



<PAGE>


                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                                               
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                                  FORM 8-K
                          CURRENT REPORT PURSUANT
                       TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934
                                            
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     Date of Report (Date of Earliest Event Reported):  March 11, 1997


                           GREYHOUND LINES, INC.
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           (Exact Name of Registrant as Specified in its Charter)


                                  Delaware
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               (State or Other Jurisdiction of Incorporation)


            1-10841                                    86-0572343
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   (Commission File Number)                         (I.R.S. Employer
                                                   Identification No.)

          15110 North Dallas Parkway
                  Suite 600
                Dallas, Texas                                  75248
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   (Address of Principal Executive Offices)                 (Zip Code)


                               (214) 789-7000
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            (Registrant's Telephone Number, Including Area Code)


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     Item 5.  Other Events
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          Amendment and Restatement of Stockholder Rights Plan
          ----------------------------------------------------
               On March 11, 1997, the Board of Directors of the Company
     authorized and directed the Company to amend and restate the Rights
     Agreement, dated as of March 22, 1994 (the "Original Rights
     Agreement"), between the Company and Mellon Securities Trust Company,
     as Rights Agent ("Rights Agent"), to, among other things, (i) remove
     therefrom the concept of action required to be taken by "Continuing
     Directors," (ii) reduce from one one-hundredth (1/100) to one one-
     thousandth (1/1,000) the number of shares of Series A Junior Preferred
     Stock of the Company ("Preferred Stock") for which each Preferred
     Stock purchase right (a "Right") issued to holders of the Company's
     common stock, par value $.01 per share ("Common Stock"), in connection
     with the Original Rights Agreement may be exercised (while preserving
     the economic value of each such Right), and (iii) amend and restate
     the Certificate of Designations attached to the Original Rights
     Agreement as Exhibit C to effect the changes described in clause (ii)
     above.  In addition, the Board of Directors delegated to a separate
     Committee of the Board authority to consider other appropriate or
     desirable amendments to the Rights Agreement.  On March 24, 1997, that
     Committee authorized and directed the Company to further amend the
     Original Rights Agreement to increase to 20% the beneficial ownership
     threshold for the
















































     
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     definition of "Acquiring Person" in the Original Rights Agreement.

               On April 8, 1997, the Company and the Rights Agent entered
     into an Amended and Restated Rights Agreement (the "Rights Agreement")
     in accordance with the terms of the Original Rights Agreement.  On
     April 9, 1997, the Company filed with the Secretary of State of the
     State of Delaware an Amended and Restated Certificate of Designations
     in the form of Exhibit C to the Rights Agreement.

               The following is a summary of the material terms of the
     Company's Stockholder Rights Plan after giving effect to the execution
     of the Rights Agreement and the filing of the Amended and Restated
     Certificate of Designations.  Such summary is not a complete
     description and is qualified in its entirety by reference to the full
     text of the Rights Agreement, a copy of which is attached hereto as
     Exhibit 5.1 and incorporated herein by reference.

               Each Right entitles the registered holder to purchase from
     the Company one one-thousandth (1/1,000) of a share of Preferred Stock
     at a price of $35.00 per one one-thousandth (1/1,000) of a share (the
     "Exercise Price"), subject to certain adjustments.

               The Rights, unless earlier redeemed by the Board of
     Directors, become exercisable upon the close of business on the






















































     
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     day (the "Distribution Date") which is the earlier of (i) the tenth
     day following a public announcement that a person or group of
     affiliated or associated persons, with certain exceptions set forth
     below, has acquired beneficial ownership of 20% or more of the
     outstanding voting stock of the Company (an "Acquiring Person") and
     (ii) the tenth business day (or such later date as may be determined
     by the Board of Directors prior to such time as any person or group of
     affiliated or associated persons becomes an Acquiring Person) after
     the date of the commencement or announcement of a person's or group's
     intention to commence a tender or exchange offer the consummation of
     which would result in the beneficial ownership of 30% or more of the
     Company's outstanding voting stock (even if no shares are actually
     purchased pursuant to such offer); prior thereto, the Rights would not
     be exercisable, would not be represented by a separate certificate,
     and would not be transferable apart from the Company's Common Stock,
     but will instead be evidenced, by such Common Stock certificate.  An
     Acquiring Person does not include (A) the Company, (B) any subsidiary
     of the Company, (C) any employee benefit plan or employee stock plan
     of the Company or of any subsidiary of the Company, or any trust or
     other entity organized, appointed, established or holding Common Stock
     for or pursuant to the terms of any such plan (each of the persons
     listed in clauses (A) through (C) above being an "Exempt




















































