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): August 3, 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 is incorporated herein by reference.

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

(d) Election of Director

Effective August 3, 2006, the Board of Directors (the "Board") of Genesee & Wyoming Inc. (the "Company") elected Oivind Lorentzen to serve as a Director. Mr. Lorentzen will stand for reelection by the stockholders at the Company’s 2007 Annual Meeting of Stockholders.

Upon Mr. Lorentzen’s election to the Board, he become eligible to receive equity and cash compensation in accordance with previously adopted compensation arrangements for non-employee directors as disclosed in the Company’s Form 8-K report filed with the Securities and Exchange Commission on June 2, 2006.

In 2005 and 2006, the Company subleased office space to an organization in which Mr. Lorentzen has a financial interest. The sublease was on arms-length commercial terms and lease payments were less than $9,000 a month. The sublease was discontinued in July 2006.

On August 7, 2006, the Company issued a press release announcing the election of Mr. Lorentzen. A copy of the press release is filed with this Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1- Press release, dated August 7, 2006, Announcing Election of Oivind Lorentzen to the Board of Directors of Genesee & Wyoming Inc.

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.
August 7, 2006	By:	/s/ Timothy J. Gallagher
		Name: Timothy J. Gallagher
		Title: Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Press release, dated August 7, 2006, Announcing Election of Oivind Lorentzen

EX-99.1

Øivind Lorentzen III Elected To Genesee & Wyoming Inc. Board of Directors

Greenwich, Conn., August 7, 2006 /PRNewswire-FirstCall/ — The Board of Directors of Genesee & Wyoming Inc. (GWI) (NYSE: GWR) has elected Øivind Lorentzen III, President and Chief Executive Officer of Northern Navigation International, Ltd. to serve as a Director, effective August 3, 2006.

Mr. Lorentzen founded Northern Navigation in 1990 and has been its President and Chief Executive Officer since inception. Northern Navigation, which has offices in Stamford, Connecticut, and Oslo, Norway, is an investment management and ship-owning company, concentrating in specialized transportation and structured finance. From 1979 to 1990, Mr. Lorentzen was Managing Director of Lorentzen Empreendimentos S.A., an industrial and shipping group in Brazil.

Mr. Lorentzen currently serves on the Board of Directors of SEACOR Holdings Inc. (NYSE: CKH), a global provider of marine support and transportation services primarily to the energy and chemical industries, where he is Chairman of the Audit Committee. He also serves on the Board of Directors of Blue Danube Inc., which provides barge transportation and marine services to the barge industry.

Mr. Lorentzen is a member of the Council on Foreign Relations and the Norwegian-American Chamber of Commerce Inc., and a Trustee of the American Scandinavian Foundation.

“We are pleased to have Øivind Lorentzen join our Board,” said Mortimer B. Fuller III, GWI’s Chairman and Chief Executive Officer. “Øivind’s international transportation experience, his knowledge of the shipping industry and his financial acumen make him an excellent addition to our Board.”

GWI is a leading operator of short line and regional freight railroads in the United States, Canada, Mexico, Australia, and Bolivia. GWI operates over 5,900 miles of owned and leased track and approximately 3,700 additional miles under track access arrangements.

SOURCE: Genesee & Wyoming Inc.
CONTACT:	Christopher Capot, Corporate Communications, Genesee & Wyoming Inc., 203-629-3722, ccapot@gwrr.com.