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                                                                   EXHIBIT 10.26

                         [THE GREENBRIER COMPANIES LOGO]

                            CODE OF BUSINESS CONDUCT

      The Greenbrier Companies intend to observe the highest ethical standards
in all their business dealings. Ethical conduct is the basis of our
relationships with customers, suppliers, regulators and governmental agencies,
and with one another. A sound ethical foundation helps to build a work
environment which fosters self-respect, loyalty and dedication, and is free from
discrimination.

      Each Greenbrier officer, director, employee and consultant is expected to
assist the Companies in achieving a high ethical standard. We will endeavor to
play an important citizenship role in the communities in which we operate.

      Greenbrier will conduct its relations with customers, suppliers,
employees, stockholders and the press with honesty and integrity. In dealings
with the public, we will be responsive and responsible, and open and timely in
our communications.

      We prosper when we serve our customers well. Each organization and
individual we do business with is entitled to expect a quality performance.
Products and services offered by The Greenbrier Companies will be of the highest
quality and as represented. Advertising and promotion will be truthful, not
exaggerated or misleading.

      Greenbrier will honor its agreements. No bribes, bonuses, kickbacks,
lavish entertainment, or gifts will be given or received in exchange for special
position, price or privilege.

      Employees will maintain the confidentiality of sensitive or proprietary
information and will not use such information for their personal benefit.
Property of the Companies will be respected.

      Laws and regulations affecting the Companies will be obeyed. Illegal
behavior will not be condoned or tolerated. Compliance with the law means not
only observing laws, but conducting our business so that we will deserve and
receive recognition as a law-abiding organization. We strive to avoid even the
appearance of impropriety or unethical behavior.

      None of us should assume that Greenbrier's interest ever requires conduct
which is not in compliance with the law. No one in Greenbrier has authority to
give any order or direction that would result in a violation of this Code.



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HONESTY IN DEALINGS WITH CUSTOMERS, SUPPLIERS AND EACH OTHER

      The cornerstone of Greenbrier's business conduct is honesty in all our
dealings--honesty with our customers and suppliers, honesty with competitors and
government agencies and honesty with each other within The Greenbrier Companies.

      MARKETING. Greenbrier products and services will be marketed on their
merits. Use of deceptive or misleading statements, or attempts to induce
individuals to place their personal interests above those of the organizations
which they represent, is a violation of our policy.

      We will not promise more than we believe we can deliver. We will always
seek the best result for our customer. In discussing our competition, we will
emphasize our own strengths and will not disparage the business of competitors.

      ACCURATE RECORDS. Greenbrier and its subsidiaries are required to keep
accurate books, records and accounts to fairly reflect the Companies'
transactions and to maintain an effective system of internal accounting
controls. Each employee is responsible to ensure that the Company's books and
records are complete, accurate and supported by appropriate documents in
auditable form. No false or misleading entries and no undisclosed or unrecorded
funds or assets will be permitted for any reason. No payment will be made for
purposes other than those described in the documents supporting the payment.
Company funds may not be deposited in any personal or non-corporate account.
Expense account and reimbursement records, invoices and (where applicable) time
cards and records should be accurate and timely and honestly reflect actual
transactions.

AVOIDING CONFLICTS OF INTEREST

      The term "conflict of interest" describes any circumstance that casts
doubt on one's ability to act with objectivity in Greenbrier's interests. In
identifying conflicts of interest perceptions can be as important as facts.
Potential conflicts of interest which can result in a negative perception of our
representative or Greenbrier should be avoided whenever possible.

      Remember, a conflict of interest can arise unexpectedly or accidentally,
without any action or improper motive on your part. Each situation is different,
and in evaluating yours, you will need to use good judgment. Under no
circumstances should you advance your own interests or activities outside the
Company at the expense of Greenbrier's interest.

      Conflicts of interest arise in many circumstances. The principles set
forth in this Code are intended to aid us all in using good judgment when such
circumstances arise. However, some situations are not black and white and may
well involve legitimate business activity. In such cases, the following policies
reflect Greenbrier's attempt to balance competing interests and establish
objective standards of behavior to assist in recognizing and avoiding conflicts
of interest:


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      -  Neither we nor any members of our families should have a material
         financial interest in a supplier, competitor, customer, distributor or
         any other organization which transacts business with Greenbrier unless
         the interest is disclosed to the Greenbrier Board of Directors. In
         addition, any financial interest would be improper if the combination
         of one's job responsibility, the magnitude of one's investment, and the
         particular business in which one has invested is such that it is likely
         to be perceived by other people (rightly or wrongly) as influencing
         one's actions as an employee of Greenbrier. Minority investments in
         publicly held companies are not precluded by this policy.