     
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     Person"), or (D) any person or group whose beneficial ownership of 20%
     or more of the shares of voting stock of the Company then outstanding
     results solely from (i) any action or transaction or transactions
     approved by the Board of Directors before such person or group became
     an Acquiring Person or (ii) a reduction in the number of issued and
     outstanding shares of voting stock of the Company pursuant to a
     transaction or transactions approved by the Board of Directors
     (provided that any person or group that does not become an Acquiring
     Person by reason of clause (i) or (ii) above shall become an Acquiring
     Person upon acquisition of an additional 1% of the Company's voting
     stock unless such acquisition of additional voting stock will not
     result in such person or group becoming an Acquiring Person by reason
     of such clause (i) or (ii)).

               Until the Distribution Date (or earlier redemption or
     expiration of the Rights), new Common Stock certificates issued after
     April 8, 1997 will contain a legend incorporating the Rights Agreement
     by reference.  Until the Distribution Date (or earlier redemption or
     expiration of the Rights), the surrender for transfer of any of the
     Company's Common Stock certificates outstanding as of April 8, 1997
     will also constitute the transfer of the Rights associated with the
     Common Stock represented by such certificate.  As soon as practicable
     following the Distribution Date, separate certificates evidencing the
     Rights



















































     
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     ("Right Certificates") will be mailed to holders of record of the
     Company's Common Stock as of the close of business on the Distribution
     Date and such separate certificates alone will evidence the Rights
     from and after the Distribution Date.

               The Rights are not exercisable until the Distribution Date. 
     The Rights will expire at the close of business on March 22, 2004,
     unless earlier redeemed by the Company as described below.

               The Preferred Stock is non-redeemable and, unless otherwise
     provided in connection with the creation of a subsequent series of
     preferred stock, subordinate to any other series of the Company's
     preferred stock.  The Preferred Stock may not be issued except upon
     exercise of Rights.  Each share of Preferred Stock is entitled to
     receive when, as and if declared, (i) cash dividends in an amount
     equal to 1,000 times the aggregate amount of all cash dividends
     declared or paid on the Common Stock and (ii) a quarterly,
     preferential cash dividend equal to $100.00 less the per share amount
     of any cash dividends described in clause (i) paid on the Preferred
     Stock since the preceding quarterly payment date.  If the Company
     makes any distribution to holders of Common Stock which is payable in
     cash or any debt security, debt instrument, real or personal property
     or any other property (other than cash dividends described in the
     immediately preceding sentence and distributions of Common Stock




















































     
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     or securities convertible into or exchangeable for shares of Common
     Stock), then the holder of a share of Preferred Stock will be entitled
     to receive a distribution, in like kind, equal to 1,000 times the
     distribution paid on a share of Common Stock.  In the event of a
     liquidation, a holder of a share of Preferred Stock will be entitled
     to receive a preferential liquidation payment in the amount of
     $1,000.00 per share plus an amount equal to the accrued and unpaid
     dividends and distributions, or, if greater, an amount equal to 1,000
     times the per share amount to be distributed to holders of the Common
     Stock.  The rights of Preferred Stock as to dividends and
     distributions and liquidation are protected by anti-dilution
     provisions.

               Each share of Preferred Stock will have one vote, voting
     together with the Common Stock.

               The number of shares of Preferred Stock issuable upon
     exercise of the Rights is subject to certain adjustments from time to
     time in the event of a stock dividend on, or a subdivision or
     combination of, the Common Stock.  The Exercise Price for the Rights
     is subject to adjustment in the event of extraordinary distributions
     of cash or other property to holders of Common Stock.

