------------------------------------------
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
        27,475,362
- -----------------------------------------------------------------------------
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 29 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                       27,475,362
         BENEFICIALLY
           OWNED BY
             EACH
           REPORTING
            PERSON
             WITH
- -----------------------------------------------------------------------------
                                 8       SHARED VOTING POWER
- -----------------------------------------------------------------------------
                                 9       SOLE DISPOSITIVE POWER
                                         27,475,362
- -----------------------------------------------------------------------------
                                 10      SHARED DISPOSITIVE POWER
- -----------------------------------------------------------------------------
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
        27,475,362
- -----------------------------------------------------------------------------
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 29 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                       27,475,362
         BENEFICIALLY
           OWNED BY
             EACH
           REPORTING
            PERSON
             WITH
- -----------------------------------------------------------------------------
                                 8       SHARED VOTING POWER
- -----------------------------------------------------------------------------
                                 9       SOLE DISPOSITIVE POWER
                                         27,475,362
- -----------------------------------------------------------------------------
                                 10      SHARED DISPOSITIVE POWER
- -----------------------------------------------------------------------------
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
        27,475,362
- -----------------------------------------------------------------------------
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 29 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                       27,477,562
         BENEFICIALLY
           OWNED BY
             EACH
           REPORTING
            PERSON
             WITH
- -----------------------------------------------------------------------------
                                 8       SHARED VOTING POWER
- -----------------------------------------------------------------------------
                                 9       SOLE DISPOSITIVE POWER
                                         27,477,562
- -----------------------------------------------------------------------------
                                 10      SHARED DISPOSITIVE POWER
- -----------------------------------------------------------------------------
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
        27,477,562*
- -----------------------------------------------------------------------------
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 29 Pages
- -----------------------------------------------------------------------------

=============================================================================
1       NAMES OF REPORTING PERSON
        I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
        HUDSON ADVISORS ASSOCIATES, 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
        TEXAS
- -----------------------------------------------------------------------------
           NUMBER OF             7       SOLE VOTING POWER
            SHARES                       27,477,562
         BENEFICIALLY
           OWNED BY
             EACH
           REPORTING
            PERSON
             WITH
- -----------------------------------------------------------------------------
                                 8       SHARED VOTING POWER
- -----------------------------------------------------------------------------
                                 9       SOLE DISPOSITIVE POWER
                                         27,477,562
- -----------------------------------------------------------------------------
                                 10      SHARED DISPOSITIVE POWER
- -----------------------------------------------------------------------------
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
        27,477,562*
- -----------------------------------------------------------------------------
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 10 of 29 Pages
- -----------------------------------------------------------------------------

=============================================================================
1       NAMES OF REPORTING PERSON
        I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
        ADVISORS 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
        TEXAS
- -----------------------------------------------------------------------------
           NUMBER OF             7       SOLE VOTING POWER
            SHARES                       27,477,562
         BENEFICIALLY
           OWNED BY
             EACH
           REPORTING
            PERSON
             WITH
- -----------------------------------------------------------------------------
                                 8       SHARED VOTING POWER
- -----------------------------------------------------------------------------
                                 9       SOLE DISPOSITIVE POWER
                                         27,477,562
- -----------------------------------------------------------------------------
                                 10      SHARED DISPOSITIVE POWER
- -----------------------------------------------------------------------------
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
        27,477,562*
- -----------------------------------------------------------------------------
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 11 of 29 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                       27,477,562
         BENEFICIALLY
           OWNED BY
             EACH
           REPORTING
            PERSON
             WITH
- -----------------------------------------------------------------------------
                                 8       SHARED VOTING POWER
- -----------------------------------------------------------------------------
                                 9       SOLE DISPOSITIVE POWER
                                         27,477,562
- -----------------------------------------------------------------------------
                                 10      SHARED DISPOSITIVE POWER
- -----------------------------------------------------------------------------
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
        27,477,562
- -----------------------------------------------------------------------------
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 12 of 29 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., a Delaware limited
partnership ("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 securities of Greenbriar owned by Pooled
Equity, pursuant to an Asset Management Agreement. Hudson is the sole
stockholder of Terlingua Advisors, Inc., a Delaware corporation ("Terlingua").
Hudson Advisors Associates, L.P., a Texas limited partnership ("Associates"), is
the majority owner of the membership interests of Hudson. Advisors GenPar, Inc.,
a Texas corporation ("Advisors"), is the general partner of Associates. John P.
Grayken ("Grayken"), a citizen of Ireland, is the sole stockholder, sole
director and President of Management and the sole stockholder and sole director
of Advisors. GenPar, Lone Star, Partner, Management, Hudson, Associates,
Advisors and Grayken 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, Terlingua, Associates and Advisors 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, Terlingua,
Hudson, Associates and Advisors 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,
Terlingua, Hudson, Associates, Advisors 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,
Terlingua, Hudson, Associates, Advisors 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.



<PAGE>

- -----------------------------------------------------------------------------
CUSIP No. 393648-10-0                 13D                 Page 13 of 29 Pages
- -----------------------------------------------------------------------------

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

           Attached as Schedule I hereto is a list of the directors and
executive officers of GenPar, Management, Hudson, Advisors and Terlingua 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
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, other than Grayken, who is a citizen of Ireland.

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

<PAGE>

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CUSIP No. 393648-10-0                 13D                 Page 14 of 29 Pages
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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. (1)

         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 had issued (the "Option Issuances") various
options (each a "Stock Option") to purchase shares of Common Stock to certain
employees, officers and directors of Greenbriar for a consideration per share
that was less than the conversion price of the series F Preferred and the Series
G Preferred. Greenbriar failed to provide written notice to Pooled Equity, its
affiliates, or its representatives of these issuances, as required by the terms
of 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, so that the conversion price is equivalent to the lowest exercise
price per share of Common Stock with respect to these Option Issuances. The
lowest exercise price for any Stock Option issued by Greenbriar was $0.69 per
share of Common Stock. Consequently, the conversion price for the Series F
Preferred and the Series G Preferred was 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. (2)
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
(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


- ----------
(1) At the hearing held on March 29, 2001, described below, Pooled Equity agreed
that Greenbriar had redeemed an additional 1,897 shares of Series G Preferred on
April 14, 2000, and that the correct number of shares of Common Stock to be
issued to Pooled Equity as of October 30, 2000, was 27,475,362.

(2) At the hearing held on March 29, 2001, described below, Pooled Equity agreed
that Greenbriar had redeemed an additional 1,897 shares of Series G Preferred on
April 14, 2000, and that the correct number of shares of Common Stock to be
issued to Pooled Equity as of October 30, 2000, was 27,475,362.

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CUSIP No. 393648-10-0                 13D                 Page 15 of 29 Pages
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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.

