<PAGE>

                                                                     Exhibit 3.3

                       CERTIFICATE OF OWNERSHIP AND MERGER
                                     MERGING

            AMERICAN RAILCAR INDUSTRIES, INC., A MISSOURI CORPORATION
                                      INTO

            AMERICAN RAILCAR INDUSTRIES, INC., A DELAWARE CORPORATION

      American Railcar Industries, Inc., a corporation organized and existing
under the laws of the State of Missouri ("Parent")

DOES HEREBY CERTIFY:

FIRST: That Parent was organized pursuant to the provisions of the General
Business and Corporation Law of the State of Missouri, on the 23rd day of May,
1988.

SECOND: That Parent owns 100% of the outstanding shares of the capital stock of
American Railcar Industries, Inc. (the "Subsidiary"), a corporation organized
pursuant to the provisions of the General Corporation Law of the State of
Delaware on the 16th day of November, 2005.

THIRD: That the Board of Directors of Parent at a meeting held on the 12th day
of January 2006, determined to merge the corporation into said Subsidiary and
did adopt the following resolutions:

RESOLVED: That the Board of Directors of this Corporation recommend to the
Stockholders of this Corporation that the Stockholders approve a plan to merge
this Corporation with and into the Subsidiary ("Merger") so that the separate
corporate existence of this Corporation shall cease as soon as the Merger shall
become effective, and thereupon this Corporation and the Subsidiary will become
a single corporation, which shall continue to exist under and be governed by the
laws of the State of Delaware.

FURTHER RESOLVED, that the terms and conditions of the merger are as follows:
(i) the Certificate of Incorporation of the Surviving Corporation shall be the
Certificate of Incorporation of the Subsidiary; (ii) each share of this
Corporation's Common Stock, $.01 par value, issued and outstanding shall be
converted into and be deemed to become 9,328.083 shares of the Subsidiary's
Common Stock, $.01 par value, provided that any fractional shares to be issued
to each stockholder of this Corporation pursuant to such conversion shall be
rounded to the nearest whole number of shares; (iii) each share of this
Corporation's New Preferred Stock, $.01 par value, issued and outstanding shall
be converted into and be deemed to become one share of the Subsidiary's New
Preferred Stock, $.01 par value; (iv) all of the shares of Subsidiary's Common
Stock held by this

<PAGE>

                                                                     Exhibit 3.3

Corporation shall be surrendered and canceled; and (v) the holders of shares of
Common Stock and New Preferred Stock of this Corporation shall have no further
claims of any kind or nature.

FURTHER RESOLVED, that the foregoing resolutions to merge be submitted to the
stockholders of this Corporation for approval, and in the event that the holders
of at least two thirds of the stock of this Corporation vote in favor of the
resolution, in accordance with Missouri General and Business Corporation Law,
that the merger shall be deemed approved.

FOURTH: That this merger has been approved by the holders of all of the
outstanding shares of stock of Parent by written consent in lieu of a meeting.

                           [signature page to follow]

<PAGE>

                                                                     Exhibit 3.3

IN WITNESS WHEREOF, said Parent has caused this Certificate to be signed by an
authorized officer this 20th day of January 2006.

By: /s/ James J. Unger
    --------------------------
Authorized Officer
Name: James J. Unger
Title: President and Chief Executive Officer