SEC FORM 4

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

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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^*

VAN ONSELEN MARINUS

(Last)

(First)

(Middle)

C/O RAILAMERICA, INC.

5300 BROKEN SOUND BLVD., NW

(Street)

BOCA RATON

33487

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
RAILAMERICA INC /DE [ RRA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO - Freight Australia

3. Date of Earliest Transaction (Month/Day/Year)
06/19/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/19/2003		A		7,000	A	⁽¹⁾	7,500	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 (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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1998 Executive Incentive Compensation Plan (Right to Buy)	$8.48	06/19/2003	06/19/2003	A		7,000		06/19/2003⁽²⁾	06/19/2013	Common Stock	7,000	$8.48	7,000	D
1998 Executive Incentive Compensation Plan (Right to Buy)	$10.2							06/20/2002⁽³⁾	06/20/2012	Common Stock	100,000		100,000	D
1998 Executive Incentive Compensation Plan (Right to Buy)	$12.01							06/22/2001	06/22/2011	Common Stock	30,000		30,000	D
1998 Executive Incentive Compensation Plan (Right to Buy)	$6.5							08/30/2000	08/30/2010	Common Stock	15,000		15,000	D
1998 Executive Incentive Compensation Plan (Right to Buy)	$9.75							10/14/1999	10/14/2009	Common Stock	25,000		25,000	D

Explanation of Responses:

1. This transaction was a grant of restricted stock for no consideration; therefore, the price column will remain blank.

2. Thirty three and one-third (33 1/3%) percent of such options became exercisable on June 19, 2003 and an additional thirty three and one-third (33 1/3%) percent will become exercisable on each of June 19, 2004 and June 19, 2005.

3. Thirty three and one-third (33 1/3%) percent of such options became exercisable on each of June 20, 2002 and June 20, 2003 and an additional thirty three and one-third (33 1/3%) percent will become exercisable on June 20, 2004.

Remarks:

	/s/ Marinus van Onselen	08/28/2003
	** 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).
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