SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
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                                  FORM 8-A/A

               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                   PURSUANT TO SECTION 12(B) OR 12(G) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

 
                            GENESEE & WYOMING INC.
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            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


                DELAWARE                                  06-0984624
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(STATE OF INCORPORATION OR ORGANIZATION)    (I.R.S. EMPLOYER IDENTIFICATION NO.)


 71 LEWIS STREET, GREENWICH, CONNECTICUT                    06830
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                  (ZIP CODE)

IF THIS FORM RELATES TO THE                IF THIS FORM RELATES TO THE
REGISTRATION OF A CLASS OF DEBT            REGISTRATION OF A CLASS OF DEBT
SECURITIES AND IS EFFECTIVE UPON FILING    SECURITIES AND IS TO BECOME
EFFECTIVE PURSUANT TO GENERAL              SIMULTANEOUSLY WITH THE
INSTRUCTION A(C)(1) PLEASE CHECK           EFFECTIVENESS OF A CONCURRENT
THE FOLLOWING BOX.  [ ]                    REGISTRATION STATEMENT UNDER THE
                                           SECURITIES ACT OF 1933 PURSUANT TO
                                           GENERAL INSTRUCTION A(C)(2) PLEASE
                                           CHECK THE FOLLOWING BOX.    [ ]

SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

    TITLE OF EACH CLASS                   NAME OF EACH EXCHANGE ON WHICH
    TO BE SO REGISTERED                     EACH CLASS TO BE REGISTERED
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           NONE                                         NONE
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

                             CLASS A COMMON STOCK
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                               (Title of class)

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                               (Title of Class)

 
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

IN GENERAL

  The Company's authorized capital stock consists of 12,000,000 shares of
Class A Common Stock, par value $.01 per share, and 1,500,000 shares of Class
B Common Stock, par value $.01 per share. At the date hereof, 1,501,937 shares
of Class A Common Stock and 846,556 shares of Class B Common Stock were issued
and outstanding, and there were 31 holders of record of Class A Common Stock and
18 holders of record of Class B Common Stock.
 
CLASS A COMMON STOCK AND CLASS B COMMON STOCK
 
  Voting. Holders of Class A Common Stock are entitled to one vote per share.
Holders of Class B Common Stock are entitled to ten votes per share. All
actions submitted to a vote of stockholders are voted on by the holders of
Class A Common Stock and Class B Common Stock voting together as a single
class, except as otherwise required by law. Under current Delaware law, the
holders of the outstanding shares of a class are entitled to vote as a class
upon a proposed charter amendment that would change the aggregate number of
authorized shares of such class, change the par value of the shares of such
class or change the powers, preferences or special rights of the shares of
such class so as to affect them adversely. Holders of the Company's Common
Stock are not entitled to cumulate voting in the election of directors.
 
  Conversion. Class A Common Stock has no conversion rights. Each share of
Class B Common Stock is convertible into one share of Class A Common Stock (i)
at any time at the option of the holder of the Class B Common Stock and (ii)
automatically upon any transfer by the holder thereof other than (a) a
transfer to a spouse, child or grandchild of the transferor by gift or upon
the transferor's death, or (b) a transfer to an individual or entity that is,
at the time of transfer, a holder of record of Class B Common Stock or an
executive officer of the Company.
 
  Dividends. Dividends are payable on the outstanding shares of (i) only Class
A Common Stock or (ii) both Class A Common Stock and Class B Common Stock, in
each case, when, as and if declared by the Board of Directors. If the Board
determines to pay a dividend on the Class B Common Stock, each share of Class
A Common Stock will receive a dividend in an amount 10% greater than the
amount of the dividend per share paid on the Class B Common Stock. Subject to
the foregoing, dividends in the form of stock can only be paid in shares of
Class A Common Stock. Although the Company has paid dividends in the past, it
currently intends to retain all earnings to support its operations and future
growth and, therefore, does not anticipate the payment of cash dividends on
the Common Stock in the foreseeable future.
 
  Liquidation. In the event of liquidation, holders of Class A Common Stock
and Class B Common Stock will share with each other on a ratable basis as a
single class in the net assets of the Company available for distribution after
payment or provision for the liabilities of the Company.
 