         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 (the "District Court") 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 sought 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. A copy of the Petition has been
filed as Exhibit 11.

         On November 20, 2000, Greenbriar filed its Original Answer and
Counterclaim (the "Answer") denying the allegations contained in the Petition
and alleged by counterclaim (the "Counterclaim") that Pooled Equity breached an
agreement with Greenbriar regarding Greenbriar's sale of assets necessary to
redeem the Preferred Stock. Pooled Equity will vigorously defend the
Counterclaim. A copy of the Answer has been filed as Exhibit 12.

         On December 5, 2000, Pooled Equity delivered a Notice of Default
("Notice of Default") to Greenbriar notifying Greenbriar that it was in breach
of Section 6.26 of the Stock Purchase Agreement for failure to comply with the
Conversion Notice. A copy of the Notice of Default has been filed as Exhibit 13.

         On December 5, 2000, Pooled Equity also delivered a letter (the "Make
Whole Letter") notifying Greenbriar that Pooled Equity was demanding payment of
$8,587,059 (the "Make Whole Amount"). Pursuant to that certain Agreement (the
"Make Whole Agreement"), dated as of December 31, 1997, by and between
Greenbriar and Lone Star, the Make Whole Amount became due on the tenth business
day after the date on which all of the Preferred Stock was converted into shares
of Common Stock. A copy of the Make Whole Agreement has been filed as Exhibit
14.

         On December 11, 2000, Pooled Equity filed a Demand for Arbitration
Before the American Arbitration Association (the "Arbitration Demand") seeking
to consolidate and enforce its claims contained in the Petition, the Notice of
Default and the Make Whole Letter. Pooled Equity's claims under the Stock
Purchase Agreement and the Make Whole Agreement require all disputes arising
thereunder to be resolved by arbitration with the American Arbitration
Association. On January 5, 2001, Greenbriar filed a Motion to Stay Arbitration
(the "Motion to Stay") with the District Court. As of the date hereof, the
District Court has not ruled on the Arbitration Demand or the Motion to Stay.

         On January 11, 2001, Pooled Equity made an application for a temporary
restraining order with the District Court to prevent the automatic conversion of
its Preferred Stock into Common Stock on January 13, 2001 in accordance with the
Certificates of Designation. The District Court denied Pooled Equity's
application for a temporary restraining order.

         On January 12, 2001, Pooled Equity delivered a Notice of Default (the
"Second Notice of Default") to Greenbriar notifying Greenbriar that Events of
Default have occurred under the covenants contained in Sections 6.8(e), 6.29,
6.30, 6.31, 6.32 and 6.33 of the Stock Purchase Agreement. As a result of such

<PAGE>

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CUSIP No. 393648-10-0                 13D                 Page 16 of 29 Pages
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Events of Default, Greenbriar owes Pooled Equity additional dividends of 12% per
annum and Pooled Equity may put the Preferred Stock to Greenbriar for 20% of
such Preferred Stock's liquidation value. In addition, interest on all unpaid
dividends is accruing at the rate of 12% per annum. As a result of Greenbriar's
failure to comply with the foregoing covenants, and its failure to pay such
accrued additional dividends for two consecutive quarters, Pooled Equity,
through its ownership of Series F Preferred, has the right to appoint 70% of the
Board of Directors membership of Greenbriar. All such remedies arose prior to
the mandatory conversion of the Preferred Stock described below. A copy of the
Second Notice of Default has been filed as Exhibit 15.

         On January 12, 2001, Pooled Equity also delivered a notice (the
"Observer Notice") to Greenbriar of Pooled Equity's exercise of its right, under
the Series F Certificate of Designation and the Stock Purchase Agreement, to
attend all Board of Directors meetings and any committees thereof. A copy of the
Observer Notice has been filed as Exhibit 16.

         On January 13, 2001, Greenbriar delivered notices (the "Mandatory
Conversion Notices") that pursuant to Section 6.3 of each of the Certificates of
Designation, Pooled Equity's 1,400,000 shares of Series F Preferred and 444,854
shares of Series G Preferred were automatically converted at a conversion price
of $17.50 per share of Common Stock into 800,000 and 254,202 shares of Common
Stock, respectively. In addition, Greenbriar notified Pooled Equity that, based
upon its records, Greenbriar owes Pooled Equity a total of $27,166,714 under the
Make Whole Agreement (the "Make Whole Payments"). Greenbriar further stated in
the Mandatory Conversion Notices that it was unable to make the Make Whole
Payments at this time but that it intends to do so pursuant to the terms of the
Make Whole Agreement and as permitted by Section 78.288 of the Nevada Revised
Statutes. Copies of the Mandatory Conversion Notices have been filed as Exhibits
17 and 18.

         On January 15, 2001, Pooled Equity delivered a letter to Greenbriar
responding to the Mandatory Notices (the "Mandatory Conversion Response
Letter"). Pooled Equity stated in the Mandatory Conversion Response Letter that:

         (1)      the proper conversion price for the Preferred Stock was $0.69
                  per share of Common Stock;

         (2)      the number of shares of Series G Preferred owned by Pooled
                  Equity is 497,697 (4), not 444,854 as stated in the Mandatory
                  Conversion Notice;

         (3)      Pooled Equity never agreed to the alleged redemption of 50,946
                  shares of Series G Preferred on December 20, 2000. The
                  proceeds of $760,000 received in such alleged redemption was
                  never discussed and it is Pooled Equity's view that such
                  amount should apply to amounts owing to Pooled Equity under
                  the Make Whole Amount; and

         (4)      Greenbriar's calculation of the liquidation value of the
                  Preferred Stock fails to include penalty dividends accruing
                  since at least June 30, 2000, late interest on such dividends
                  accruing at 12% per annum and Pooled Equity's cost and
                  expenses payable pursuant to the Stock Purchase Agreement.

         A copy of the Mandatory Conversion Response Letter has been filed as
Exhibit 19.

- ----------
(4) At the hearing held on March 29, 2001, described below, Pooled Equity agreed
that Greenbriar had redeemed an additional 1,897 shares of Series G Preferred on
April 14, 2000, and that the correct number of shares of Common Stock to be
issued to Pooled Equity as of October 30, 2000, was 27,475,362.


<PAGE>

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CUSIP No. 393648-10-0                 13D                 Page 17 of 29 Pages
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         On February 8, 2001, Pooled Equity filed a Motion for Partial Summary
Judgment in District Court (the "Motion") seeking a judgment that (1) the
conversion price of the Preferred Stock must be adjusted to $0.69 per share, the
lowest exercise price for the Stock Options; (2) on October 30, 2000, Pooled
Equity properly exercised its right to convert the Preferred Stock at $0.69 per
share of Common Stock; and (3) the conversion price of the Preferred Stock was
not readjusted due to any subsequent termination of the Stock Options. A copy of
the Motion is attached hereto as Exhibit 20.

