<DOCUMENT>
<TYPE>EX-4.1.8
<SEQUENCE>3
<FILENAME>green8k70101ex418.txt
<DESCRIPTION>CERTIFICATES OF DESIGNATIONS
<TEXT>


                                                                   EXHBIT 4.1.8.
                                                                   -------------

                             GREENBRIAR CORPORATION


                  Certificate of Designations, Preferences and
                            Rights of Preferred Stock
                     By Resolution of the Board of Directors

         We,  Gene S  Bertcher,  Executive  Vice  President,  and L. A.  Tuttle,
Assistant  Secretary,  of Greenbriar  Corporation,  a corporation  organized and
existing  under  the  laws of the  State  of  Nevada,  in  accordance  with  the
provisions of Section 78.195 of the Nevada Revised Statutes  thereof,  DO HEREBY
CERTIFY:


         That,  pursuant to authority  conferred  upon the Board of Directors by
the Articles of  Incorporation  (or an amendment  thereto) of said  Corporation,
said Board of  Directors  adopted,  by  unanimous  written  consent,  an amended
resolution  providing  for the  issuance  of a series of Six  Million  shares of
Series H Preferred Stock, which resolution is as follows:

         RESOLVED,  that pursuant to the authority  vested in the Board
         of  Directors  of  the  Corporation  in  accordance  with  the
         provisions of its Articles of  Incorporation,  effective as of
         the date this resolution is filed with the Nevada Secretary of
         State, a series of Preferred  Stock of the Corporation be, and
         it hereby is  created,  such series of  Preferred  Stock to be
         designated  Series H Preferred  Stock, to consist of 6,000,000
         shares  with a par  value of $0.10  per share and to have such
         features as set forth on Exhibit A to these minutes.

         IN  WITNESS  WHEREOF,  said  Greenbriar   Corporation  has  caused  its
corporate seal to be hereunto affixed and this certificate to be signed by James
R. Gilley, its President,  and Robert L. Griffis,  its Secretary,  effective the
12th day of July, 2001.


                                   By:      /s/ Gene S.  Bertcher
                                       ----------------------------------------
                                   Gene S. Bertcher, Executive Vice President



                                   By:      /s/ L.  A.  Tuttle
                                       ----------------------------------------
                                   L.  A.  Tuttle, Assistant Secretary



                                 Page 4 of 200
<PAGE>

STATE OF TEXAS

COUNTY OF DALLAS


         On July 12, 2001,  personally appeared before me, a Notary Public, Gene
S. Bertcher, Executive Vice President, and L. A. Tuttle, Assistant Secretary, of
Greenbriar Corporation, who acknowledged that they executed the above instrument
on behalf of said Corporation.



(Seal)                               /s/ Celeste Byars
                                     -------------------------------------------
                                     Notary Public in and for the State of Texas

My Commission Expires:
6/21/04



                                    EXHIBIT A

                            SERIES H PREFERRED STOCK


         1.       Greenbriar Corporation (the "Company") establishes a series of
Preferred  Stock  pursuant  to  the  authority  contained  in  the  Articles  of
Incorporation of the Company, to be known as Series H Preferred Stock, par value
$0.10 per share.


         2.       There shall be authorized the issuance of 6,000,000  shares of
Series H Preferred Stock.


         3.       The issue price of Series H Preferred Stock shall be $2.00 per
share  (the  "Issue  Price")  issuable  in  exchange  for cash or as  additional
collateral value to secured lenders to the Company or its subsidiaries.


         4.       No dividend  shall be payable on the Series H Preferred  Stock
except as shall be declared from time to time by the Board of Directors.

         5.       In the event of any dissolution,  liquidation or winding up of
the  Company,  whether  voluntary  or  involuntarily,  the  holders  of Series H
Preferred Stock, without any preference among them, shall be entitled to receive
in cash  out of the  assets  of the  Company,  whether  capital  or  surplus  or
otherwise, before any distribution of the assets shall be made to the holders of
Common  Stock,  an amount equal to the  aggregate  Issue Price of their  shares,
together,  in all  cases,  with  any  unpaid  dividends,  if any,  whether  such
dividends are earned, declared or otherwise, to the date fixed for such payment.
After  payment  to the  holders  of the  Series  H  Preferred  Stock of the full
preferential  amounts  hereinbefore  provided  for,  the  holders  of  Series  H
Preferred  Stock  will have no other  rights  or claims to any of the  remaining
assets  of the  Company,  either  upon  distribution  of  such  assets  or  upon
dissolution,  liquidation or winding up. The sale of all or substantially all of
the property of the Company to, or the merger,  consolidation or  reorganization
of the Company into or with, any other company, or the purchase or redemption by
the  Company  of any  shares of any class of its  Preferred  Stock or its Common
Stock or any other class of its stock  shall not be deemed to be a  distribution
of assets or a  dissolution,  liquidation or winding up for the purposes of this
paragraph.


