Exhibit 32.1


                           Section 1350 Certification

     Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 ("Section 906"), Mortimer B. Fuller, III and John
C. Hellmann, Chairman and Chief Executive Officer and Chief Financial Officer,
respectively, of Genesee & Wyoming Inc., certify that (i) the Quarterly Report
on Form 10-Q for the quarter ended June 30, 2004, fully complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934
and (ii) the information contained in such report fairly presents, in all
material respects, the financial condition and results of operations of Genesee
& Wyoming Inc.



                                 /s/ Mortimer B. Fuller, III
                                 -----------------------------------------
                                 Mortimer B. Fuller, III
                                 Chairman and Chief Executive Officer
                                 Date:  August 6, 2004


                                 /s/ John C. Hellmann
                                 -----------------------------------------
                                 John C. Hellmann
                                 Chief Financial Officer
                                 Date: August 6, 2004