         On March 29, 2001, the District Court held a hearing on Pooled Equity's
Motion. At the end of the hearing, the District Court granted Pooled Equity's
motion on all counts.

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 27,475,362
shares of Common Stock as described above (approximately 79.7% of the shares of
Common Stock based on the information as to the number of shares of Common Stock
outstanding on November 11, 2000, as reported in Greenbriar's Quarterly Report
on Form 10-Q for the period ended September 30, 2000). Hudson, Associates,
Advisors and Grayken each beneficially owns and has the sole power to vote and
dispose of 27,477,562 shares of Common Stock as described above (approximately
79.7% of the shares of Common Stock based on the information as to the number of
shares of Common Stock outstanding on November 11, 2000, as reported
Greenbriar's Quarterly Report on Form 10-Q for the period ended September 30,
2000). Terlingua beneficially owns and has the sole power to vote and dispose of
2,200 shares of Common Stock as described above (approximately 0.03% of the
shares of Common Stock based on the information as to the number of shares of
Common Stock outstanding on November 11, 2000, as reported Greenbriar's
Quarterly Report on Form 10-Q for the period ended September 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.

<PAGE>

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CUSIP No. 393648-10-0                 13D                 Page 18 of 29 Pages
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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 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 Stock into Common
Stock, an estimated payment (as determined by Pooled Equity) of approximately
$8.6 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.

12.      Greenbriar's Original Answer and Counterclaim, filed on November 20,
         2000, in State District Court, Dallas County, Texas.

13.      Notice of Default, dated December 5, 2000.


<PAGE>

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CUSIP No. 393648-10-0                 13D                 Page 19 of 29 Pages
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14.      Make Whole Letter, dated December 5, 2000.

15.      Second Notice of Default, dated January 12, 2001.

16.      Observer Notice, dated January 12, 2001.

17.      Mandatory Conversion Notice, dated January 13, 2001.

18.      Mandatory Conversion Notice, dated January 13, 2001.

19.      Mandatory Conversion Response Letter, dated January 15, 2001.

20.      Motion, dated February 8, 2001.





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CUSIP No. 393648-10-0                 13D                 Page 20 of 29 Pages
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                                    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: April 3, 2001             LSOF POOLED EQUITY, L.P.

                                By:    LSOF GenPar, Inc., its General Partner


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



Date: April 3, 2001             LSOF GENPAR, INC.

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



Date: April 3, 2001             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 21 of 29 Pages
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Date: April 3, 2001             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: April 3, 2001             LONE STAR MANAGEMENT CO., LTD.

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




Date: April 3, 2001             HUDSON ADVISORS, L.L.C.

                                By:/s/ Steven R. Shearer
                                   -----------------------------------------
                                     Steven R. Shearer
                                     Vice President



Date: April 3, 2001             TERLINGUA ADVISORS, INC.

                                By:/s/ Steven R. Shearer
                                   -----------------------------------------
                                     Steven R. Shearer
                                     Vice President

Date: April 3, 2001             ADVISORS GENPAR, INC.


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


Date: April 3, 2001             HUDSON ADVISORS ASSOCIATES, L.P.

                                By:    Advisors GenPar, Inc.
                                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 22 of 29 Pages
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Date: April 3, 2001             /s/ John P. Grayken
                                ---------------------------------------------
                                John P. Grayken







<PAGE>

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CUSIP No. 393648-10-0                 13D                 Page 23 of 29 Pages
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                                  EXHIBIT INDEX

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

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. (1)

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. (1)

99.4     Registration Rights Agreement dated as of January 13, 1998 between
         Greenbriar and Lone Star. (1)

99.5     Agreement dated as of December 31, 1997 between Greenbriar and Lone
         Star. (1)

99.6     Letter Agreement dated January 31, 2000 between LSOF Greenbriar and
         Greenbriar. (2)

99.7     Letter Agreement dated February 4, 2000 between LSOF Greenbriar and
         Greenbriar. (2)

99.8     Assignment of Rights dated March 1, 2000 between LSOF Greenbriar and
         Pooled Equity. (2)

99.9     Letter Agreement dated April 14, 2000 between Pooled Equity and
         Greenbriar. (3)

99.10    Notice of Conversion dated as of October 30, 2000 from Pooled Equity to
         Greenbriar. (4)

99.11    Pooled Equity's Original Petition (Cause No. 00-08824-I), filed on
         November 3, 2000, in State District Court, Dallas County, Texas. (5)

99.12    Greenbriar's Original Answer and Counterclaim, filed on November 20,
         2000, in State District Court, Dallas County, Texas. (6)

99.13    Notice of Default, dated December 5, 2000. (6)

99.14    Make Whole Letter, dated December 5, 2000. (6)

99.15    Second Notice of Default, dated January 12, 2001. (6)

99.16    Observer Notice, dated January 12, 2001. (6)

99.17    Mandatory Conversion Notice, dated January 13, 2001. (6)

99.18    Mandatory Conversion Notice, dated January 13, 2001. (6)

99.19    Mandatory Conversion Response Letter, dated January 15, 2001. (6)

99.20    Motion, dated February 8, 2001. (7)


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

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


<PAGE>

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CUSIP No. 393648-10-0                 13D                 Page 24 of 29 Pages
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(3) Incorporated by reference to the Schedule 13D (Amendment No. 2) filed on
behalf of LSOF Pooled Equity, L.P. on April 28, 2000.

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

(5) Incorporated by reference to Schedule 13D (Amendment No. 4) filed on behalf
of LSOF Pooled Equity, L.P. on November 3, 2000.

(6) Incorporated by reference to Schedule 13D (Amendment No. 5) filed on behalf
of LSOF Pooled Equity, L.P. on January 25, 2001.

(7) Filed herewith.