      -  Unless an exception is established by Greenbrier, we should not
         represent a supplier to any Greenbrier company, be part of a supplier's
         operating management, or be a supplier to a Greenbrier company in one's
         own right.

      -  Because they arise so frequently, gifts, business courtesies and
         entertainment are treated separately in this Code. These areas are
         among the most common potential conflicts of interest which many of us
         encounter in our work.

      Any conflict of interest should be reported to your supervisor.

GIFTS, BUSINESS COURTESIES AND ENTERTAINING

      Gifts between employees of different businesses range from widely
distributed advertising novelties (which may be given and received), to bribes
(which, of course, may not be given or received). Greenbrier representatives may
pay for and accept customary business amenities such as meals, provided the
expenses involved are kept at a reasonable level. In countries where local
custom calls for giving gifts on special occasions to customers and others,
gifts that are lawful, appropriate in nature and nominal in value may be given
or exchanged.

      In the case of gifts, services and entertainment, there is a point of
unacceptability. It is often difficult to determine where that point is. One way
to approach this question is to recognize that the purpose of both gifts and
entertainment in business is to create goodwill. It is inappropriate if the
purpose of giving gifts or providing entertainment is to unduly influence the
recipient or to secure preferential treatment. Another approach is to consider
whether the public disclosure would be embarrassing to you or to Greenbrier.

      We should not give money or any gift to an executive, official or employee
of any supplier, customer, government agency or other organization if it could
be construed as improperly influencing the business relationship with
Greenbrier. When dealing with government officials and employees, what is
acceptable in the business world may not be permitted. In fact, such dealings
may be unlawful. Greenbrier representatives should not make or offer any gift,
loan, favor or service which could be viewed as an attempt to influence or bias
the independent judgment of any government employee or official.


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      Greenbrier employees may not accept money, non-customary gifts, or
services of value, from any supplier as a result of the supplier's business
interests with our Companies. If we are offered money or a substantial gift, or
if one arrives at our home or office, a supervisor should be informed.
Appropriate arrangements will be made to return or dispose of the gift. We may
accept a gift from a customer if it is of nominal value and is of a kind
customarily offered to others having a similar relationship with the customer.

      Promotional premiums and discounts (including frequent flyer awards)
offered by transportation companies, hotels, auto rental agencies and
restaurants may be accepted when they are offered to travelers generally, unless
Greenbrier has specified to the contrary. However, employees should not make
travel arrangements which result in higher costs to Greenbrier than other
available arrangements in order to receive travel awards. Since the nature of
these offerings changes regularly, it is wise to consult with your supervisor if
you have doubts.

GREENBRIER PROPERTY, FACILITIES AND CONFIDENTIAL INFORMATION

      Greenbrier has a wide variety of assets. These assets range from physical
assets, such as tools and equipment, to intangible properties like trade
secrets, designs and inventions. Our time during work hours is also a valuable
Company asset. Greenbrier needs all of these properties to conduct its business
for the benefit of its stockholders and employees. Protecting these assets
against loss, theft, and misuse is essential.

      Every Greenbrier employee is responsible for protecting property entrusted
to him or her and for helping to protect the Companies' assets in general.
Greenbrier assets, equipment and supplies must be used only for conducting
Company business or for other purposes authorized by management and should not
be used for personal gain or other unauthorized purposes.

      Information systems, electronic and other communications facilities and
databases are used extensively in Greenbrier's business. These facilities must
be used only for authorized Company purposes. Each computer software
installation must be accomplished with legally obtained software and comply
fully with applicable licensing agreements. Appropriate documentation supporting
the legality of each software installation should be maintained.

      CONFIDENTIAL INFORMATION. Greenbrier's confidential and proprietary
information includes (among other items) business, financial and marketing
plans, personnel information, inventions and research. Confidential information
must be used only by authorized persons and only in accordance with Greenbrier
policies and procedures.

      Inadvertent disclosure, even by loyal employees, can harm the Companies'
business. We should not discuss with anyone outside the Companies information
about products, prices, earnings, business volumes or capital requirements which
has not previously been made public by Greenbrier. Discussions with people
outside the Companies about confidential performance data, potential
acquisitions, plans, dispositions and marketing strategies, as well as other
confidential information, should be conducted only by authorized officers and
employees and should be limited to business transactions requiring disclosure of
such information.


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      Questions from outsiders as to confidential subjects should be referred to
the appropriate person in The Greenbrier Companies. Questions from securities
analysts or investors, for example, should be referred to Greenbrier's investor
relations staff. Direct news media inquiries should be referred to the
communications director, unless the employee has been authorized by Greenbrier
to comment about the Companies or their business.