               Unless the Rights are earlier redeemed, in the event that,
     after the time that the Rights become exercisable, the Company were to
     be acquired by any Person (other than an Exempt



















































     
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     Person) in a merger or other business combination (in which any shares
     of the Company's Common Stock are changed into or exchanged for other
     securities or assets) or more than 50% of the assets or earning power
     of the Company and its subsidiaries (taken as a whole) were to be sold
     or transferred to any Person (other than an Exempt Person) in one or a
     series of related transactions, the Rights Agreement provides that
     proper provision will be made so that each holder of record of a Right
     will from and after such date have the right to receive, upon payment
     of the Exercise Price, that number of shares of common stock of the
     acquiring company having a market value at the time of such
     transaction equal to two times the Exercise Price.  In addition,
     unless the Rights are earlier redeemed, if a person or group becomes
     the beneficial owner of 20% or more of the Company's voting stock
     (other than pursuant to a tender or exchange offer (a "Qualifying
     Tender Offer") for all outstanding shares of Common Stock that is
     approved by the Board of Directors, after taking into account the
     long-term value of the Company and all other factors they consider
     relevant in the circumstances), the Rights Agreement provides that
     proper provision will be made so that each holder of record of a
     Right, other than the Acquiring Person (whose Rights will thereupon
     become null and void), will thereafter have the right to receive, upon
     payment of the Exercise Price, that number of shares of the Company's
     Preferred



















































     
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     Stock having a market value at the time of the transaction equal to
     two times the Exercise Price (such market value to be determined with
     reference to the market value of the Company's Common Stock as
     provided in the Rights Agreement).

               Fractions of shares of Preferred Stock (other than fractions
     that are integral multiples of one one-thousandth (1/1,000) of a
     share) may, at the election of the Company, be evidenced by depositary
     receipts.  The Company may also issue cash in lieu of fractional
     shares which are not integral multiples of one one-thousandth
     (1/1,000) of a share.

               At any time on or prior to the close of business on the
     tenth day after the time that a Person or group has become an
     Acquiring Person (or such later date as a majority of the Board of
     Directors may determine), the Company may redeem the Rights in whole,
     but not in part, at a price of $.01 per Right ("Redemption Price"),
     subject to adjustment.  Immediately upon the effective time of the
     action of the Board of Directors of the Company authorizing redemption
     of the Rights, the right to exercise the Rights will terminate and the
     only right of the holders of the Rights will be to receive the
     Redemption Price.

               For as long as the Rights are then redeemable, the Company
     may, except with respect to the redemption price or date of expiration
     of the Rights, amend the Rights in any manner, including an amendment
     to extend the time period in which the


















































     
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     Rights may be redeemed.  At any time when the Rights are not then
     redeemable, the Company may amend the Rights in any manner that does
     not materially adversely affect the interests of holders of the Rights
     as such.

               Until a Right is exercised, the holder, as such, will have
     no rights as a stockholder of the Company, including, without
     limitation, the right to vote or to receive dividends.

               As of April 4, 1997 there were 58,618,627 shares of Common
     Stock issued and outstanding.  1,500,000 shares of Preferred Stock
     have been reserved for issuance upon exercise of the Rights.

               The Rights have certain anti-takeover effects.  The Rights
     will cause substantial dilution to a person or group who attempts to
     acquire the Company on terms not approved by the Company's Board of
     Directors.  The Rights should not interfere with any merger or other
     business combination approved by the Board since they may be redeemed
     by the Company at $.01 per Right at any time until the close of
     business on the tenth day (or such later date as described above)
     after a person or group has obtained beneficial ownership of 20% or
     more of the voting stock.























































     
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     Item 7.   Financial Statements, Pro Forma Financial
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               Information and Exhibits.
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          (c)  Exhibits.

               99.1 Amended and Restated Rights Agreement dated as of April
                    8, 1997 between Greyhound Lines, Inc. and Mellon
                    Securities Trust Company, as Rights Agent.  The Rights
                    Agreement includes as Exhibit B the form of Right
                    Certificate and as Exhibit C the form of Amended and
                    Restated Certificate of Designations.  There is no
                    Exhibit A to the Amended and Restated Rights Agreement.





























































     
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                                   SIGNATURES
                                   ----------

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

                              GREYHOUND LINES, INC.


                              By:    /s/ Mark E. Southerst                 
                                   ----------------------------------------
                                   Mark E. Southerst
                                   Vice President, General Counsel 
                                   and Secretary




     April 8, 1997
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                                  EXHIBIT INDEX


     Exhibit No.         Description
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<TABLE>
<CAPTION>

        <S>     <C> 
        99.1    Amended and Restated Rights Agreement dated as of
                April 8, 1997 between Greyhound Lines, Inc. and
                Mellon Securities Trust Company, as Rights Agent. 
                The Rights Agreement includes as Exhibit B the form
                of Right Certificate and as Exhibit C the form of
                Amended and Restated Certificate of Designations. 
                There is no Exhibit A to the Amended and Restated
                Rights Agreement.



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