<PAGE>

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CUSIP No. 393648-10-0                 13D                 Page 25 of 29 Pages
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                                   SCHEDULE I
                                   ----------

Instruction C. Information for Officers and Directors of GenPar, Management,
Hudson, Advisors 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 26 of 29 Pages
- -----------------------------------------------------------------------------

                             OFFICERS OF MANAGEMENT


Name:                                  John P. Grayken

Present Principal Occupation or
Employment:                            President

Business Address:                      50 Welbeck Street
                                       London, United Kingdom
                                       W1M 7HE

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>

- -----------------------------------------------------------------------------
CUSIP No. 393648-10-0                 13D                 Page 27 of 29 Pages
- -----------------------------------------------------------------------------

                       DIRECTORS AND OFFICERS OF ADVISORS


Name:                                                   Benjamin D. Velvin III

Present Principal Occupation or
Employment:                                             Vice President

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

Name:                                                   J.D. Dell

Present Principal Occupation or
Employment:                                             Vice President

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




<PAGE>

- -----------------------------------------------------------------------------
CUSIP No. 393648-10-0                 13D                 Page 28 of 29 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

Name:                                     Steven R. Shearer

Present Principal Occupation or           Vice President
Employment:

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


<PAGE>

- -----------------------------------------------------------------------------
CUSIP No. 393648-10-0                 13D                 Page 29 of 29 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 99.20
<TEXT>

                                                                   EXHIBIT 99.20
                                                                   -------------

                               CAUSE NO. 00-08824

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 LSOF POOLED EQUITY, L.P.'S
            MOTION FOR PARTIAL SUMMARY JUDGMENT AND BRIEF IN SUPPORT
            --------------------------------------------------------


TO THE HONORABLE JUDGE OF SAID COURT:

                  Pursuant to Rule 166a of the Texas Rules of Civil Procedure,
Plaintiff LSOF Pooled Equity, L.P. ("Pooled Equity") files this Motion for
Partial Summary Judgment and Brief in Support ("Motion"), and for cause
therefore would respectfully show as follows:

                            I. PRELIMINARY STATEMENT

                  Three years ago, an affiliate of plaintiff Pooled Equity
purchased $22 million of defendant Greenbriar Corporation's ("Greenbriar")
Preferred Stock (as hereinafter defined). By its very terms, the Preferred Stock
can be converted into Greenbriar Common Stock (as hereinafter defined) at the
holder's election. Pooled Equity was forced to file this suit when Greenbriar
improperly rejected Pooled Equity's October 30, 2000 attempted conversion of its
Greenbriar Preferred Stock into Greenbriar Common Stock at the adjusted
Conversion Price (as hereinafter defined) required by the governing documents.
Greenbriar did not dispute plaintiff's right to convert; instead, it challenged
the Conversion Price to be applied.


<PAGE>

                  This single issue of law -- what is the applicable Conversion
Price -- dominates the litigation. Many subsidiary issues will be determined, or
otherwise significantly affected, by the resolution of the Conversion Price
issue. Indeed, any trial will be greatly simplified -- and many jury questions
eliminated -- if the Court first determines as a matter of law the Conversion
Price and closely related legal issues arising from the October 30, 2000
Conversion Notice (as hereinafter defined).

                  Accordingly, Pooled Equity moves for partial summary judgment
on the following legal issues arising from the October 30, 2000 Conversion
Notice:

                  (1)      Is the correct Conversion Price $0.69 per share based
                           on Greenbriar's issuance of $0.69 per share options
                           to certain of its officers and directors;

                  (2)      Did Pooled Equity's Conversion Notice comply with the
                           requirements for conversion under the Certificates of
                           Designation (as hereinafter defined); and

                  (3)      Did the Conversion Price remain $0.69 per share even
                           if Greenbriar rescinded the $0.69 per share options
                           after Pooled Equity served its Conversion Notice at
                           $0.69 per share of Common Stock.

                  As will be demonstrated below, the agreements governing the
relationship between Pooled Equity and Greenbriar answer all of these questions
in the affirmative as a matter of law. Greenbriar's successive issuance of low
price stock options reduced the Conversion Price for Pooled Equity's Preferred
Stock, ultimately to $0.69 per share. The requirements for conversion are clear
and simple, and Pooled Equity complied with them. Finally, the $0.69 Conversion


                                       2
<PAGE>

Price could not be readjusted by canceling the $0.69 options after Pooled Equity
served its Conversion Notice.

                  Accordingly, there is no genuine issue of material fact with
respect to Pooled Equity's conversion of its Preferred Stock into Common Stock
at a $0.69 per share Conversion Price, and Pooled Equity is entitled, as a
matter of law, to partial summary judgment establishing these issues for the
duration of the case.

                             II. SUMMARY OF ARGUMENT

                  The Certificates of Designation (as hereinafter defined) for
the Preferred Stock unambiguously provide that the Conversion Price of Pooled
Equity's Preferred Stock was to be adjusted if, among other things, Greenbriar
issued options to subscribe for or purchase Greenbriar nonpreferred stock or
convertible securities, and the price of those options was less than the
otherwise applicable Conversion Price ($17.50). In such event, the Conversion
Price of Pooled Equity's Preferred Stock was to be adjusted to the price per
share of Common Stock for which a person could exercise his or her options.

                  After the issuance of the Preferred Stock to Pooled Equity,
Greenbriar granted various options to purchase shares of Common Stock to certain
employees, officers, and directors of Greenbriar. Pooled Equity is now aware of
such options being issued with exercise prices ranging from $17.75 to $0.69 per
share of Common Stock. As a result, on the date of grant of each option, the
Conversion Price at which Pooled Equity was entitled to convert its Preferred
Stock fell with each subsequently lower option exercise price -- finally
settling at $0.69 per share of Common Stock.

                  On October 30, 2000, Pooled Equity notified Greenbriar that it
was electing to convert the Preferred Stock at $0.69 per share of Common Stock.
Greenbriar, however, refused to issue the Common Stock at $0.69 per share,


                                       3
<PAGE>

attempting instead to deliver stock certificates representing a lower number of
shares Common Stock calculated at a $17.50 Conversion Price. Pooled Equity
returned the inaccurate stock certificates, pointing out the error in
Greenbriar's conversion method. Nevertheless, on January 13, 2001 - - the
mandatory conversion date set forth in the Certificates of Designation if an
earlier voluntary conversion by Pooled Equity had not occurred - - Greenbriar
again notified Pooled Equity that it had converted Pooled Equity's Greenbriar
Preferred Stock to Common Stock at a Conversion Price of $17.50 per share of
Common Stock. Yet again, Pooled Equity objected to Greenbriar's attempted
conversion at $17.50 per share.

                  The Transaction Documents (as hereinafter defined) are clear
and unambiguous on the subjects addressed by this Motion; extrinsic evidence is
unnecessary, and its admission to vary the parties' agreements set forth in the
Transaction Documents would be improper. Greenbriar's issuance of options to
acquire Common Stock at prices lower than the otherwise-applicable Conversion
Price resulted in downward adjustments of the Conversion Price. Pooled Equity
properly gave notice of conversion at the $0.69 per share Conversion Price that,
to the best of Pooled Equity's knowledge, is the lowest and most recent exercise
price for which stock options were issued by Greenbriar. The $0.69 options were
outstanding at the time Pooled Equity gave its Conversion Notice, and even if
Greenbriar had managed to "call in" the options prior to its receipt of the
Conversion Notice, the Certificates of Designation do not provide for an upward
readjustment of the Conversion Price in the event of cancellation or rescission
of options prior to their expiration.