                                 Page 5 of 200
<PAGE>

         6.       The Company may, at its option,  at any time, redeem the whole
or any part of the shares of Series H Preferred  Stock, and the redemption price
thereof  shall be equal to the Issue Price of the shares so  redeemed,  plus the
amount of any unpaid  dividends,  if any,  to the date of such  redemption.  The
Company may only  redeem  outstanding  shares of Series H Preferred  Stock after
giving each  record  holder of Series H Preferred  Stock at such  holder's  last
address, as shown on the records of the Company, at least ten (10), but not more
than fifty (50) days' notice thereof in writing by mail, postage prepaid. Except
as may be limited herein, all such redemptions of Series H Preferred Stock shall
be effected in accordance  with any procedure for  redemptions  set forth in the
Act.  Shares of Series H Preferred Stock which are redeemed shall be restored on
the status of authorized but unissued shares.

         On or before the date fixed for redemption,  the Company,  if it elects
to  call  such  shares  for  redemption,  shall  provide  for  payment  of a sum
sufficient  to redeem the shares  called  for  redemption  either (1) by setting
aside the sum,  separate  from its other funds,  in trust for the benefit of the
holders of the shares to be redeemed, or (2) by depositing such sum in a bank or
trust company as a trust fund, with  irrevocable  instructions  and authority to
the bank or trust  company to give or complete the notice of  redemption  and to
pay,  on or  after  the date  fixed  for  redemption,  the  redemption  price on
surrender  of  certificates  evidencing  the shares of Series H Preferred  Stock
called for  redemption.  From and after the date fixed for  redemption,  (a) the
shares shall be deemed to be redeemed,  (b) such setting  aside or deposit shall
be deemed to  constitute  full  payment of the shares,  (c) the shares  shall no
longer be deemed to be  outstanding,  (d) the holders  thereof shall cease to be
shareholders   with  respect   thereto,   except  the  right  to  receive  their
proportionate  share of the fund set aside  pursuant  hereto or  deposited  upon
surrender of their  respective  certificates.  Any interest accrued on funds set
aside pursuant hereto or deposited  shall belong to the Company.  If the holders
of shares do not,  within six (6) years after such deposit,  claim any amount so
deposited for  redemption  thereof,  the bank or trust company shall upon demand
pay over to the Company the balance of the funds so  deposited,  and the bank or
trust company shall thereupon be relieved of all responsibility to such holders.

         7.       The Shares of Series H Preferred Stock shall not be redeemable
by the holders thereof.


                                 Page 6 of 200
<PAGE>

         8.       The holders of Series H  Preferred  Stock shall have the right
to vote on all matters to come before a meeting of the Shareholders, at the rate
of one vote for each  share of common  stock  into  which the shares of Series H
Preferred  Stock are  convertible.  Holders of Series H Preferred Stock shall be
entitled to receive  notice of all  meetings of  shareholders  of the Company at
which they are  entitled to vote.  In the event the shares of Series H Preferred
Stock are held as  collateral  for the benefit of lenders to the Company or to a
Subsidiary,  neither  the lender nor the  holders  shall  obtain any such voting
rights  unless and until there shall have  occurred a "change in control" of the
Company  or an event of  default  under  the terms of loan  documents  with such
lenders.  Any shares of Series H Preferred Stock issued for cash shall have full
voting rights as provided  herein.  For purposes of these Sections,  a change of
control shall mean any one or more of the following events:

