<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>a8-2sc13da7.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. 7)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)

                                 August 1, 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 123 Pages)


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

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

<PAGE>

-----------------------------------------------------------------------------
CUSIP No. 393648-10-0                 13D               Page 2 of  123 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
                                                              4,729,157*
-----------------------------------------------------------------------------
                                 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)
       79.1%
-----------------------------------------------------------------------------
14      TYPE OF REPORTING PERSON*
        PN
=============================================================================
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!

<PAGE>

-----------------------------------------------------------------------------
CUSIP No. 393648-10-0                 13D               Page 3 of  123 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  123 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
        TEXAS
-----------------------------------------------------------------------------
           NUMBER OF             7       SOLE VOTING POWER
            SHARES                                           27,475,362
         BENEFICIALLY
           OWNED BY
             EACH
           REPORTING
            PERSON
             WITH
-----------------------------------------------------------------------------
                                 8       SHARED VOTING POWER
                                                             4,729,157*
-----------------------------------------------------------------------------
                                 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)
        79.1%
-----------------------------------------------------------------------------
14      TYPE OF REPORTING PERSON*
        CO
===========================================================================
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



<PAGE>
-----------------------------------------------------------------------------
CUSIP No. 393648-10-0                 13D               Page 5 of  123 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
                                                             4,729,157*
-----------------------------------------------------------------------------
                                 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)
        79.1%
-----------------------------------------------------------------------------
14      TYPE OF REPORTING PERSON*
        PN
===========================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>
-----------------------------------------------------------------------------
CUSIP No. 393648-10-0                 13D               Page 6 of  123 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
                                                             4,729,157*
-----------------------------------------------------------------------------
                                 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)
        79.1%
-----------------------------------------------------------------------------
14      TYPE OF REPORTING PERSON*
        PN
===========================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>
-----------------------------------------------------------------------------
CUSIP No. 393648-10-0                 13D               Page 7 of  123 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
                                                             4,729,157*
-----------------------------------------------------------------------------
                                 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)
        79.1%
-----------------------------------------------------------------------------
14      TYPE OF REPORTING PERSON*
        CO
===========================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>
-----------------------------------------------------------------------------
CUSIP No. 393648-10-0                 13D               Page 8 of  123 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
                                                             4,729,157*

-----------------------------------------------------------------------------
                                 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)
         79.1%
-----------------------------------------------------------------------------
14      TYPE OF REPORTING PERSON*
        OO
===========================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>
-----------------------------------------------------------------------------
CUSIP No. 393648-10-0                 13D               Page 9 of  123 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
                                                             4,729,157*
-----------------------------------------------------------------------------
                                 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)
        79.1%
-----------------------------------------------------------------------------
14      TYPE OF REPORTING PERSON*
         PN
===========================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>
-----------------------------------------------------------------------------
CUSIP No. 393648-10-0                 13D               Page 10 of  123 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
                                                       4,729,157*
-----------------------------------------------------------------------------
                                 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)
        79.1%
-----------------------------------------------------------------------------
14      TYPE OF REPORTING PERSON*
        CO
===========================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>
-----------------------------------------------------------------------------
CUSIP No. 393648-10-0                 13D               Page 11 of  123 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
                                                       4,729,157*
-----------------------------------------------------------------------------
                                 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)
        79.1%
-----------------------------------------------------------------------------
14      TYPE OF REPORTING PERSON*
        IN
===========================================================================

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>
-----------------------------------------------------------------------------
CUSIP No. 393648-10-0                 13D               Page 12 of  123 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
14185 Dallas Parkway, Suite 650, Dallas, Texas 75240.

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 Texas 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.

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

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

           (i)    name;


<PAGE>

-----------------------------------------------------------------------------
CUSIP No. 393648-10-0                 13D               Page 13 of  123 Pages
-----------------------------------------------------------------------------

           (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 (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 (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 (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, whereby Greenbriar agreed to
use all proceeds, after payment of reasonable out-of-pocket expenses, from the
sale or refinancing of capital assets to redeem shares of Preferred Stock. On
March 1, 2000, LSOF Greenbriar assigned all of its rights in such letter
agreement to Pooled Equity pursuant to an Assignment of Rights filed as Exhibit
8 (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. On March 1, 2000, LSOF Greenbriar assigned all of its rights
in such letter agreement to Pooled Equity pursuant to the Assignment of Rights.

<PAGE>
-----------------------------------------------------------------------------
CUSIP No. 393648-10-0                 13D               Page 14 of  123 Pages
-----------------------------------------------------------------------------

         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. 2

         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, 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.3 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
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.

