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)         APRIL 5, 2002
                                                 -------------------------------


                             GENESEE & WYOMING INC.
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               (Exact name of registrant as specified in charter)


        DELAWARE                       0-20847                 06-0984624
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(State or other jurisdiction           (Commission            (IRS Employer
of incorporation)                      File Number)          Identification No.)


66 FIELD POINT ROAD, GREENWICH, CONNECTICUT                           06830
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(Address of principal executive offices)                            (Zip Code)


Registrant's telephone number, including area code         203-629-3722
                                                   -----------------------------


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          (Former name or former address, if changed since last report)





ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

        On April 5, 2002, the Registrant's Board of Directors determined not to
renew the engagement of Arthur Andersen LLP and selected PricewaterhouseCoopers
LLP as the Registrant's independent auditors for the fiscal year ending December
31, 2002.

        This determination followed the Registrant's decision to seek proposals
from independent accountants to audit the Registrant's financial statements for
the fiscal year ending December 31, 2002. The decision not to renew the
engagement of Arthur Andersen LLP and to retain PricewaterhouseCoopers LLP was
approved by the Registrant's Board of Directors upon the recommendation of its
Audit Committee. The decision was based on proposals from large accounting firms
and reflected the Audit Committee's judgment as to which firm was best suited to
deliver external audits to the Registrant in light of relevant factors such as
the firm's depth of experience, breadth of resources, commitment to provide
exceptional service, ability to handle transition issues and location of key
personnel.

        During the Registrant's two most recent fiscal years ended December 31,
2001, and any subsequent interim period preceding the Registrant's determination
not to renew the engagement of Arthur Andersen LLP, there were no disagreements
between the Registrant and Arthur Andersen LLP on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreement(s), if not resolved to Arthur Andersen LLP's
satisfaction, would have caused it to make reference to the subject matter of
the disagreement(s) in connection with its reports.

        None of the reportable events described under Item 304(a)(1)(v) of
Regulation S-K occurred within the Registrant's two most recent fiscal years and
any subsequent interim period preceding the Registrant's determination not to
renew the engagement of Arthur Andersen LLP.

        The audit reports of Arthur Andersen LLP on the financial statements of
the Registrant as of and for the fiscal years ended December 31, 2000 and
December 31, 2001 make reference to other auditors that audited the financial
statements of Australian Railroad Group Pty Ltd., a significant investee of the
Registrant. Except as set forth in the previous sentence, the audit reports of
Arthur Andersen LLP on the financial statements of the Registrant as of and for
the fiscal years ended December 31, 2001 and 2000 did not contain any adverse
opinion or disclaimer of opinion, nor were they qualified or modified as to
uncertainty, audit scope, or accounting principles.

        During the Registrant's two most recent fiscal years ended December 31,
2001, and any subsequent interim period prior to engaging PricewaterhouseCoopers
LLP, the Registrant did not consult PricewaterhouseCoopers LLP in connection
with any of the matters specified in Item 304(a)(2)(i) or (ii) of Regulation
S-K.

        The Registrant has provided to Arthur Andersen LLP a copy of the
disclosures made in this Report. The Registrant requested Arthur Andersen LLP to
furnish the Registrant with a letter addressed to the Commission stating whether
it agrees with the statements made herein and, if not, stating the respects in
which it does not agree. A copy of such letter is included as Exhibit 16.1 to
this Report.



ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

        (c)    Exhibits

        See Index to Exhibits.



                                   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.

Dated:  April 11, 2002                          By:    /s/  Alan R. Harris
                                                     ---------------------------
                                                       Alan R. Harris
                                                       Senior Vice President




                                INDEX TO EXHIBITS

(16)    Letter re change in certifying accountant

        16.1   Arthur Andersen LLP Letter dated April 10, 2002

EX-16.1

                                                                   Exhibit 16.1


Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549


April 10, 2002


Dear Sir/Madam:

We have read the third through fifth paragraphs of Item 4 included in the Form
8-K dated April 5, 2002, of Genesee & Wyoming Inc. to be filed with the
Securities and Exchange Commission and are in agreement with the statements
contained therein.

Very truly yours,


/s/ Arthur Andersen LLP