Mail Stop 3561

      	January 9, 2006


Via U.S. Mail

James J. Unger
President and Chief Executive Officer
American Railcar Industries, Inc.
100 Clark Street
St. Charles, MO  63301

Re: 	American Railcar Industries, Inc.
	Amendment no. 1 to Registration Statement on Form S-1
	Filed January 4, 2006
	File No. 333-130284

Dear Mr. Unger,

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.  Page references are to the marked copy you provided.

Dilution, page 45
1. Reference is made to the paragraph beginning with the sentence
"An
increase (or decrease) from the assumed initial public offering
price
from the assumed initial public offering price of $17.00 per share
by
$1.00 would increase (or decrease)...," on page 46 in which you
indicate that the average price per share paid by all shareholders
would increase (or decrease) by $.93.  We are unable to determine
how
you calculated the impact on the average price per share paid by
all
shareholders in the event of a $1 per share change in the public
offering price.  In this regard, please tell us how you have
calculated this amount and provide us with your supporting
calculation(s).


Condensed Consolidated Balance Sheets, page F-33
2. Please revise the pro forma balance sheet presented as of
September 30, 2005 to also give effect to the accumulated and
unpaid
dividends on the new preferred stock of $9.3 million that will
also
be paid from the offering proceeds.
3. Also, since the redemption of the new preferred stock and
related
dividends is to be paid out of the proceeds of the offering,
rather
than from the current year`s earnings, please revise to disclose
pro
forma earnings per share for the latest fiscal year and subsequent
interim period presented giving effect to the number of shares
whose
proceeds would be required to fund the redemption.  Refer to the
guidance outlined in SAB Topic 1:B:3.  Your Summary Consolidated
Financial Data on page 11 and your Selected Financial Data on page
48
should also be revised to include disclosure of your pro forma
earnings per share for the latest fiscal year and subsequent
interim
period presented.

Other
4. In the event of a delay in the effectiveness of your
registration
statement, please update the financial statements and related
disclosures included in your Form S-1 registration statement as
required by Rule 3-12 of Regulation S-X.
5. Please include currently dated consents from your independent
accountants in any future amendments to the Form S-1 registration
statement.

* * * * *

      As appropriate, please amend the registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Jean Yu at (202) 551-3305 or Linda Cvrkel at
(202) 551-3813 if
you have questions regarding comments on the financial statements
and
related matters.  Please contact Rolaine Bancroft at (202) 551-
3313
or me at (202) 551-3454 with any other questions.

      Regards,



      Sara D. Kalin
      	Branch Chief-Legal


cc:	Philip J. Flink, Esq.
      Brown Rudnick Berlack Israels LLP
	via facsimile:  (617) 856-8201

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James J. Unger
American Railcar Industries, Inc.
January 9, 2006
Page 1