8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 12, 2004

GENESEE & WYOMING INC.

(Exact name of registrant as specified in its charter)

DELAWARE
(State or other jurisdiction of incorporation)

001-31456 (Commission File Number)	06-0984624 (I.R.S. Employer Identification No.)
66 FIELD POINT ROAD, GREENWICH, CONNECTICUT (Address of principal executive offices)	06830 (Zip Code)

(203) 629-3722
(Registrant’s telephone number, including area code)

(NOT APPLICABLE)
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Item 8.01.	Other Events
Item 9.01.	Financial Statements and Exhibits
SIGNATURES
EX-99: PRESS RELEASE

Item 8.01. Other Events.

The following Press Release, filed as Exhibit 99, and the information set forth therein is filed under this Item 8.01 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

Exhibit 99- The press release issued by Genesee & Wyoming Inc. on December 2, 2004 and the information set forth therein is incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	GENESEE & WYOMING INC.
December 2, 2004	By:	/s/ Adam B. Frankel
		Adam B. Frankel
		Secretary

EX-99

Exhibit 99

Genesee & Wyoming Inc. Announces Variable Prepaid Forward Transaction

Greenwich, Conn., December 2, 2004 — Genesee & Wyoming Inc. (GWI) (NYSE: GWR) announced today that Mortimer B. Fuller III, its Chairman and Chief Executive Officer, has entered into a Variable Prepaid Forward (VPF) transaction with Credit Suisse First Boston for 225,000 shares of the company’s stock. The VPF transaction is essentially a tax deferred forward sale of GWI shares with the retention of a portion of the future upside interest by Mr. Fuller if GWI’s stock price increases over the next three years.

Mr. Fuller chose a VPF transaction in order to demonstrate his continued confidence in the company. In addition, Mr. Fuller intends to use most of the net proceeds of the VPF transaction to exercise a third party option to acquire 595,605 shares of GWI Class B Common Stock.

The total number of shares Mr. Fuller covered by this transaction is 225,000. This amount represents approximately 11 percent of the total number of shares of the company’s stock beneficially owned by Mr. Fuller.

The transaction is being handled by Credit Suisse First Boston and a Form 144 is being filed with the SEC in compliance with Rule 144.

GWI is a leading operator of short line and regional freight railroads in the United States, Canada, Mexico, Australia and Bolivia. The Company operates over 8,100 miles of owned and leased track and more than 3,000 additional miles under track access arrangements.

Source: Genesee & Wyoming Inc.
Contact: Adam B. Frankel, Senior Vice President, General Counsel and Secretary 203-629-3722

Web site: www.gwrr.com