      Use of non-public Company information that could affect Greenbrier's stock
price is strictly prohibited both by the Company and by federal and state law.
We must all take care to handle such information responsibly. Naturally,
"insider trading" of Greenbrier stock is prohibited. Similarly prohibited is
trading in the stock of any other company such as a potential acquisition target
or any other company about which we obtain material non-public information
through Greenbrier. Greenbrier has adopted a specific policy dealing with
insider information and securities trading. Questions concerning these matters
should be addressed to your supervisor or our investor relations staff.

INTERNATIONAL TRANSACTIONS

      Even though the laws and business practices of foreign nations may differ
from those in effect in the United States, the applicability of both foreign and
U.S. laws to the Companies' operations will be strictly observed.

      As Greenbrier expands its international presence, it is essential that we
pay particular attention to rules applicable to international activities of
American companies. The United States Foreign Corrupt Practices Act ("FCPA")
governs activities of American companies dealing abroad. In general, the FCPA
prohibits offering anything of value to foreign officials for the purpose of
improperly influencing an official decision. It also prohibits unlawful
political contributions to obtain or retain business. And FCPA prohibits the use
of false records or accounts in the conduct of foreign business. It is important
to remember that FCPA prohibits such activities even though they may be employed
by our competitors or be commonplace in the countries in which we have dealings.
Violation of the FCPA can result in criminal prosecution and in civil suits and
penalties. In some cases, individuals may be barred from serving as an officer
or director of a public company. Greenbrier officers and employees engaged in
international business must be aware of the FCPA and help to ensure compliance
in all Greenbrier activities.

      Officers and employees who have questions concerning the legality of
international activities should contact the office of our General Counsel.

COMMUNITY SERVICE AND POLITICAL ACTIVITY

      PARTICIPATION IS ENCOURAGED. Greenbrier encourages its employees to be
active participants in the community. Employees of Greenbrier participate in a
wide variety of civic, charitable and political activities. However, these
activities should be kept separate from our work.


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      PUBLIC AND GOVERNMENTAL RELATIONS. Greenbrier employs governmental
relations and public policy personnel who are assigned the responsibility of
fulfilling the Companies' corporate public affairs responsibility, communicating
with public bodies and officials concerning the Companies' position on public
policy questions, and maintaining the goodwill and understanding of public
officials. Communications of Greenbrier's position to public officials or bodies
by Greenbrier personnel must be coordinated with our designated governmental
relations and public policy personnel.

      POLITICAL CONTRIBUTIONS. Corporate contributions, direct or indirect, and
of whatever amount or type, to any political candidate or party, or to any other
organization that might use the contributions for a political candidate or party
are illegal for all federal elections and for state and local elections in some
states. No permissible corporate contributions may be made for political
purposes without review by an authorized officer of Greenbrier. The Companies
will not reimburse employees for any personal contributions made in support of a
political party, candidate or committee, nor will it compensate employees for
time devoted to political activity.

      The prohibition on corporate political contributions applies to both
direct and indirect support of candidates or political parties. For example,
Greenbrier is normally prohibited from purchasing tickets for special dinners or
other fund raising events, loaning employees to political parties or committees,
or furnishing transportation or duplicating facilities or services. Any Company
political activity must be strictly limited, with the prior approval of the
C.E.O., to matters which are clearly lawful and closely related to the interests
of the Company, its employees and stockholders.

      The Company may periodically solicit contributions to political action
committees, or recommend support of particular candidates. However, employees
are not required to make personal political contributions on the Company's
behalf or to engage in political activities inconsistent with personal
inclinations as a condition of employment or advancement.

      POLITICAL BELIEFS AND ACTIVITIES. Each employee's political beliefs and
activities are a matter of personal conscience, provided they are conducted in
such a way as not to bring discredit to The Greenbrier Companies. Employees
should conduct themselves so as to make clear that any political views they may
express are their own and not those of Greenbrier.

      Greenbrier may from time to time provide factual information to its
employees and stockholders concerning the impact on the Company of specific
issues, legislation, and other governmental, political and public matters.

      HOLDING PUBLIC OFFICE.  Employees may hold public office if the
effective performance of the employee in his or her job with Greenbrier is
not affected.  A leave-of-absence to hold public office may be granted if
approved by the C.E.O.


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ANTITRUST LAWS AND POLICIES

      Greenbrier operates in a highly competitive environment. We intend to
compete aggressively and fairly. Greenbrier will adhere to both the letter and
the spirit of the United States antitrust laws. As Greenbrier expands its
activities internationally, we must be sure that we also comply with laws
governing competition in our host countries.

      In contacts with our competitors, we do not discuss pricing policy or
other matters which might violate the antitrust laws. Discretion should be used
in discussing matters such as contract terms and conditions, costs, inventories,
market surveys or studies or production schedules. These matters are typically
confidential to the Company. Disclosure may also conflict with antitrust laws.
Collaboration or discussion with competitors on these subjects can be illegal.

