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): June 11, 2009

Genesee & Wyoming Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-31456	06-0984624
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

66 Field Point Road, Greenwich, Connecticut	06830
(Address of principal executive offices)	(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:

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

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

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

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

Item 2.05 Costs Associated with Exit or Disposal Activities.

On June 15, 2009, Genesee & Wyoming Inc. (“GWI”) announced that its subsidiary, Huron Central Railway Inc. (“Huron Central”), intends to discontinue operations. Huron Central operates over 173 miles of track leased from Canadian Pacific Railway (“CP”) between Sudbury and Sault Ste. Marie in Ontario, Canada. The downturn in the economy has caused the Huron Central’s traffic to decline substantially over the last 12 months, to the point that the railroad is not economically viable to operate for the long term.

GWI expects to record charges in the second quarter of up to approximately $5.3 million after tax, or $0.15 per share, reflecting the non-cash write-down of non-current assets of approximately $7.1 million and cash costs associated with the cessation of Huron Central’s operations ranging from $0.4 million to $1.9 million, which GWI expects to be partially offset by cash tax benefits of approximately $3.7 million. In the year ended December 31, 2008, Huron Central handled approximately 16,000 carloads, generated revenues of $7.4 million and incurred a $2.1 million operating loss, thereby reducing GWI’s diluted earnings per share by approximately $0.04.

Huron Central and CP are working closely together to implement an orderly cessation of operations, and GWI expects the Huron Central to cease operations during the fourth quarter of 2009.

A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 8.01 Other Events.

Traffic for May 2009

On June 11, 2009, GWI issued a press release reporting “Traffic for May 2009”.

A copy of the press release is filed as Exhibit 99.2 hereto and is incorporated herein by reference.

Equity Offering

On June 15, 2009, GWI announced the launch of a public offering of 4 million shares of its Class A Common Stock.

A copy of the press release is filed as Exhibit 99.3 hereto and is incorporated herein by reference.

Other Matters

Safety

Through May 31, 2009, GWI reported that it has achieved 0.90 injuries against its safety goal for 2009 of 1.25 reportable injuries per 200,000 man-hours worked. GWI’s safety results are based on the Federal Railroad Administration’s reportable injuries per 200,000 man-hours worked.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Press release dated June 15, 2009, announcing “Intent to Discontinue Operations of Huron Central Railway”.
99.2	Press release dated June 11, 2009, reporting “Traffic for May 2009”.
99.3	Press release dated June 15, 2009, announcing “Public Offering of Class A Common Stock”.

Forward-Looking Statements

Certain statements in this report that discuss GWI’s expectations are forward-looking statements within the meaning of the federal securities laws and are based upon GWI’s current belief as to the outcome of future events. Forward-looking statements include statements regarding future events and the future performance of GWI that involve risks and uncertainties that could cause actual results to differ materially from its current expectations including, but not limited to, economic, political and industry conditions; customer demand, retention and contract continuation; legislative and regulatory developments; increased competition in relevant markets; funding needs and financing sources; susceptibility to various legal claims and lawsuits; strikes or work stoppages; severe weather conditions and other natural occurrences; and others. Words such as “anticipates,” “intends,” “plans,” “believes,” “seeks,” “expects,” “estimates,” variations of these words and similar expressions are intended to identify these forward-looking statements.

GWI refers you to the documents that it files from time to time with the Securities and Exchange Commission, such as GWI’s Forms 10-Q and 10-K which contain additional important factors that could cause its actual results to differ from its current expectations and from the forward-looking statements contained in this report. Although GWI believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, actual results could differ materially from those set forth in the forward-looking statements. GWI cautions investors and potential investors not to place undue reliance on such statements and disclaims any intention to update the current expectations or forward-looking statements contained in this filing.

SIGNATURE

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

Dated: June 15, 2009

Genesee & Wyoming Inc.
By:	/s/ Timothy J. Gallagher
Name:	Timothy J. Gallagher
Title:	Chief Financial Officer

EXHIBITS

Exhibit No.	Description
99.1	Press release dated June 15, 2009, announcing “Intent to Discontinue Operations of Huron Central Railway”.
99.2	Press release dated June 11, 2009, reporting “Traffic for May 2009”.
99.3	Press release dated June 15, 2009, announcing “Public Offering of Class A Common Stock”.

EX-99.1

EXHIBIT 99.1

Genesee & Wyoming Inc. Announces Intent to Discontinue Operations of Huron Central Railway

GREENWICH, Conn., June 15, 2009 /PRNewswire-FirstCall/ — Genesee & Wyoming Inc. (GWI) (NYSE: GWR) today announced that its subsidiary Huron Central Railway Inc. (HCRY) intends to discontinue operations. The downturn in the economy has caused the Huron Central’s traffic to decline substantially over the last 12 months, to the point that the railroad is not economically viable to operate for the long term.

