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
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

ICAHN CARL C 		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., SUITE 4700 		3. Date of Earliest Transaction (MM/DD/YYYY)

11/16/2007
(Street)

NEW YORK, NY 10153
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   11/16/2007     P    70000   A $15.81   11405475   I   please see footnotes   (1) (2) (3) (4)
COMMON STOCK   11/19/2007     P    70000   A $15.09   11475475   I   please see footnotes   (1) (2) (3) (4)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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

Explanation of Responses:
( 1)  Carl C. Icahn is the sole member and 100% owner of Modal LLC. Modal LLC beneficially owns 4,290,918 shares of the common stock of American Railcar Industries, Inc. (the "Company"). Barberry Corp. is the sole member of Hopper Investments LLC. Barberry Corp. is 100% owned by Carl C. Icahn. Hopper Investments LLC beneficially owns 2,123,592 shares of the common stock of the Company. Carl C. Icahn directly owns 5,037,165 shares of the common stock of the Company. Gail Golden is Carl C. Icahn's wife. Gail Golden owns 23,800 shares of the common stock of the Company. Carl C. Icahn beneficially owns 11,475,475 shares of the common stock of the Company, including Gail Golden's shares. Carl C. Icahn is in a position directly and indirectly to determine the investment and voting decisions of all of the foregoing entities, except Gail Golden.
( 2)  Barberry Corp. and Carl C. Icahn, by virtue of their relationship 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 disclaim beneficial ownership of such shares for all other purposes.
( 3)  Carl C. 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.
( 4)  Carl C. 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
ICAHN CARL C
C/O ICAHN ASSOCIATES CORP.
767 FIFTH AVE., SUITE 4700
NEW YORK, NY 10153 		X X

Hopper Investments LLC
445 HAMILTON AVENUE
SUITE 1210
WHITE PLAINS, NY 10601
X

BARBERRY CORP.
445 HAMILTON AVENUE
SUITE 1210
WHITE PLAINS, NY 10601
X

MODAL LLC
445 HAMILTON AVENUE
SUITE 1210
WHITE PLAINS, NY 10601
X


Signatures
CARL C. ICAHN 11/19/2007
** Signature of Reporting Person Date

HOPPER INVESTMENTS LLC 11/19/2007
** Signature of Reporting Person Date

BARBERRY CORP. 11/19/2007
** Signature of Reporting Person Date

MODAL LLC 11/19/2007
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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