         (a)      An  acquisition  (other than directly from the Company) of any
voting securities of the Company (the "Voting  Securities") by any "Person" (the
term person is used for the purposes of Section 13(d) of the Securities Exchange
Act of 1934,  as amended  (the  "Exchange  Act"),  immediately  after which such
Person has "Beneficial  Ownership" (within the meaning of Rule 13d-3 promulgated
under the Exchange  Act) of  twenty-five  percent  (25%) or more of the combined
voting power of the Company's  then  outstanding  Voting  Securities;  provided,
however,  in  determining  whether  a Change in  Control  has  occurred,  Voting
Securities  which are acquired in a "Non-Control  Acquisition"  (as  hereinafter
defined)  shall not  constitute  an  acquisition  which  would cause a change in
Control.  A  "Non-Control  Acquisition"  shall  mean  an  acquisition  by (i) an
employee  benefit plan (or trust forming a part  thereof)  maintained by (A) the
Company or (b) any corporation or other Person of which a majority of its voting
power or its voting equity  securities or equity interest is owned,  directly or
indirectly, by the Company (for purposes of this definition, a "Subsidiary" (ii)
the  Company  or its  Subsidiaries,  or (iii) any  Person in  connection  with a
"Non-Control Transaction" (as hereinafter defined);

         (b)      The  Individuals  who, as of June 30, 2001, are members of the
Board (the  "Incumbent  Board"),  cease to constitute at least  two-third of the
members  of the  Board.  Provided,  however,  that if  after  the  election,  or
nomination  for  election  by the  Company's  common  stockholders,  if any  new
director was approved by a vote of at least  two-thirds of the Incumbent  Board,
such new director shall, for purposes of this Plan, be considered as a member of
the Incumbent  Board;  provided  further,  however,  that no individual shall be
considered a member of the Incumbent Board if such individual  initially assumed
office as a result of either an  actual or  threatened  "Election  Contest"  (as
described in Rule 14a-11  promulgated under the Exchange Act) or other actual or
threatened solicitation of proxies or consents by or on behalf of a Person other
than the board (a "Proxy Contest") including by reason of any agreement intended
to avoid or settle any Election Contest or Proxy Contest; or


                                 Page 7 of 200
<PAGE>

         (C)      Approval by stockholders of the Company of:

         (1)               a merger,  consolidation or reorganization  involving
                  the   Company,   unless  such  a  merger,   consolidation   or
                  reorganization is a "Non-Control  Transaction." A "Non-Control
                  Transaction"   shall   mean   a   merger,   consolidation   or
                  reorganization of the Company where:

                  (i)               the stockholders of the Company, immediately
                           before such merger,  consolidation or reorganization,
                           own directly or indirectly immediately following such
                           merger,  consolidation  or  reorganization,   seventy
                           percent  (70%) of the  combined  voting  power of the
                           outstanding  Voting  Securities  of  the  corporation
                           resulting  from  such  merger  or   consolidation  or
                           reorganization   (the  "Surviving   Corporation")  in
                           substantially  the same proportion as their ownership
                           of the  Voting  Securities  immediately  before  such
                           merger, consolidation or reorganization,

                  (ii)              the  individuals  who were  members  of  the
                           Incumbent Board immediately prior to the execution of
                           the    agreement    providing    for   such   merger,
                           consolidation or  reorganization  constitute at least
                           two-third of the members of the board of directors of
                           the   Surviving   Corporation,   or   a   corporation
                           beneficially directly or indirectly owning a majority
                           of   the   Voting   Securities   of   the   Surviving
                           Corporation, and

                  (iii)             no Person other than (a)  the  Company,  (b)
                           any Subsidiary, (c) any employee benefit plan (or any
                           trust  forming  a  part  thereof)  maintained  by the
                           Company,   the  Surviving   Company,   the  Surviving
                           Corporation,  or any  Subsidiary,  or (d) any  Person
                           who, immediately prior to such merger,  consolidation
                           or   reorganization   has  Beneficial   Ownership  of
                           fifty-one   percent   (51%)   or  more  of  the  then
                           outstanding   Voting   Securities,   has   Beneficial
                           Ownership of fifty-one  percent  (51%) or more of the
                           combined voting power of the Surviving  Corporation's
                           then outstanding Voting Securities.

         (2)               A plan of complete  liquidation or dissolution of the
                  Company, or

         (3)               An agreement for the sale or other disposition of all
                  or  substantially  all of the  assets  of the  Company  to any
                  Person (other than a transfer to a Subsidiary).