----------
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.

3 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 15 of  123 Pages
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         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
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.

<PAGE>

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CUSIP No. 393648-10-0                 13D               Page 16 of  123 Pages
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         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:

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

         (ii)     the number of shares of Series G Preferred owned by Pooled
                  Equity is 497,6974, not 444,854 as stated in the Mandatory
                  Conversion Notice;

         (iii)    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

         (iv)     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.

         On February 8, 2001, Pooled Equity filed a Motion for Partial Summary
Judgment in District Court (the "Motion") seeking a judgment that (i) the
conversion price of the Preferred Stock was adjusted to $0.69 per share, the
lowest exercise price for the Stock Options; (ii) on October 30, 2000, Pooled
Equity properly exercised its right to convert the Preferred Stock at $0.69 per
share of Common Stock; and (iii) the conversion price of the Preferred Stock was
not readjusted due to any subsequent rescission of the Stock Options. A copy of
the Motion is filed as Exhibit 20.


----------
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  123 Pages
-----------------------------------------------------------------------------

         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.

         On April 5, 2001, the District Court entered an order (the "Order")
granting the Motion. A copy of the Order is attached hereto as Exhibit 21.

         On August 1, 2001, Pooled Equity and Greenbriar entered into a Master
Settlement Agreement (the "Settlement"). A copy of the Settlement is attached
hereto as Exhibit 22. Under the terms of the Settlement, Greenbriar will
repurchase all of Pooled Equity's ownership interests in Greenbriar, and Pooled
Equity will release all claims in exchange for $4,000,000 in cash and the
conveyance of 11 assisted living properties out of the 25 owned and operated by
Greenbriar, subject to any indebtedness thereon. Greenbriar will then release
Pooled Equity from all claims.

         In addition, certain stockholders of Greenbriar have entered into a
consent agreement (the "Consent), pursuant to which such holders consented to
the Settlement and such holders have given Pooled Equity an irrevocable proxy
and power of attorney to vote their shares of Common Stock - a total of
4,729,157 shares - with respect to any matter related to the Settlement that is
presented to Greenbriar's stockholders for a vote.

         A copy of the Consent, including a Form of Irrevocable Proxy and Power
of Attorney, is attached hereto as Exhibit 23.

         The closing of the Settlement is expected to occur by the end of the
third quarter of 2001.

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.

         As described above, upon closing the Settlement, Pooled Equity will
have disposed of all of its shares of Greenbriar Common Stock. Terlingua,
Hudson, Associates, Advisors and Grayken will continue to beneficially own 2,200
shares of Greenbriar Common Stock.

         Other than in connection with the Settlement, none of Pooled Equity,
Terlingua 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.

         Upon closing the Settlement, none of Pooled Equity, GenPar, Lone Star,
Partner or Management will beneficially own any shares of Common Stock as
described above. Upon closing the Settlement, Terlingua, Hudson, Associates,
Advisors and Grayken each will, until such shares are otherwise sold or
transferred, beneficially own and have 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 May 14, 2001, as reported in Greenbriar's Quarterly
Report on Form 10-Q for the quarter ended March 31, 2001).

         Prior to closing the Settlement, 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 79.1% of the shares of Common Stock based on the information as
to the number of shares of Common Stock outstanding on May 14, 2001, as reported

<PAGE>

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CUSIP No. 393648-10-0                 13D               Page 18 of  123 Pages
-----------------------------------------------------------------------------

in Greenbriar's Quarterly Report on Form 10-Q for the period ended March 31,
2001). 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 79.1% of the shares of Common Stock based on the
information as to the number of shares of Common Stock outstanding on May 14,
2001, as reported in Greenbriar's Quarterly Report on Form 10-Q for the period
ended March 31, 2001). 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 May 14, 2001, as reported
in Greenbriar's Quarterly Report on Form 10-Q for the period ended March 31,
2001).

         Except as described in Item 3, none of Pooled Equity, Terlingua or any
Control Person has effected any transaction in any shares of Common Stock during
the past sixty days.


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


           Other than as described in this Schedule 13D, none of Pooled Equity,
           Terlingua or any Control Person has any contracts, arrangements,
           understandings or relationships with any person with respect to any
           securities of Greenbriar.

ITEM 7.    MATERIAL TO BE FILED AS EXHIBITS.

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

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

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

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

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

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

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

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

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

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

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


<PAGE>

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CUSIP No. 393648-10-0                 13D               Page 19 of  123 Pages
-----------------------------------------------------------------------------

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.