                                       4
<PAGE>

                         III. SUMMARY JUDGMENT EVIDENCE

                  EXHIBIT A. The Affidavit of J.D. Dell in Support of Plaintiff
LSOF Pooled Equity, L.P.'s Motion for Partial Summary Judgment and Brief in
Support (the "Dell Aff."), with Exhibits attached thereto.

                  EXHIBIT B. The Affidavit of Catherine Bowe in Support of
Plaintiff LSOF Pooled Equity, L.P.'s Motion for Partial Summary Judgment and
Brief in Support (the "Bowe Aff."), with Exhibits attached thereto.

                  EXHIBIT C. The Affidavit of Rita Aybar-Townsend in Support of
Plaintiff LSOF Pooled Equity, L.P.'s Motion for Partial Summary Judgment and
Brief in Support (the "Aybar-Townsend Aff."), with Exhibits attached thereto.

                            IV. UNCONTROVERTED FACTS

                  1. Greenbriar is a publicly traded company (AMEX) that owns
and operates extended care nursing homes and assisted living facilities for the
elderly. Although on December 31, 1997 Greenbriar's Common Stock traded at
$17.25 per share, today it trades at approximately $0.60 per share. Dell Aff.
at P. 3. (5)

A.       Pooled Equity Purchased 2.2 Million Shares of Greenbriar Preferred
         ------------------------------------------------------------------
         Stock.
         ------

                  2. On December 31, 1997, Pooled Equity's
predecessor-in-interest and Greenbriar entered into a Stock Purchase Agreement
dated December 31, 1997 (the "Purchase Agreement"). (6) The aggregate purchase
price Pooled Equity paid for the 2.2 million shares of Preferred Stock was $22

- ----------
(5) The Dell Affidavit and all exhibits thereto are incorporated herein by
reference as if set forth at length.

(6) Lone Star Opportunity Fund, L.P. ("Lone Star") is the party that entered
into the Purchase Agreement and purchased Preferred Stock from Greenbriar
pursuant to the Transaction Documents. Lone Star assigned the Preferred Stock to
LSOF Greenbriar, L.L.C. ("LSOF Greenbriar"), a wholly owned subsidiary of Lone
Star and another affiliate of Pooled Equity, pursuant to an Assignment and
Assumption Agreement dated January 13, 1998. On July 23, 1998, LSOF Greenbriar
assigned the stock to Pooled Equity.


                                       5
<PAGE>

million (or $10 per share). Dell Aff. at P. 4, Exhibit 1.

                  3. Pursuant to the Purchase Agreement and related transaction
documents (the Purchase Agreement and the Certificates of Designation, and
related transaction documents are collectively referred to herein as the
"Transaction Documents"), 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") (the Series F Preferred
and Series G Preferred are collectively referred to herein as the "Preferred
Stock." The Series G Certificate of Designation together with the Series F
Certificate of Designation shall be collectively referred to as the
"Certificates of Designation"). Dell Aff. at P. 5, Exhibits 2 and 3.

B.       THE PREFERRED STOCK WAS CONVERTIBLE INTO COMMON STOCK AT AN ADJUSTABLE
         ----------------------------------------------------------------------
         PRICE.
         ------

                  4. The Preferred Stock was convertible into shares of
Greenbriar's common stock (the "Common Stock"). Pooled Equity had the right to
convert the Preferred Stock to Common Stock at any time after January 13, 2000,
and, if Pooled Equity did not exercise its right to convert, the Preferred Stock
was to mandatorily convert to Common Stock on January 13, 2001. Dell Aff. at P.
6, Exhibits 2, 3 at ss.ss. 6.1, 6.3.

                  5. The price per share at which the Preferred Stock was to
convert to Common Stock (the "Conversion Price") was initially $17.50 per share


                                       6
<PAGE>

of Common Stock, subject to adjustment to prevent the dilution of Pooled
Equity's position through the issuance of additional shares of Common Stock or
common stock equivalents (such as stock options) at prices lower than $17.50 per
share (the "Anti-Dilution Provisions"). Dell Aff. atP. 7, Exhibits 2, 3 at p. 3.
Thus, the Conversion Price was to be adjusted, among other things, whenever
Greenbriar issued options to subscribe for, or purchase, Greenbriar
non-preferred stock or convertible securities (including Common Stock) and the
price of those options was less than the Conversion Price. Dell Aff. atP. 7,
Exhibits 2, 3 atss.6.4(d). In that event, the Conversion Price was to be
adjusted downward to the price per share for which a person could exercise his
or her options. Dell Aff. atP. 7, Exhibits 2, 3 atss. 6.4(c)(2).

                  6. Upon the happening of each event that adjusted the
Conversion Price, Greenbriar was required to deliver to Pooled Equity a
certificate reflecting the adjustment in Conversion Price. Greenbriar has never
delivered any such certificates. Dell Aff. atP. 8.

C.       POOLED EQUITY FOUND AN EVENT ADJUSTING THE CONVERSION PRICE TO $0.69
         --------------------------------------------------------------------
         PER SHARE AND PROPERLY EXERCISED ITS CONVERSION RIGHT.
         ------------------------------------------------------

                  7. In October 2000, while conducting due diligence related to
a proposal by Greenbriar to defer the mandatory conversion provisions of the
Transaction Documents, Pooled Equity found that, since the date of issuance of
the Preferred Stock, although required by the Transaction Documents, Greenbriar
had failed to provide the requisite certifications to Pooled Equity that
Greenbriar had granted various options to purchase shares of Common Stock to
certain employees, officers, and directors of Greenbriar at exercise prices
below the Conversion Price which resulted in adjustments to the Conversion


                                       7
<PAGE>

Price. The most recent option issuances of which Pooled Equity is aware had an
exercise price of $0.69 per share of Common Stock, which appears to reflect the
market price of the Common Stock at the time of the grant of such options. (7)
Dell Aff. at P. 9; Bowe Aff. at P. P. 4, 5 and 6. The grant of these options,
under the provisions described above, triggered the Anti-Dilution Provisions and
caused the Conversion Price to fall progressively downward from $17.75 to $0.69
per share of Common Stock. Dell Aff. at P. 9.

                  8. Pooled Equity then delivered a written notice of conversion
to Greenbriar on October 30, 2000 (the "Conversion Notice"). A copy of the
Conversion Notice was hand delivered to Greenbriar's Chairman, James R. Gilley
("Gilley") during a meeting in Pooled Equity's offices. Additionally, Pooled
Equity hand delivered the original Conversion Notice, with the Greenbriar
Preferred Stock certificates attached thereto, at Greenbriar's principal place
of business at 4265 Kellway Circle, Addison, Texas 75244. Aybar-Townsend Aff. at
P. 4. In the Conversion Notice, Pooled Equity elected to convert its shares of
Preferred Stock into Common Stock at a Conversion Price of $0.69. Assuming no
accrued and unpaid dividends, at the adjusted Conversion Price, Pooled Equity's
remaining 1,897,697 shares of Preferred Stock (8) should have been converted
into 27,502,855 shares of Common Stock. The Conversion Notice, therefore,
directed

- ----------
(7) Pooled Equity is aware of earlier options issued at prices of $11.25 and
$2.50 per share.

