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): March 29, 2006

Genesee & Wyoming Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	001-31456	06-0984624
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
66 Field Point Road, Greenwich, Connecticut		06830
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

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

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 1.01 Entry into a Material Definitive Agreement.

The information set forth under Item 5.02 "Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers" is incorporated herein by reference.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On March 29, 2006, Genesee & Wyoming Inc. (the "Company") issued a press release announcing, the appointment of Christopher F. Liucci as its Chief Accounting Officer and Global Controller.

The Compensation Committee (the "Committee") of the Board of Directors of the Company approved the key terms of the compensation arrangement for Mr. Liucci (the "Executive"), who will be employed on an "at will" basis, terminable at any time. Executive’s base salary is $165,000 annually, with adjustments subject to the review and approval of the Compensation Committee of the Company. The Executive’s target annual incentive cash bonus (the "Bonus") would be 35% of base salary, with actual Bonus payments to be based on achievement of Genesee Value Added ("GVA") performance targets (35% of such Bonus based on GVA financial performance, 15% of such Bonus based on GVA safety performance and 50% of such Bonus based on personal objectives). For the year ending December 31, 2006, Executive’s Bonus paym ent will be paid as if the Executive was employed as of January 1, 2006. All Bonus payments are contingent upon the Executive’s continued employment with the Company throughout the year for which the Bonus was earned.
Effective March 29, 2006, the Executive’s first day of employment, Executive will receive a grant of 10,000 options and 1,000 shares of restricted stock under the Company’s 2004 Omnibus Incentive Plan.

The following Press Release, filed as Exhibit 99.1, and the information set forth therein is furnished under this item and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are filed or furnished herewith:

Exhibit No. Description

99.1 Press Release, dated March 29, 2006, by Genesee & Wyoming Inc. announcing the appointment of Mr. Christopher F. Liucci as Chief Accounting Officer and Global Controller.

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.
March 29, 2006	By:	Adam B. Frankel
		Name: Adam B. Frankel
		Title: Senior Vice President, General Counsel & Corporate Secretary

Exhibit Index

Exhibit No.	Description
99.1	Press Release Announcing New Chief Accounting Officer

EX-99.1

Exhibit 99.1

Genesee & Wyoming Inc. Names New Chief Accounting Officer

GREENWICH, CT, March 29, 2006 – Genesee & Wyoming Inc. (GWI) (NYSE: GWR), announced today that it has named Christopher F. Liucci to the position of Chief Accounting Officer and Global Controller.

Mr. Liucci was previously Director of Global Financial Planning and Reporting and Controller of Financial Reporting/Internal Controls during more than eight years with Genencor International, Inc. Prior to that, Mr. Liucci was an audit manager with Coopers & Lybrand L.L.P., a predecessor to PricewaterhouseCoopers, where he was an independent auditor for six years. He will report to Timothy J. Gallagher, GWI’s Chief Financial Officer.

“Chris brings a wealth of domestic and international financial reporting experience to Genesee & Wyoming and will strengthen our finance team,” Mr. Gallagher said. “We welcome his leadership, skills and energy as we continue to build and strengthen GWI.”

Mr. Liucci is a certified public accountant and has a B.S. in accounting from the State University of New York at Geneseo and an M.B.A. from The Simon School of the University of Rochester.

About Genesee & Wyoming Inc. (GWI)
GWI is a leading operator of short line and regional freight railroads in the United States, Canada, Mexico, Australia and Bolivia, operating over 9,300 miles of owned and leased track and over more than 3,000 additional miles under track access arrangements.

For more information, contact Christopher Capot, Director, Corporate Communications, GWI, 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.