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.

21.      Order, dated April 5, 2001.

22.      Master Settlement Agreement dated as of August 1, 2001, among
         Greenbriar Corporation, the Assignors named therein, and LSOF Pooled
         Equity, L.P.

23.      Consent Agreement dated as of August 1, 2001, by and among LSOF Pooled
         Equity, L.P. and certain Stockholders.

24.      Joint Filing Agreement dated August 2, 2001, by and among LSOF Pooled
         Equity, L.P., Terlingua Advisors, Inc., LSOF GenPar, Inc., Lone Star
         Opportunity Fund, L.P., Lone Star Partner, L.P., Lone Star Management
         Co., Ltd., Hudson Advisors, L.L.C., Hudson Advisors Associates, L.P.,
         Advisors GenPar, Inc. and John P. Grayken.

<PAGE>
                                                                  Page 20 of 123


                                                  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: August 2, 2001             LSOF POOLED EQUITY, L.P.

                                 By:    LSOF GenPar, Inc., its General Partner


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



Date: August 2, 2001             LSOF GENPAR, INC.


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



Date: August 2, 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>
                                                                  Page 21 of 123



Date: August 2, 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: August 2, 2001             LONE STAR MANAGEMENT CO., LTD.


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



Date: August 2, 2001             HUDSON ADVISORS, L.L.C.


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



Date: August 2, 2001             TERLINGUA ADVISORS, INC.


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



Date: August 2, 2001             ADVISORS GENPAR, INC.


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



<PAGE>
                                                                  Page 22 of 123


Date: August 2, 2001             HUDSON ADVISORS ASSOCIATES, L.P.

                                 By:    Advisors GenPar, Inc.
                                        its General Partner


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





  Date: August 2, 2001           /s/ John P. Grayken
                                 ---------------------------------------------
                                 John P. Grayken







<PAGE>
                                                                  Page 23 of 123


                                  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)


<PAGE>
                                                                  Page 24 of 123


99.21    Order, dated April 5, 2001. (8)

99.22    Master Settlement Agreement dated as of August 1, 2001 among Greenbriar
         Corporation, the Assignors named herein, and LSOF Pooled Equity, L.P.
         (8)

99.23    Consent Agreement dated as of August 1, 2001, by and among LSOF Pooled
         Equity, L.P. and certain Stockholders. (8)

99.24    Joint Filing Agreement dated August 2, 2001, by and among LSOF Pooled
         Equity, L.P., Terlingua Advisors, Inc., LSOF GenPar, Inc., Lone Star
         Opportunity Fund, L.P., Lone Star Partner, L.P., Lone Star Management
         Co., Ltd., Hudson Advisors, L.L.C., Hudson Advisors Associates, L.P.,
         Advisors GenPar, Inc. and John P. Grayken. (8)


(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.

(3) Incorporated by reference to the Schedule 13D (Amendment No. 2) filed on
behalf of LSOF Pooled Equity, L.P. on March 3, 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) Incorporated by reference to Schedule 13D (Amendment No. 6) filed on behalf
of LSOF Pooled Equity, L.P. on April 4, 2001.

(8) Filed herewith.



<PAGE>
                                                                  Page 25 of 123


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

Instruction C. Information for (a) directors and executive officers of GenPar,
Terlingua, Management and Advisors and (b) the officers and member of Hudson.

                        OFFICERS AND DIRECTORS OF GENPAR

Name:                                  John P. Grayken

Present Principal Occupation or
Employment:                            President and Sole Director

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

Name:                                  J.D. Dell

Present Principal Occupation or
Employment:                            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


<PAGE>
                                                                  Page 26 of 123


                      OFFICERS AND DIRECTORS OF MANAGEMENT


Name:                                 John P. Grayken

Present Principal Occupation or
Employment:                           President and Sole Director

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>
                                                                  Page 27 of 123


                       OFFICERS AND DIRECTORS OF ADVISORS

Name:                                                   Robert J. Corcoran

Present Principal Occupation or
Employment:                                             President

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

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

Name:                                                   John P. Grayken

Present Principal Occupation or                         Sole Director
Employment:

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



<PAGE>
                                                                  Page 28 of 123


                          OFFICERS AND MEMBER 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


Name:                                   Hudson Advisors Associates, L.P.

Present Principal Occupation or
Employment:                             Managing Member

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



<PAGE>
                                                                  Page 29 of 123


                       OFFICERS AND DIRECTORS 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

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