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 16, 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 8.01 Other Events.

On June 16, 2009, GWI announced the pricing of a public offering of 4,000,000 shares of its Class A Common Stock.

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

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Press release dated June 16, 2009, announcing that “Genesee & Wyoming Inc. Prices Public Offering of Class A Common Stock at $24.50”.

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 16, 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 16, 2009, announcing that “Genesee & Wyoming Inc. Prices Public Offering of Class A Common Stock at $24.50”.

EX-99.1

EXHIBIT 99.1

Genesee & Wyoming Inc. Prices Public Offering of Class A Common Stock at $24.50

GREENWICH, Conn. June 16, 2009

Genesee & Wyoming Inc. (GWI) (NYSE: GWR) announced today that it has priced its previously announced underwritten registered public offering of 4,000,000 shares of its Class A Common Stock at $24.50 per share. In addition, GWI has granted 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.

GWI is expected to receive $92,600,000 in net proceeds from the sale of its Class A Common Stock, plus any proceeds received from the exercise by the underwriters of their over-allotment option. GWI intends to use the proceeds of the offering to repay all or substantially all of the amounts outstanding under its revolving credit facility and for general corporate purposes, including strategic investments and acquisitions.

The offering was made under an effective shelf registration statement. Citi, J.P.Morgan and Deutsche Bank Securities were joint book-running managers and Merrill Lynch & Co., BB&T Capital Markets, Morgan Keegan & Company, Inc., Stephens Inc. and Dahlman Rose & Company, LLC were co-managers.

A final prospectus supplement relating to the offering will be filed with the Securities and Exchange Commission. Copies of the final prospectus supplement relating to the offering may be obtained from the offices of Citi, Brooklyn Army Terminal, 140 58^th Street, 18^th 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.