Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
ICAHN CARL C ET AL
   2. Issuer Name and Ticker or Trading Symbol
American Railcar Industries, Inc./DE [ARII] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O ICAHN ASSOCIATES CORP, 767 FIFTH AVE #4700		 3. Date of Earliest Transaction (Month/Day/Year)
01/20/2006
(Street)

NEW YORK, NY 10153		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
COMMON STOCK 01/20/2006   P   4,290,918 A $ 23.31 11,147,059 I PLEASE SEE FOOTNOTES (1) (2) (3) (4) (5)
COMMON STOCK 01/24/2006   P   23,800 A $ 21 11,170,859 I PLEASE SEE FOOTNOTES (1) (2) (3) (4) (5) (6)
NEW PREFERRED STOCK 01/24/2006   S   82,055 D $ 1,145 0 I PLEASE SEE FOOTNOTES (7) (8) (9)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
ICAHN CARL C ET AL
C/O ICAHN ASSOCIATES CORP
767 FIFTH AVE #4700
NEW YORK, NY 10153		   X   X    
Hopper Investments LLC
100 SOUTH BEDFORD ROAD
MT KISCO, NY 10549		     X    
BARBERRY CORP /NY/
100 SOUTH BEDROD RD
MT KISCO, NY 10549		     X    
MODAL LLC
100 S. BEDFORD ROAD
SUITE 210
MT. KISCO, NY 10549		     X    

Signatures

 /s/ Carl C. Icahn   01/24/2006
**Signature of Reporting Person Date
 HOPPER INVESTMENTS LLC   01/24/2006
**Signature of Reporting Person Date
 BARBERRY CORP.   01/24/2006
**Signature of Reporting Person Date
 MODAL LLC   01/24/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Carl C. Icahn is the sole member and 100% owner of Modal LLC. On January 20, 2006, The Foundation for a Greater Opportunity sold all of its common stock shares of American Railcar Industries, Inc. (the "Registrant") to Modal LLC. The aggregate purchase price for such shares was $100,000,000. Modal LLC paid the purchase price with $10,000,000 in cash and the balance in a five-year interest-only secured promissory note. As a result of this transaction, Modal LLC owns 20.2% of the common shares of the Registrant. Mr. Icahn is in a position directly and indirectly to determine the investment and voting decisions made by Modal LLC.
(2) Barberry Corp. is the sole member of Hopper Investments LLC. Barberry Corp. is 100% owned by Carl C. Icahn. Gail Golden is Carl C. Icahn's spouse. Hopper Investments LLC owns 8.6% of the common shares of the Registrant. Gail Golden owns 0.1% of the common shares of the Registrant. Carl C. Icahn owns 23.8% of the common shares of the Registrant. Mr. Icahn is in a position directly and indirectly to determine the investment and voting decisions made by all of the foregoing entities other than Gail Golden.
(3) Hopper Investments LLC beneficially owns 1,818,976 common shares of the Registrant. Modal LLC beneficially owns 4,290,918 shares of the Registrant. Gail Golden beneficially owns 23,800 common shares of the Registrant. Carl C. Icahn beneficially owns 11,170,859 common shares of the Registrant.
(4) Barberry Corp. and Mr. Icahn, by virtue of their relationships to Hopper Investments LLC, may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares which Hopper Investments LLC owns, but each of them disclaims beneficial ownership of such shares for all other purposes.
(5) Mr. Icahn, by virtue of his relationship to Modal LLC, may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act), the shares which Modal LLC owns, but he disclaims beneficial ownership of such shares for all other purposes.
(6) Mr. Icahn, by virtue of his relationship to Gail Golden, may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares which Gail Golden owns, but he disclaims beneficial ownership of such shares for all other purposes.
(7) Starfire Holding Corporation owns Icahn Associates Corp. Icahn Associates Corp. owns 72% of the common shares of Vegas Financial Corp. Starfire Holding Corporation owns Buffalo Investor Corp. Buffalo Investor Corp. owns 99.34% of Highcrest Investors Corp. Highcrest Investors Corp. owns 28% of the common shares of Vegas Financial Corp. Starfire Holding Corporation is 100% owned by Carl C. Icahn. As such, Mr. Icahn is in a position directly and indirectly to deter- mine the investment and voting decisions made by all of the foregoing entities.
(8) On January 24, 2006, the Registrant redeemed all of its outstanding shares of new preferred shares owned by Vegas Financial Corp. As a result, Vegas Financial Corp. no longer owns any securities of the Registrant.
(9) Mr. Icahn, by virtue of his relationship to Vegas Financial Corp., may be deemed to have beneficially owned (as that term is defined in Rule 13d-3 under the Act), the new preferred shares of the Registrant which Vegas Financial Corp. redeemed, but he disclaims beneficial ownership of such new preferred shares for all other purposes.

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