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 25, 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 8.01 Other Events.

On August 30, 2006, Genesee & Wyoming Inc. (GWI) announced that its newly-formed subsidiary, the Chattahoochee Bay Railroad, Inc., acquired the assets of the Chattahoochee & Gulf Railroad Co., Inc. and the H&S Railroad Company, Inc. for $6.0 million in cash.

In addition, GWI also announced that through its subsidiary, Commonwealth Railway, Inc., it exercised an option to purchase from Norfolk Southern Corp. 12.5 miles of previously leased rail line through Portsmouth, Chesapeake, and Suffolk, VA.

The press releases announcing these transactions, filed as Exhibits 99.1 and 99.2 hereto, and the information set forth therein is filed under this Item 8.01 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(a) None

(b) None

(c) None

(d) Exhibits

The followings exhibits are filed or furnished herewith:

EXHIBIT NO. - DESCRIPTION
99.1 - Press release, dated August 30, 2006, announcing acquisition of assets

99.2 - Press release, dated August 30, 2006, announcing line purchase

Forward-Looking Statements

Certain statements in this report that discuss the Company’s expectations are forward-looking statements within the meaning of the federal securities laws and are based upon the Company’s current belief as to the outcome of future events. Although the Company 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. The Company cautions investors and potential investors not to place undue reliance on such statements. The Company disclaims any intention to update the current expectations or forward-looking statements contained in this filing.

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 30, 2006	By:	/s/ John C. Hellmann
		Name: John C. Hellmann
		Title: President

Exhibit Index

Exhibit No.	Description
99.1	Press release, dated August 30, 2006, announcing acquisition of assets of Chattachoochee & Gulf Railroad and H&S Railroad Company, Inc.
99.2	Press release, dated August 30, 2006, announcing Maersk line purchase

EX-99.1

Genesee & Wyoming Inc. Acquires Assets of the Chattahoochee & Gulf Railroad

GREENWICH, Conn., Aug. 30, 2006 /PRNewswire-FirstCall/ — Genesee & Wyoming Inc. (GWI) (NYSE: GWR) announced today that its newly formed subsidiary, the Chattahoochee Bay Railroad, Inc., has acquired the assets of the Chattahoochee & Gulf Railroad Co., Inc. (CHAT) and the H&S Railroad Company, Inc. (H&S) for $6.0 million in cash. Both companies are affiliates of Gulf & Ohio Railways.

The CHAT and the H&S are contiguous. Running over approximately 29 miles of track between Hilton, Georgia, and Dothan, Alabama, and Taylor, Alabama, the CHAT connects GWI’s Bay Line Railroad (Bay Line) to GWI’s Chattahoochee Industrial Railroad (CIRR). The CHAT’s customer base is primarily overhead traffic between Norfolk Southern Railway (NS) and the Bay Line, but also includes a railcar repair shop and agricultural shippers, among others. The CHAT also interchanges with CSX Corp.  GWI expects the Chattahoochee Bay to haul more than 5,500 carloads annually.

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.

CONTACT: Christopher Capot, GWI Corporate Communications, 203-629-3722, ccapot@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. 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.

Genesee & Wyoming Inc. Acquires Rail Line To Portsmouth Terminal

GREENWICH, Conn., Aug. 30, 2006 /PRNewswire-FirstCall/ — Genesee & Wyoming Inc. (GWI) (NYSE: GWR) today announced that it has exercised an option to purchase from Norfolk Southern Corp. (NS) 12.5 miles of previously leased rail line through Portsmouth, Chesapeake, and Suffolk, VA.

GWI’s subsidiary, Commonwealth Railway (CWRY), will own and continue to operate the line upon receipt of customary regulatory approvals. In addition to current customers, CWRY intends to serve a new Portsmouth container terminal being constructed by APM Terminals North America, part of Maersk Inc.’s A.P. Moller-Maersk Group, the global container shipping company and terminal operator. APM Terminals plans to complete construction of the new $450 million port terminal, which includes a 3,200-ft. wharf, in July 2007.

GWI has commenced a $14 million capital improvement project (including approximately $6 million in government grants) to meet the projected capacity needs of the new APM terminal. The majority of the capital expenditure relates to the construction of a new marshalling yard in Suffolk to facilitate CWRY’s interchange with NS and CSX Transportation Inc. and to the installation of new track connecting the CWRY main line to the APM terminal. GWI also will upgrade existing track and improve crossing signal protection from the new yard to the terminal.

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.

CONTACT: Christopher Capot, GWI Corporate Communications, 203-629-3722, ccapot@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. 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.