(8) During the 2000 calendar year, Greenbriar redeemed 302,303 shares of the
Series G Preferred Stock. Based on an erroneous stock power, Greenbriar alleges
that an additional 1,897 shares of Series G Preferred Stock were redeemed.
Pooled Equity disputes this allegation.


                                       8
<PAGE>

Greenbriar to issue to Pooled Equity the Common Stock it was entitled to
receive. (9) Dell Aff. at P. P. 10 and 11, Exhibit 4.

                  9. At the time Gilley was presented with a copy of the
Conversion Notice, he admitted that the options were still outstanding, but that
he had been advised that the issuance of the options was permissible under the
Transaction Documents. Gilley did not mention that the options had expired or
otherwise were no longer outstanding. Dell Aff. atP. 12.

                  10. Despite Gilley's admission, Greenbriar refused to issue
the Common Stock as requested in the Conversion Notice. Rather, after Greenbriar
had an opportunity to piece together a defense, Greenbriar claimed that it had
taken steps to re-inflate the Conversion Price by terminating or rescinding the
$0.69 options subsequent to the date of delivery of Pooled Equity's Conversion
Notice. As shown below, the Transaction Documents do not authorize such an
after-the-fact upward adjustment of the Conversion Price. Greenbriar, therefore,
wrongfully refused to convert the Preferred Stock to Common Stock at $0.69 per
share. Dell Aff. at P. 13.

                  11. Instead, after Pooled Equity tendered its Preferred Stock
certificates to Greenbriar for conversion, Greenbriar delivered to Pooled Equity
stock certificates representing a number of shares of Common Stock based upon a
$17.50 Conversion Price. Pooled Equity returned those inaccurate stock
certificates, indicating the error in Greenbriar's conversion method. Greenbriar
has continually failed to convert the Preferred Stock at $0.69 per share of

- ----------
(9) Pooled Equity directed that Greenbriar issue 6,955,135 of those shares of
the Common Stock in a manner consistent with the waiting period prescribed by
the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "Hart-Scott
Waiting Period"). Greenbriar should have issued all remaining shares of Common
Stock to Pooled Equity upon the expiration of the Hart-Scott Waiting Period on
December 14, 2000.


                                       9
<PAGE>

Common Stock and inappropriately retained Pooled Equity's Preferred Stock
certificates until wrongfully converting the Preferred Stock at a $17.50
Conversion Price. Dell Aff. at P. 14.

D.       GREENBRIAR AGAIN ATTEMPTS TO CONVERT POOLED EQUITY'S PREFERRED STOCK AT
         -----------------------------------------------------------------------
         THE WRONG CONVERSION PRICE.
         ---------------------------

                  12. On January 13, 2001, Greenbriar again notified Pooled
Equity that it had converted the Preferred Stock into Common Stock at a
Conversion Price of $17.50 per share. This time, Greenbriar relied on the
mandatory conversion date of January 13, 2001 set forth in the Transaction
Documents. Had Greenbriar properly fulfilled its contractual obligations and
issued Common Stock to Pooled Equity at the appropriate adjusted Conversion
Price of $0.69 per share of Common Stock, Pooled Equity would now own a
supermajority of the Common Stock and would, therefore, be able to control the
Greenbriar board of directors. Dell Aff. at P. 15.

                          IV. ARGUMENT AND AUTHORITIES

A.       SUMMARY JUDGMENT STANDARD.
         --------------------------

                  A plaintiff may move for summary judgment, at any time after
the adverse party has appeared or answered, on the ground that one or more of
its claims have been established as a matter of law, and as a result, there are
no genuine issues of material fact to be determined. (10) To prevail and place
the burden on the defendant, the plaintiff must establish each element of its
claim(s) as a matter of law. (11) A party need not move for summary judgment on
all

- ----------
(10) TEX. R. CIV. P. 166a(a).

(11) Preston Ridge Financial Servs. v. Tyler, 796 S.W.2d 772, 775 (Tex. App. --
Dallas 1990, writ denied).


                                       10
<PAGE>

of its claims, but may move for partial summary judgment, which becomes final
upon the disposition of the other issues in the case. (12)

                  The procedure for obtaining summary judgment on a declaratory
judgment claim is the same as for other causes of action. (13) In order to be
entitled to declaratory relief, a party must demonstrate that a justiciable
controversy has arisen regarding the rights of the parties. The term justiciable
controversy has been interpreted to mean that: (i) there is a real controversy
between the parties; and (ii) the controversy is one that will actually be
determined by the judicial declaration sought. (14) Additionally, a party must
have a justiciable interest, or proper standing, to maintain a claim for
declaratory relief. (15)

                  In the present case, a real controversy has arisen between
Pooled Equity and Greenbriar (who are both interested parties) regarding the
terms of the Transaction Documents. (16) Specifically, the parties disagree as
to what the appropriate Conversion Price was, and whether Pooled Equity gave
proper notice of its intent to convert on October 30, 2000. Pooled Equity
therefore

- ----------
(12) Hyundai Motor Co. v. Alvarado, 892 S.W.2d 853, 855 (Tex. 1995).

(13) TEX. R. CIV. P. 166a(a).

(14) TEX. CIV. PRAC & REM. CODEss. 37.008; Bonham State Bank v. Beadle, 907
S.W.2d 465, 467 (Tex. 1995).

(15) TEX. CIV. PRAC & REM. CODEss. 37.004(a).

(16) It is axiomatic that contracts, among other things, are the proper subject
matter of declaratory relief. TEX. CIV. PRAC & REM. CODEss. 37.004. When a
dispute arises from the terms of a contract and the contract is unambiguous, the
Court should determine the parties' rights and obligations under the agreement
as a matter of law. ACS Investors, Inc. v. McLaughlin, 943 S.W.2d 426, 430 (Tex.
1996) (citations omitted); Dallas Bank & Trust Co. v. Frigiking, Inc., 692
S.W.2d 163 (Tex. App. - Dallas 1985, writ denied) (holding that when contract
language is not ambiguous, a court must determine the intent of the parties as
expressed in the contract). The Court alone determines whether a contract is
ambiguous. See R & P Enterprises v. LaGuarta, Gavrel & Kirk, Inc., 596 S.W.2d
517 (Tex. 1980). A contract is not ambiguous if it is "so worded that a court
may properly give it a certain or definite legal meaning or interpretation." Id.
at 519.


