SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* ICAHN CARL C (Last) (First) (Middle) C/O ICAHN ASSOCIATES CORP 767 FIFTH AVE, SUITE 4700 (Street) NEW YORK NY 10153 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol American Railcar Industries, Inc. [ ARII ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 08/18/2011
	4. If Amendment, Date of 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

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	08/18/2011		P		23,216	A	$15.72	11,593,748	I	please see all footnotes(1)(2)(3)(4)(5)
Common stock	08/19/2011		P		31,360	A	$14.96	11,625,108	I	please see all footnotes(1)(2)(3)(4)(5)

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 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: 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

1. Name and Address of Reporting Person* ICAHN CARL C (Last) (First) (Middle) C/O ICAHN ASSOCIATES CORP 767 FIFTH AVE, SUITE 4700 (Street) NEW YORK NY 10153 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ICAHN ENTERPRISES HOLDINGS L.P. (Last) (First) (Middle) 445 HAMILTON AVENUE SUITE 1210 (Street) WHITE PLAINS NY 10601 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* IEH ARI HOLDINGS LLC (Last) (First) (Middle) 445 HAMILTON AVENUE SUITE 1210 (Street) WHITE PLAINS NY 10601 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ICAHN ENTERPRISES G.P. INC. (Last) (First) (Middle) 445 HAMILTON AVENUE SUITE 1210 (Street) WHITE PLAINS NY 10601 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BECKTON CORP (Last) (First) (Middle) 445 HAMILTON AVENUE SUITE 1210 (Street) WHITE PLAINS NY 10601 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings") beneficially owns 60,963 Shares. IEH ARI Holdings LLC ("ARI Holdings") benefinically owns 11,564,145 Shares. Icahn Enterprises Holdings is the sole member of ARI Holdings. Icahn Entperprises G.P. Inc. ("Icahn Enterprises GP") is the general partner of Icahn Enterprises Holdings. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises GP. Carl C. Icahn beneficially owns 100% of Beckton.

2. In addition, Mr. Icahn is the indirect hold of approximately 92.6% of the outstanding depositary unites representing limited partnership interests in Icahn Enterprises L.P. ("Icahn Enterprises"). Icahn enterprises GP is the general partner of Icahn Entperprises, which is the sole limited partner of Icahn Enterprises Holdings.

3. Pursuant to Rule 16a-1(a)(2) under the Exchange Act, each of Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn (by virtue of their relationships to ARI Holdings) may be deemed to indirectly beneficially own the Shares which ARI Holdings owns. Each of Icahn Enterprises Holdings, Icahn Entperprises GP, Beckton and Mr. Icahn diclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

4. Pursuant to Rule 16a-1(a)(2) under the Exchange Act, each of Icahn Enterprises GP, Beckton and Mr. Icahn (by virtue of their relationships to Icahn Enterprises Holdings) may be deemed to indirectly beneficially own the Shares which Icahn Enterprises Holdings own. Each of Icahn Enterprises GP, Beckton and Mr. Icahn dislaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

5. Does not include 23,800 Shares owned by Gail Golden, the spouse of Mr. Icahn. Pursuant to Ruse 16a-1(a)(2) under the Exchange Act, Mr. Icahn (by virture of his relationship to Ms. Golden) may be deemed to beneficially own such Shares. Mr. Icahn disclaims beneficial owndership of such Shares for all purposes.

	CARL C ICAHN	08/22/2011
	ICAHN ENTERPRISES HOLDINGS LP	08/22/2011
	IEH ARI HOLDINGS LLC	08/22/2011
	ICAHN ENTERPRISES G.P. INC.	08/22/2011
	BECKTON CORP.	08/22/2011
	** Signature of Reporting Person	Date
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