      Whenever practical, vendors and contractors should be selected on the
basis of competitive bidding.

DISCRIMINATION AND HARASSMENT

      Greenbrier is firmly committed to the principles of equality of
opportunity as it relates to employment and human resources. Greenbrier will
offer employment, training, compensation and advancement on the basis of
qualification and merit, regardless of race, religion, sex, national origin, age
or veteran status. Greenbrier will extend the same considerations to qualified
disabled persons, consistent with the individual's abilities to perform job
duties safely and efficiently.

      Business relationships with competitors, suppliers and customers of
Greenbrier must be conducted in such a manner as to avoid discrimination based
on race, religion, sex, sexual orientation, national origin, age, veteran status
or disability. Harassment of any nature (i.e., harassment in regard to race,
color, religion, national origin, disability, sexual orientation, or sex) is
specifically prohibited by a separate policy on harassment.

      Adherence to this policy of non-discrimination is the responsibility of
all Greenbrier Companies and employees and may require special affirmative
action by all levels of executive, managerial and supervisory personnel.

SAFETY AND THE ENVIRONMENT

      Safe operation of all Greenbrier activities is a must. We all have a
responsibility to ensure that operations of The Greenbrier Companies are
conducted safely. Employees are expected to observe established safety rules and
practices and to follow instructions regarding safe and efficient performance of
their work. Employees are encouraged to bring to the attention of supervisors or
management any unsafe work practice, activity or condition.

      Greenbrier is committed to operating its facilities in an environmentally
sensitive and responsible manner. Detailed policies dealing with environmental
practices have been adopted and will be continuously followed and enforced.



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SUBSTANCE ABUSE

      Greenbrier's policy on substance abuse has been established to help
maintain a safe and productive work environment.

      Use of alcoholic beverages during business hours, including lunches and
break periods is discouraged. Possession or use of alcoholic beverages on
Greenbrier premises, except for authorized functions, is prohibited. Possession,
use, purchase, or sale of illegal drugs in a Greenbrier facility is strictly
prohibited.

      Reporting for work, or performing one's job assignments, under the
influence of alcohol or illegal substances is cause for immediate disciplinary
action.

      Greenbrier will take reasonable steps to minimize intrusion into personal
privacy in enforcing this policy. While opportunities for treatment and
education will be important aspects of our substance abuse program, employees
who violate this policy will be subject to appropriate disciplinary action,
which may include termination of employment.

ADMINISTRATION, COMPLIANCE AND REPORTING

      ADMINISTRATION. This Code of Conduct has been adopted by the Board of
Directors of The Greenbrier Companies, Inc. and applies to Greenbrier and all of
its subsidiaries. All officers and supervisory employees of the Companies are
charged with regular administration and enforcement of the policies and
practices set forth in this Code. Final authority for administration of this
Code rests with the Chief Executive Officer of The Greenbrier Companies and the
Board of Directors.

      REPORTING. Greenbrier has established a reporting system which allows
officers, employees and other agents of the Companies to report violations of
any of the policies set forth in this Code, or of other Greenbrier policies.
Upon observing or learning of any such violation, employees may report the same
to their supervisors or by writing a letter, describing the suspected violation
with as much detail as possible and directing the letter to the President of the
Parent Company. Employees may, but are not required to, sign such letters.
Anonymous letters will be investigated and acted upon in the same manner as
those bearing a signature. All letters should be in as much detail as possible
to permit Greenbrier to conduct an appropriate investigation.

      Letters and other reports of suspected violations will be kept in
confidence and acted upon only by designated objective Greenbrier personnel
unless disclosure is required or deemed advisable in connection with any
governmental investigation or report, in the interest of The Greenbrier
Companies, or in the Companies' legal handling of the matter. Greenbrier will
not condone any form of retribution upon any employee who uses the reporting
system in good faith to report suspected wrongdoers, unless the individual
reporting is one of the violators. The Companies will not tolerate any
harassment or intimidation of any employee using the reporting system.



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      COMPLIANCE. It is a condition of employment that each employee accept the
responsibility for understanding and complying with the policies set forth in
this Code. Greenbrier will require each employee of the Companies to comply with
the policies set forth in this Code. Greenbrier reserves the right to request
any employee to complete and submit a statement in a form designated by
Greenbrier pertaining to such employee's compliance at any time or as frequently
as Greenbrier may deem advisable.

      Any employee who violates any of the policies set forth in this Code is
subject to disciplinary action including but not limited to suspension or
termination of employment and such other action, including legal action, as
Greenbrier believes to be appropriate under the circumstances.



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