                                       11
<PAGE>

seeks a judgment from this Court finding that: (i) the Conversion Price was
adjusted from $17.50 per share of Common Stock to $0.69 per share of Common
Stock; and (ii) Pooled Equity properly exercised its right to convert at $0.69
per share of Common Stock on October 30, 2000. Such a ruling will firmly
establish the rights of the parties vis-a-vis the Transaction Documents, and
will simplify any remaining issues in this case.

B.       INTERPRETATION OF THE CERTIFICATES IS A QUESTION OF LAW.
         --------------------------------------------------------

                  Pooled Equity's conversion rights are created and governed by
the Certificates of Designation for the two classes of Greenbriar Preferred
Stock held by Pooled Equity. Under well settled law, interpretation of a
contract, such as the Certificates of Designation, is a questions of law,
appropriate for summary determination. (17) As one court held, "[w]hen the
controversy can be resolved by proper interpretation of contracts that are
complete and not subject to challenge for ambiguity, rendition of summary
judgment is appropriate." (18) Further:

                  It is elementary that if there is no ambiguity, the
                  construction of the written instrument is a question of law
                  for the court [citation omitted]. It is the general rule of
                  the law of contracts that where an unambiguous writing has
                  been entered into between the parties, the courts will give
                  effect to the intention of the parties as expressed or as is
                  apparent in the writing. In the usual case, the instrument
                  alone will be deemed to express the intention of the parties
                  for it is objective, not subjective, intent that controls.
                  (19)


- ----------
(17) NEV. REV. STAT. 78.1955(1) (1999).

(18) Utica National Insurance Co. v. Fidelity & Casualty Co., 812 S.W.2d 656,
663 (Tex.App. - - Dallas 1991, writ denied).

(19) City of Pinehurst v. Spooner Addition Water Co., 432 S.W.2d 515, 518 (Tex.
1968).


                                       12
<PAGE>


                  In the instant case, the language of the Certificates of
Designation is clear and unambiguous with respect to the issues arising out of
Greennbriar's issuance of options to purchase Common Stock and Pooled Equity's
subsequent Conversion Notice; this case is, accordingly, ripe for summary
judgment. (20)

C.       THE CONVERSION PRICE WAS ADJUSTED TO $0.69.
         -------------------------------------------

                  The threshold question that this Court must decide is whether
Greenbriar's issuance of certain stock options triggered the Anti-Dilution
Provisions contained in the Certificates of Designation. In answering this
question, the Court need look no further than the four corners of the
Certificates of Designation, which provide:

                  In case at any time . . .Greenbriar shall . . .ISSUE, any
                  warrants, OPTIONS or OTHER RIGHTS to subscribe for or purchase
                  any [Common Stock] . . . and the consideration per share for
                  which [Common Stock] may at any time thereafter be issuable
                  pursuant to such warrants, options or other rights . . .shall
                  be less than EITHER the Conversion Price OR the Fair Market
                  Price per share of Greenbriar Common Stock on the Computation
                  Date, then the Conversion Price shall be adjusted as provided
                  in Section 6.4(c). (21)

                  (Emphasis added). Pursuant to Section 6.4(c) of the
                  Certificates of Designation:

                  [T]he Conversion Price shall be adjusted to the lower of . . .
                  the value of the consideration per share for which such

- ----------
(20) The rule would be the same if the law of Nevada, the state of Greenbriar's
incorporation, were applied. "Questions of contract construction, in the absence
of ambiguity or other factual issues, are suitable for determination by summary
judgment." Nelson v. California State Automobile Association Inter-Insurance
Bureau, 114 Nev. 345, 347, 956 P.2d 803, 805 (1998).

(21) See Certificates of Designation, p. 14P. 6.4(e).


                                       13
<PAGE>

                  [shares of Common Stock] were issued (or, in the case of
                  [options] are issuable). (22)

                  The summary judgment evidence demonstrates that Greenbriar
granted various options to purchase shares of Common Stock to certain employees,
officers, and directors of Greenbriar. (23) The most recent of those options
were issued with a price of $0.69 per share of Common Stock, which appears to
reflect the market price of the Common Stock at the time of the grant. (24)
Based on a plain reading of the language set forth above, the grant of these
options triggered the Anti-Dilution Provisions set forth in Section 6.4 of the
Certificates of Designation - - regardless of whether any of the options were
ever exercised. As a matter of law, the Conversion Price of the Preferred Stock
was $0.69 per share of Common Stock on October 30, 2000.

D.       POOLED EQUITY PROPERLY EXERCISED ITS CONVERSION RIGHTS.
         -------------------------------------------------------

                  The second issue for the Court to determine is whether Pooled
Equity properly exercised its right to convert the Preferred Stock. Again, as a
matter of law, the answer to this question is yes.

                  Pursuant to Section 6.2 of the Certificates of Designation, in
order to effect a proper conversion of the Preferred Stock:

                  [T]he holder shall surrender to Greenbriar. . .the certificate
                  or certificates representing [the Preferred Stock],
                  accompanied by written notice to Greenbriar that the holder
                  elects to convert all or a specified number of such shares and


- ----------
(22) See Certificates of Designation, p. 13P. 6.4(c)(2).

(23) See Dell Aff. atP. 9.

(24) See Dell Aff. atP. 9.


                                       14
<PAGE>

                  stating therein the holder's name or the name or names of the
                  holder's nominees in which the holder wishes the certificate
                  or certificates for Greenbriar Common Stock to be issued or
                  transferred. (25)

                  Pooled Equity complied with each of these requirements. The
summary judgment evidence shows that on October 30, 2000, Pooled Equity
delivered the written Conversion Notice to Greenbriar. (26) Attached to the
Conversion Notice were the stock certificates representing the Preferred Stock.
(27) As required, the Conversion Notice set forth the number of shares of
Preferred Stock to be converted (all of the Preferred Stock), and the name of
the holder of the stock (LSOF Pooled Equity, L.P.) and the name in which the
stock certificates were to be issued (LSOF Pooled Equity, L.P.). There are no
other procedures or requirements that Pooled Equity was required to satisfy to
convert the Preferred Stock. As a matter of law, Pooled Equity satisfied each
requirement to convert the Preferred Stock, which conversion was effective on
October 30, 2000. (28)

E.       THE CONVERSION PRICE HAS NOT BEEN READJUSTED.
         ---------------------------------------------

                  The lack of specificity in Greenbriar's pleadings, as well as
Greenbriar's failure to furnish Pooled Equity with documents evidencing the
options or the certificates reflecting the adjustment in the Conversion Price,
leaves Pooled Equity in a position of speculating as to what might be

- ----------
(25) See Certificates of Designation, p. 11P. 6.2.