         9.       The  holders  of  shares  of any and all  series  of  Series H
Preferred  Stock  outstanding  on the  record  date for any such  meeting of the
shareholders  shall be entitled to vote,  as a single  class,  upon any proposed
amendment to the Company's Articles of Incorporation, and their consent shall be
required for any action of the Board of Directors,  if such  amendment or action
would (i)  increase or decrease the  aggregate  number of  authorized  shares of
Series H Preferred Stock, (ii) increase or decrease the Issue Price of shares of




                                 Page 8 of 200
<PAGE>

Series  H  Preferred  Stock,  (iii)  effect  an  exchange,  reclassification  or
cancellation  of all or part of the  shares of Series H  Preferred  Stock,  (iv)
effect an  exchange,  or create a right of  exchange,  of all or any part of the
shares of another class into shares of Series H Preferred  Stock, (v) change the
designations,  preferences,  limitations,  or  relative  rights of the  Series H
Preferred Stock herein,  (vi) change the shares of Series H Preferred Stock into
the same or a different  number of shares,  either with or without par value, of
the same class or another class or classes,  or (vii) cancel or otherwise affect
accumulated but undeclared  dividends on the shares of Series H Preferred Stock,
and no such  proposed  amendment  or action shall be deemed to have been adopted
and approved without the affirmative vote or consent of holders of a majority of
shares of Series H Preferred Stock then outstanding.

         10.      Subject to and upon  compliance  with the  provisions  hereof,
each holder of shares of Series H Preferred  Stock shall have the right, at such
holder's  option,  to convert  all or any  portion  (in  minimum  increments  of
$100,000 per  exercise if for less than all shares  owned) of the Issue Price of
shares of Series H  Preferred  Stock into  shares of common  stock (the  "Common
Stock") of the Company at a  conversion  rate of five (5) shares of common stock
for each one  share of  Series H  Preferred  Stock  (referred  to  herein as the
"Conversion  Price").  The Conversion Price is greater than the book value as of
June 30,  2001 or the fair  market  value of the  Common  Stock as quoted on the
American Stock Exchange on the last trading day prior to June 30, 2001, the date
of issue.

         The  Conversion  Price  and  number  of  common  shares  issuable  upon
conversion  shall be adjusted  to take into  account  any and all  increases  or
reductions  in the number of shares of Common Stock  outstanding  which may have
occurred  since the date of issuance of the Series H Preferred  Shares by reason
of a split, share dividend,  merger,  consolidation,  or other capital change or
reorganization  affecting the number of  outstanding  common shares so as fairly
and equitably to preserve so far as reasonably  possible the original conversion
rights of the Series H Preferred  Shares,  and  provided  further that when such
adjustment  is  required,  no notice of  redemption  shall be given  until  such
amendment and adjustments shall have been accomplished.

         Upon conversion of all or a part of the outstanding  Series H Preferred
Shares,  the Series H  Preferred  Shares  surrendered  for  conversion  shall be
cancelled and returned to the status of authorized but unissued shares. Under no
circumstances shall the Company be obligated to issue any fractional shares.

         In order to exercise the conversion  privilege,  the holder of Series H
Preferred  Stock  shall  present  the  shares  to the  Company  at  its  office,
accompanied  by written  notice to the Company that the holder elects to convert
all or a portion of Series H Preferred  Stock.  Such notice shall also state the
name or names  (with the  address  or  addresses)  in which the  certificate  or
certificates   representing  Common  Stock  which  shall  be  issuable  on  such
conversion  shall be issued.  As soon as  practicable  after the receipt of such
notice and the  presentation of the Shares of the Series H Preferred  Stock, the
Company shall issue and deliver to the holder a certificate or certificates  for
the number of full shares of common stock issuable upon the conversion of Series
H Preferred Shares (or portion hereof).  Such conversion shall be deemed to have
been  effected  immediately  prior to the close of business on the date on which
such notice shall have been received by the Company,  and the shares of Series H
Preferred Stock shall have been presented as aforesaid,  and conversion shall be



                                 Page 9 of 200
<PAGE>

at the  Conversion  Price in effect at such time, and at such time the rights of
the holder of the shares of Series H Preferred  Stock as such holder shall cease
(to the extent the shares of Series H Preferred  Stock are so converted) and the
person or persons in whose name or names any  certificate  or  certificates  for
Common  Stock shall be  issuable  upon such  conversion  shall be deemed to have
become the holder or holders of record of the Common Stock represented  thereby.
Upon  conversion  by a holder of only a part of the shares of Series H Preferred
Stock held by such holder,  new shares of Series H Preferred Stock  representing
the  shares  not  converted  shall  be  issued  in  the  name  of  such  holder.
Notwithstanding  the  holder's  designation  of names in which  shares of Common
Stock are to be issued,  nothing  contained  in this  Section  shall  permit the
holder of the Series H Preferred Stock to make any transfer or assignment of its
rights hereunder which is otherwise  prohibited by the Series H Preferred Shares
or by law.





                                 Page 10 of 200

</TEXT>
</DOCUMENT>