  Other Terms. Neither the Class A Common Stock nor the Class B Common Stock
may be subdivided, consolidated, reclassified or otherwise changed unless
contemporaneously therewith the other class of shares is subdivided,
consolidated, reclassified or otherwise changed in the same proportion and in
the same manner. In any merger, consolidation, reorganization or other
business combination, the consideration to be received per share by holders of
either Class A Common Stock or Class B Common Stock must be identical to that
received by holders of the other class. Neither the holders of Class A Common
Stock nor the holders of Class B Common Stock are entitled to preemptive
rights, and neither the Class A Common Stock nor the Class B Common Stock is
subject to redemption.

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LIMITATIONS ON TAKEOVERS
 
  Super-Majority Voting Provision. The Company's Restated Certificate of
Incorporation requires the affirmative vote of the holders of at least two-
thirds of the combined voting power of the Class A Common Stock and Class B
Common Stock, voting together as one class, for approval of the following
actions: (i) any merger or consolidation unless the Company is the surviving
corporation in such transaction and no change of control (defined as any
person or group becoming the beneficial owner of shares of Class A Common
Stock and Class B Common Stock representing 50% or more of the votes
represented by all outstanding shares of Class A Common Stock and Class B
Common Stock) has occurred, (ii) any sale, lease or other disposition of all
or substantially all of the assets of the Company and (iii) any amendment of
the super-majority voting provision. These voting requirements could have the
effect of delaying, deferring or preventing such transactions.
 
  Classified Board of Directors. The Company's Board of Directors is divided
into three classes, with the members of each class serving for staggered
three-year terms. The classification of the directors will have the effect of
making it more difficult for stockholders to force an immediate change in the
composition of the Board of Directors. The Board of Directors believes that
the longer time required to elect a majority of a classified Board of
Directors helps to ensure the continuity and stability of the Company's
management and policies since a majority of the directors at any given time
will have had prior experience as directors of the Company.
 
  Consideration of Non-Price Issues. The Company's Restated Certificate of
Incorporation permits the Board of Directors, in considering the best
interests of the Company, to consider the effects of any action upon
employees, general agents, customers, creditors, communities, the state and
national economies and the long-term as well as short-term interests of the
Company and its stockholders, including the possibility that these interests
may be best served by the continued independence of the Company, and all other
pertinent factors.
 
  Delaware General Corporation Law Section 203. Section 203 of the Delaware
General Corporation Law provides that, subject to certain exceptions specified
therein, a corporation may not engage in any business combination (which
includes a merger or a sale of more than 10% of the corporation's assets) with
an "interested stockholder" for a three-year period following the time that
such stockholder becomes an interested stockholder unless (i) prior to such
time, the Board of Directors of the corporation approved either the business
combination or the transaction that resulted in the stockholder becoming an
interested stockholder, (ii) upon consummation of the transaction that
resulted in the stockholder becoming an interested stockholder, the interested
stockholder owned at least 85% of the voting stock of the corporation
outstanding at the time the transaction commenced (excluding certain shares),
or (iii) at or subsequent to such time, the business combination is approved
by the Board of Directors of the corporation and by the affirmative vote of at
least two-thirds of the outstanding voting stock which is not owned by the
interested stockholder. Except as specified in Section 203, an interested
stockholder is defined to include (a) any person that is the owner of 15% or
more of the outstanding voting stock of the corporation, or is an affiliate or
associate of the corporation and was the owner of 15% or more of the
outstanding voting stock of the corporation at any time within three years
immediately prior to the date of determination and (b) the affiliates and
associates of any such person. Under certain circumstances, Section 203 makes
it more difficult for an interested stockholder to effect various business
combinations with a corporation for a three-year period.
 

ITEM 2. EXHIBITS

        The following Exhibits filed as part of the Company's Registration
Statement on Form S-1, as amended (Registration No. 333-3972), are incorporated
herein by reference:

        3.2     Form of Restated Certificate of Incorporation (filed with 
                Amendment No. 1)

        3.3     By-laws

        4.1     Specimen Stock Certificate (filed with Amendment No. 2)


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                                   SIGNATURE


    Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this amended registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.


                            GENESEE & WYOMING INC.



                            By: /s/  Mark W. Hastings
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                                Mark W. Hastings
                                Senior Vice President

Dated:  June 24, 1996

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