Sec Form 4 Filing - COGAN MARSHALL S @ GREYSTONE LOGISTICS, INC. - 2004-08-01

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 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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1. Name and Address of Reporting Person COGAN MARSHALL S 2. Issuer Name and Ticker or Trading Symbol GREYSTONE LOGISTICS, INC. [ GLGI] 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) 1613 EAST 15TH STREET 3. Date of Earliest Transaction (MM/DD/YY) 08/01/2004 (Street) TULSA, OK74120 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 11/30/2004 P 1,428,571 A $ 0.35 1,428,571 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Warrants (right to buy) $ 0.5 08/01/2004 A 1,250,000 ( 1 ) 09/30/2013 Common Stock 1,250,000 $ 0 1,250,000 D Warrants (right to buy) ( 2 ) 11/30/2004 P 192,273 11/30/2004 11/30/2009( 3 ) Common Stock 192,273 ( 4 ) 192,273 D Series 2003 Cumulative Convertible Senior Preferred Stock $ 1.5 03/04/2005 P 50,000 03/04/2005 ( 5 ) Common Stock 3,333,333 $ 100 50,000 ( 6 ) I By GLOG Investment LLC Warrants (right to buy) $ 0.5 03/08/2005 J( 7 ) 500,000 03/08/2005 03/08/2010 Common Stock 500,000 ( 7 ) 500,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other COGAN MARSHALL S 1613 EAST 15TH STREET TULSA, OK74120 X X Signatures Marshall S. Cogan 08/10/2005 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The warrants vest and become immediately exercisable in four annual installments as follows: 25% on August 1, 2004, and 25% per year on September 30, 2005, 2006 and 2007. ( 2 )The exercise prices of the warrants are as follows: 75,472 warrants at $0.6625; 62,893 warrants at $0.7950; and 53,908 warrants at $0.9275. ( 3 )The warrants expire on the earlier to occur of (i) November 30, 2009, or (ii) 180 days after any consecutive 30-day period during which the closing bid price of the Issuer's shares exceeds the exercise price for any of the warrants. ( 4 )The warrants were acquired through a private offering by the Issuer of up to 9,428,571 shares of its common stock together with warrants to purchase up to 1,269,002 shares of common stock at a purchase price of $0.35 per share. No separate consideration was allocated to the warrants. ( 5 )Not applicable. ( 6 )The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purpose. ( 7 )Warrants received in consideration of the Reporting Person's Limited Guaranty of a $2,500,000 Term Loan to the Issuer.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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