-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0001010549-02-000033.txt : 20020414
<SEC-HEADER>0001010549-02-000033.hdr.sgml : 20020414
ACCESSION NUMBER:		0001010549-02-000033
CONFORMED SUBMISSION TYPE:	SC 13D/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20020128

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			GREENBRIAR CORP
		CENTRAL INDEX KEY:			0000105744
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-SKILLED NURSING CARE FACILITIES [8051]
		IRS NUMBER:				752399477
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-38763
		FILM NUMBER:		02518233

	BUSINESS ADDRESS:	
		STREET 1:		14185 DALLAS PKWY
		STREET 2:		STE 650
		CITY:			DALLAS
		STATE:			TX
		ZIP:			75240
		BUSINESS PHONE:		9724078400

	MAIL ADDRESS:	
		STREET 1:		14185 DALLAS PKWY
		STREET 2:		STE 650
		CITY:			DALLAS
		STATE:			TX
		ZIP:			75204

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

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

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			RHOADES FLOYD B
		CENTRAL INDEX KEY:			0001030273

	FILING VALUES:
		FORM TYPE:		SC 13D/A

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

	MAIL ADDRESS:	
		STREET 1:		4265 KELLWAY CIRCLE
		CITY:			ADDISON
		STATE:			TX
		ZIP:			75244
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>green13drhoades121901.txt
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 1)*

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

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

                                   393648-40-7
- --------------------------------------------------------------------------------
                                 (CUSIP Number)

                       Floyd B. Rhoades, 17 Victoria Lane
                 Coto de Caza, California 92679 (949) 380-3502
- --------------------------------------------------------------------------------
            (Name, Address and Telephone Number of Person Authorized
                     to Receive Notices and Communications)

                                December 19, 2001
- --------------------------------------------------------------------------------
             (Date of Event which Requires Filing of this Settlement


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-l(f) or 13d-l(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-1(7) for other
parties to whom copies are to be sent.

- --------------------

*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>



                                  SCHEDULE 13D

 CUSIP No. 393648-40-7                                         Page 2 of 4 Pages
           -----------                                             ---  ---

- --------------------------------------------------------------------------------
1    NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)


         Floyd B. Rhoades (SS# ###-##-####)
- --------------------------------------------------------------------------------
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                 (a)  [_]
                                                                 (b)  [X]

- --------------------------------------------------------------------------------
3    SEC USE ONLY



- --------------------------------------------------------------------------------
4    SOURCE OF FUNDS*


         00
- --------------------------------------------------------------------------------
5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
     PURSUANT TO ITEMS 2(d) OR 2(e)                                   [_]



- --------------------------------------------------------------------------------
6    CITIZENSHIP OR PLACE OF ORGANIZATION


         United States
- --------------------------------------------------------------------------------
               7    SOLE VOTING POWER

  NUMBER OF
                   31,398
   SHARES      _________________________________________________________________
               8    SHARED VOTING POWER
BENEFICIALLY

  OWNED BY         0
               -----------------------------------------------------------------
    EACH       9    SOLE DISPOSITIVE POWER

  REPORTING
                   31,398
   PERSON      _________________________________________________________________
               10   SHARED DISPOSITIVE POWER
    WITH

                   0
- --------------------------------------------------------------------------------
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON



- --------------------------------------------------------------------------------
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

         41,398                                                             [-]

- --------------------------------------------------------------------------------
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

         11.2%

- --------------------------------------------------------------------------------
14   TYPE OF REPORTING PERSON*

         IN

- --------------------------------------------------------------------------------
                     *SEE INSTRUCTIONS BEFORE FILLING OUT!

<PAGE>


                                  Introduction

         This Statement on Schedule 13D (the "Statement") constitutes an amended
filing of Floyd B. Rhoades (the  "Reporting  Person")  reporting the  beneficial
ownership  of  41,398  shares  of Common  Stock,  $.01 par value per share  (the
"Common Stock") of Greenbriar Corporation,  a Nevada corporation (the "Issuer"),
consisting  of 31,399  shares  owned of record and  options to  purchase  10,000
shares for $350.00 per share. The original number of shares reported was reduced
by 6,250 upon the  foreclosure  of a note payable to the Issuer in the principal
amount of $180,000.

         All share numbers have been adjusted for a one-for-25  reverse split in
December 2001 and a 25% stock dividend on January 25, 2002.

Item 1.           Security and Issuer.

         This  statement  relates  to common  stock,  as  described  above.  The
principal  executive  offices are located at 14185  Dallas  Parkway,  Suite 650,
Dallas, Texas 75240.

Item 2.           Identity and Background.

         (a),  (b) and (c) The name,  business  address  and  present  principal
employment of the Reporting Person are listed below.

Name:                      Floyd B. Rhoades
Business Address:          17 Victoria Lane
                           Coto de Caza, California 92679
Present Principal
Employment:                Investments

         (d) and (e) During the last five (5) years,  the  Reporting  Person has
not been convicted in a criminal  proceeding  (excluding  traffic  violations or
similar  misdemeanors),  and has not been a party to any civil  proceeding  of a
judicial or administrative  body of competent  jurisdiction as a result of which
he 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.

         (f) The Reporting Person is a citizen of the United States.

Item 3.           Source and Amounts of Funds or Other Consideration.

         None.

Item 4.           Purpose of Transaction.

         Registrant  ceased to be affiliated  with the Issuer in October,  1998,
but  continues  to hold a major stock  position in the  Issuer.  Registrant  was
indebted  to  Issuer in the  amount of  $180,000,  resulting  from  Registrant's
purchase of a company from the Issuer.  The note  representing  said debt was in
default, and on December 19, 2001, Issuer foreclosed such note by taking in lieu
of the debt 6,250  shares of  Issuer's  stock  securing  said  note.  Registrant
consented to such foreclosure.

                                        3

<PAGE>


         Other  than  the  foregoing,  there is no  change  in the  other  items
reported in Item 4 by Registrant.

Item 5.           Interest in Securities of the Issuer.

         (a)      The Registrant beneficially owns an aggregate of 41,399 shares
                  of Common Stock  consisting  of 31,399 shares owned of record,
                  representing  approximately  8.7% of the outstanding shares of
                  the  Issuer's  Common  Stock,  and options  for 10,000  shares
                  exercisable  at $350.00 per share.  In addition,  Mr.  Rhoades
                  spouse  owns  47  shares  of  Common  Stock,  as to  which  he
                  disclaims beneficial ownership.

         (b)      The  Reporting  Person has the sole power to vote or to direct
                  the vote of 31,399  shares of Common  Stock and the sole power
                  to dispose or to direct the  disposition  of 31,399  shares of
                  Common Stock.

         (c)      There have been no  transactions in the Common Stock that were
                  effected  in the  past  sixty  days or since  the most  recent
                  filing on Schedule 13D ((S)  240.13d-191),  whichever is less,
                  by the Reporting Person.

         (d)      No other persons are known to have the right to receive or the
                  power to direct the receipt of dividends from, or the proceeds
                  from the sale of such securities.

         (e)      Not applicable.

Item 6.           Contracts, Arrangements,  Understandings or Relationships with
                  Respect to Securities of the Issuer.

         No change.

Item 7.           Material to be Filed as Exhibits.

         None.

                                    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: January 24, 2002                               /s/ Floyd B. Rhoades
                                                     ---------------------------
                                                     Floyd B. Rhoades

         Attention: Intentional  misstatements  or omissions of fact  constitute
                    Federal criminal violations (See 18 U.S.C. 1001).





                                        4


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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