GWI expects to record charges in the second quarter of up to approximately $5.3 million after tax, or $0.15 per share, reflecting the non-cash write-down of non-current assets of approximately $7.1 million and cash costs associated with the cessation of HCRY operations ranging from $0.4 million to $1.9 million, which GWI expects to be partially offset by cash tax benefits of approximately $3.7 million. In the year ended December 31, 2008, HCRY handled approximately 16,000 carloads, generated revenues of $7.4 million and incurred a $2.1 million operating loss, thereby reducing GWI’s diluted earnings per share by approximately $0.04.

HCRY has operated the 173-mile railroad from Sudbury to Sault Ste. Marie, Ontario, under a lease agreement with Canadian Pacific Railway since 1997. The companies are working closely together and with customers to effect an orderly cessation of operations.

HCRY will cease operations between McKerrow and Sault Ste. Marie on August 15, 2009. It will continue operation of the eastern segment of the railroad from Sudbury to McKerrow and Espanola until October 31, 2009. The closure will ultimately eliminate 45 jobs at HCRY.

GWI owns and operates short line and regional freight railroads in the United States, Canada, Australia and the Netherlands and owns a minority interest in a railroad in Bolivia. Operations currently include 63 railroads organized in nine regions, with more than 6,800 miles of owned and leased track and approximately 3,100 additional miles under track access arrangements. GWI provides rail service at 16 ports in North America and Europe and performs contract coal loading and railcar switching for industrial customers.

For more information, contact Michael Williams, Director of Corporate Communications, Genesee & Wyoming, 203-629-3722.

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: Statements in this press release regarding Genesee & Wyoming’s business which are not historical facts are “forward-looking statements” that involve risks and uncertainties. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see “Risk Factors” in the Company’s Annual Report or Form 10-K for the most recently ended fiscal year.

EX-99.2

EXHIBIT 99.2

Genesee & Wyoming Inc. Reports Traffic for May 2009

GREENWICH, Conn., June 11, 2009 /PRNewswire-FirstCall/ — Genesee & Wyoming Inc. (GWI) (NYSE: GWR) today reported traffic volumes for May 2009.

GWI’s traffic in May 2009 was 61,043 carloads, a decrease of 2,993 carloads, or 4.7 percent, compared with May 2008. GWI’s traffic in the second quarter of 2009 through May was 123,913 carloads, a decrease of 7,205 carloads, or 5.5 percent, compared with the second quarter of 2008 through May.

The table below sets forth carloading information for May 2009 and May 2008:

Genesee & Wyoming Inc. by Commodity Group	May 2009	% of Total		May 2008	% of Total
Coal, Coke & Ores	12,902	21.1	%	12,899	20.1	%
Minerals & Stone	12,077	19.8	%	12,600	19.7	%
Farm & Food Products	7,658	12.6	%	5,893	9.2	%
Pulp & Paper	6,892	11.3	%	10,416	16.3	%
Metals	5,502	9.0	%	6,527	10.2	%
Lumber & Forest Products	4,718	7.7	%	6,377	10.0	%
Chemicals-Plastics	4,171	6.8	%	4,035	6.3	%
Petroleum Products	2,259	3.7	%	2,145	3.3	%
Autos & Auto Parts	675	1.1	%	1,117	1.7	%
Other	4,189	6.9	%	2,027	3.2	%
Total	61,043	100.0	%	64,036	100.0	%

GWI railroads acquired within the last 12 months shipped a combined 10,401 carloads in May 2009. GWI’s same-railroad traffic in May 2009 decreased by 13,394 carloads, or 20.9 percent, compared with May 2008. Pulp & paper traffic decreased 3,810 carloads principally due to lower shipments in GWI’s Canada and Southern Regions. Coal, coke and ores traffic decreased 2,803 carloads principally due to lower shipments in western Pennsylvania and maintenance outages at two utilities in Illinois. Metals traffic decreased 2,416 carloads primarily due to lower steel shipments in GWI’s New York/Ohio/Pennsylvania and Canada Regions. All other same-railroad traffic decreased by a net 4,365 carloads.

The table below sets forth carloading information for the second quarter of 2009 through May and the second quarter of 2008 through May:

Genesee & Wyoming Inc. by Commodity Group	QTD May 2009	% of Total		QTD May 2008	% of Total
Coal, Coke & Ores	27,033	21.8	%	27,866	21.2	%
Minerals & Stone	23,304	18.8	%	24,549	18.7	%
Farm & Food Products	15,864	12.8	%	12,843	9.8	%

Pulp & Paper	14,456	11.7	%	21,199	16.2	%
Metals	10,226	8.2	%	13,250	10.1	%
Lumber & Forest Products	9,874	8.0	%	12,718	9.7	%
Chemicals-Plastics	8,162	6.6	%	8,211	6.3	%
Petroleum Products	4,486	3.6	%	4,187	3.2	%
Autos & Auto Parts	1,374	1.1	%	2,327	1.8	%
Other	9,134	7.4	%	3,968	3.0	%
Total	123,913	100.0	%	131,118	100.0	%

GWI railroads acquired within the last 12 months shipped a combined 20,790 carloads in the second quarter of 2009 through May. Same-railroad traffic in the second quarter of 2009 through May decreased by 27,995 carloads, or 21.4 percent, compared with the second quarter of 2008 through May. The decrease was principally due to declines of 7,392 carloads of pulp & paper traffic, 6,528 carloads of coal, coke and ores traffic and 5,533 carloads of metals traffic. The decrease in coal, coke and ores traffic was principally due to lower shipments in western Pennsylvania, maintenance outages at two utilities in Illinois and maintenance outages at a mine and at a power facility served in Utah. All other same-railroad traffic decreased by a net 8,542 carloads.