(26) See Dell Aff. atP. 10.

(27) See Dell Aff. atP. 10.

(28) The Certificates of Designation provide, "Any conversion made at the
election of a holder of the [Preferred Stock] shall be deemed to have been made
immediately prior to the close of business on the date of such surrender of the
[Preferred Stock] . . .persons entitled to receive the [Common Stock] issuable
upon conversion shall be treated for all purposes as the record holder or
holders of such [Common Stock] on such date." See Certificates of Designation,
p. 11 P. 6.2.


                                       15
<PAGE>

Greenbriar's justification for refusing to issue Common Stock at the adjusted
$0.69-per-share Conversion Price in the face of the clear language of the
Certificates of Designation. (29) There have been hints, in communications from
Greenbriar's officers to Pooled Equity's representatives, that Greenbriar
perhaps considers that the $0.69 options are no longer in effect. Pooled Equity
is reluctant to address contentions that have not been articulated with
specificity by Greenbriar, but nevertheless feels obliged to point out that the
Transaction Documents foreclose any self-help remedies by virtue of which
Greenbriar may have attempted to reverse the anti-dilution adjustment once such
adjustment had been triggered.

                  First, Pooled Equity assumes that Greenbriar will concede that
the $0.69 options remained outstanding at the time of delivery of the Conversion
Notice on October 30, 2000. Greenbriar's Chairman, James R. Gilley, admitted as
much during the meeting of October 30, 2000, when a copy of the Conversion
Notice was tendered to him. At that time, Gilley's response was that he had been
advised that the issuance of the options was permissible--rather than that the
options had expired or otherwise were no longer outstanding. (30)

                  Greenbriar's officers thereafter indicated to Pooled Equity
that somehow they either had withdrawn, or would withdraw or cancel, the $0.69
options, as if such an action would negate the effect of their issuance and
cause an upward readjustment of the Conversion Price. If such in fact is the

- ----------
(29) Greenbriar broadly asserts that, "Plaintiff did not follow the correct
procedures to convert any of its preferred shares if there was an adjustment in
the conversion price." See Defendant's Original Answer and Counterclaim, p. 2P.
7. Again however, Greenbriar fails to state what, if any, procedures Pooled
Equity failed to satisfy.

(30) See Dell Aff. atP. 12.


                                       16
<PAGE>

intent and contention of Greenbriar, any such effort was clearly ineffectual
after Pooled Equity gave notice of conversion and thereby fixed its rights to
own Common Stock at the adjusted $0.69 per share Conversion Price. The
Certificates of Designation entitle Pooled Equity to convert its Preferred Stock
at the then-effective, adjusted Conversion Price; they do NOT give Greenbriar
the right to move the target AFTER Pooled Equity delivered the Notice of
Conversion.

                  In addition, the clear language of the Certificates of
Designation renders ineffective any such attempt to force a readjustment of the
Conversion Price, even if Pooled Equity's notice had been deficient. The
Certificates of Designation provide for readjustment of the Conversion Price as
follows:

                  (f)      Superseding Adjustment of Conversion Price. If, at
                           any time after any adjustment of the Conversion Price
                           shall have been made pursuant to the foregoing
                           Section 6.4(d) or 6.4(e) on the basis of issuance of
                           warrants or other rights....:
                           (1)      all of such warrants, options or
                                    rights...SHALL EXPIRE, and none of such
                                    warrants, options or rights ... shall have
                                    been exercised ...such previous adjustment
                                    shall be rescinded and annulled . . . .(31)

                  The Certificates of Designation provide for readjustment of
the Conversion Price upon expiration of options--that is, termination by passage
of time according to the express terms of the options. The Certificates of
Designation do not provide Greenbriar, the issuer of the options, with any
rights once the option issuance has triggered an adjustment of the Conversion
Price based on the issuance of options with an exercise price below the

- ----------
(31) See Certificates of Designation, p. 15,P. 6.4(f).


                                       17
<PAGE>

Conversion Price. Pooled Equity cannot undo such an adjustment by taking action
to rescind or annul the options and the option holders' rights therein.

                  In short, the adjustment of the Conversion Price to $0.69
occurred upon the issuance of the options; the price cannot be, and was not,
readjusted unless all such options expired by their own terms (and not by any
subsequent acts of Greenbriar) without being exercised.

                                   CONCLUSION
                                   ----------

                  The Transaction Documents unequivocally provide that if
Greenbriar issued stock options, then the Conversion Price of the Preferred
Stock would be adjusted to the exercise price of such options. It is undisputed
that Greenbriar issued to certain employees Common Stock options with an
exercise price of $0.69 per share of Common Stock. Accordingly, Pooled Equity
was entitled to convert the Preferred Stock into Common Stock at a Conversion
Price of $0.69 per share of Common Stock. On October 30, 2000, Pooled Equity
properly exercised its right to convert the Preferred Stock at $0.69 per share
of Common Stock.

                  WHEREFORE, Pooled Equity respectfully prays that the Court
enter summary judgment in its favor on the issues set forth above and grant
Pooled Equity all such other and further relief to which it may be justly
entitled.


                                       18
<PAGE>

                           Respectfully submitted,



                           /s/  T. Ray Guy
                           ----------------------------------------------------
                           T. Ray Guy
                           State Bar No. 08648500
                           K. Todd Phillips
                           State Bar No. 24002767
                           J. Brian Williams
                           State Bar No. 24028222

                           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.



                            CERTIFICATE OF CONFERENCE
                            -------------------------

         Counsel for movant and counsel for respondent have personally conducted
a conference at which there was a substantive discussion of every item presented
to the Court in this Motion and despite best efforts the counsel have not been
able to resolve those matters presented.


                                          /s/  K. Todd Phillips
                                          -------------------------------------
                                          K. Todd Phillips



                                      FIAT
                                      ----

                  The foregoing Motion for Partial Summary Judgment and Brief in
Support is set for hearing on 3-8 , 2001 at 3:45 o'clock p .m.



                                          /s/  Bill Rhea
                                          -------------------------------------




                                       19
<PAGE>

                             CERTIFICATE OF SERVICE
                             ----------------------

         This is to certify on February 8 , 2001, a true and correct copy of the
foregoing Plaintiff LSOF Pooled Equity, L.P.'s Motion for Partial Summary
Judgment and Brief in Support was served upon counsel for Defendant Greenbriar
Corporation at the address below, via hand delivery:

                                    Terrell W. Oxford, Esq.
                                    Susman Godfrey L.L.P.
                                    901 Main Street, Suite 4100
                                    Dallas, Texas 75202-3775


                                                     /s/ J. Brian Williams
                                                     --------------------------
                                                     J. Brian Williams












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