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): April 29, 2009

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:

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

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

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

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

 
 
 

ITEM 2.02. Results of Operations and Financial Condition

On April 29, 2009, Genesee & Wyoming Inc. (GWI) issued a press release reporting financial results for the first quarter of 2009. A copy of the press release is attached hereto as Exhibit 99.1. The attached Exhibit 99.1 is furnished in its entirety pursuant to this Item 2.02 and is incorporated herein by reference.

ITEM 9.01. Financial Statements and Exhibits

(d) Exhibit.

99.1 Press release, dated April 29, 2009, announcing results for the first quarter of 2009

 
 
 

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.
     
April 29, 2009
By:
/s/ Timothy J. Gallagher
   
Name:  Timothy J. Gallagher
   
Title: Chief Financial Officer