GWI railroads acquired within the last 12 months include: CAGY Industries, Inc., which GWI purchased on May 31, 2008, and the Georgia Southwestern Railroad and the Ohio Central Railroad System, both of which GWI purchased on October 1, 2008.

Starting in April 2009, Intermodal traffic has been classified within the “Other” commodity group due to its lack of materiality. Previously Intermodal traffic was presented on a stand-alone basis. Intermodal shipments were 63 carloads in May 2009 compared with 124 in May 2008 and 115 carloads in the second quarter through May 2009 compared with 249 in the second quarter through May 2008.

Historically, GWI has found that carload information may be indicative of freight revenues on its railroads, but may not be indicative of total revenues, operating expenses, operating income or net income.

GWI owns and operates short line and regional freight railroads in the United States, Canada, Australia and the Netherlands and owns a minority interest in a railroad in Bolivia. Operations currently include 63 railroads organized in nine regions, with more than 6,800 miles of owned and leased track and approximately 3,100 additional miles under track access arrangements. GWI provides rail service at 16 ports in North America and Europe and performs contract coal loading and railcar switching for industrial customers.

CONTACT: Matthew O. Walsh, Senior Vice President - Corporate Development

and Treasurer, Genesee & Wyoming Inc. 203-629-3722

Web site: http://www.gwrr.com

SOURCE Genesee & Wyoming Inc.

EX-99.3

EXHIBIT 99.3

Genesee & Wyoming Inc. Announces Public Offering of Class A Common Stock

GREENWICH, Conn. June 15, 2009

Genesee & Wyoming Inc. (GWI) (NYSE: GWR) announced today that it has commenced an underwritten registered public offering of 4,000,000 shares of its Class A Common Stock. In connection with the offering, GWI also expects to grant the underwriters a 30-day option to purchase up to an additional 600,000 shares of its Class A Common Stock to cover over-allotments, if any.

The offering will be made under an effective shelf registration statement. Citi, J.P.Morgan and Deutsche Bank Securities are joint book-running managers.

A preliminary prospectus supplement relating to the offering will be filed with the Securities and Exchange Commission. When available, copies of the preliminary prospectus supplement relating to the offering may be obtained from the offices of Citi, Brooklyn Army Terminal, 140 58th Street, 18th Floor, Brooklyn, New York 11220, (Telephone Number: 1-800-831-9146), J.P.Morgan at Prospectus Library, 4 Chase Metrotech Center, CS Level, Brooklyn, NY 11245 (Telephone Number: 1-718-242-8002) or Deutsche Bank Securities, Attention: Prospectus Department, 100 Plaza One, Jersey City, New Jersey 07311 (Telephone Number: 1-800-503-4611).

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state. The offering of these securities will be made only by means of the prospectus supplement and accompanying prospectus.

About Genesee & Wyoming Inc.

GWI owns and operates short line and regional freight railroads in the United States, Canada, Australia and the Netherlands and owns a minority interest in a railroad in Bolivia. Operations currently include 63 railroads organized in nine regions, with more than 6,800 miles of owned and leased track and approximately 3,100 additional miles under track access arrangements. GWI provides rail service at 16 ports in North America and Europe and performs contract coal loading and railcar switching for industrial customers.

SOURCE: Genesee & Wyoming Inc.

CONTACT: Timothy J. Gallagher, Chief Financial Officer, Genesee & Wyoming, Inc.

+1-203-629-3722, tjgallagher@gwrr.com

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: Statements in this press release regarding Genesee & Wyoming’s business which are not historical facts are “forward-looking statements” that involve risks and uncertainties. Forward-looking statements include statements regarding future events and the future performance of GWI that involve risks and uncertainties that could cause actual results to differ materially from its current expectations including, but not limited to, economic,

political and industry conditions; customer demand, retention and contract continuation; legislative and regulatory developments; increased competition in relevant markets; funding needs and financing sources; susceptibility to various legal claims and lawsuits; strikes or work stoppages; severe weather conditions and other natural occurrences; and others. Words such as “anticipates,” “intends,” “plans,” “believes,” “seeks,” “expects,” “estimates,” variations of these words and similar expressions are intended to identify these forward-looking statements. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see “Risk Factors” in the Company’s Annual Report or Form 10-K for the most recently ended fiscal year. GWI cautions investors and potential investors not to place undue reliance on such statements and disclaims any intention to update the current expectations or forward-looking statements contained in this filing.