FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * FULLER MORTIMER B III   2. Issuer Name and Ticker or Trading Symbol GENESEE & WYOMING INC [GWR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 66 FIELD POINT ROAD 3. Date of Earliest Transaction (Month/Day/Year) 12/04/2012 (Street) GREENWICH, CT 06830 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock, $.01 par value 12/04/2012   C   7,000 A (1) 12,955.5 I By wife (2) Class A Common Stock, $.01 par value 12/04/2012   G   12,730 D $ 0 225.5 I By wife (2) Class A Common Stock, $.01 par value 12/04/2012   G   12,730 A $ 0 12,730 I By trust (3) Class A Common Stock, $.01 par value 12/05/2012   C   21,000 A (1) 38,244 D   Class A Common Stock, $.01 par value 12/06/2012   C   38,523 A (1) 76,767 D   Class A Common Stock, $.01 par value 12/06/2012   J/K(4)(5)(6)   38,523 D $ 0 38,244 D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class B Common Stock, $.01 par value

(7)

12/04/2012

C

7,000

(7)

(7)

Class A Common Stock, $.01 par value

7,000

$ 0 (7)

2,748 (7)

I

By wife (2)

Class B Common Stock, $.01 par value

(7)

12/05/2012

C

21,000

(7)

(7)

Class A Common Stock, $.01 par value

21,000

$ 0 (7)

1,101,746 (7)

D

Class B Common Stock, $.01 par value

(7)

12/06/2012

C

38,523

(7)

(7)

Class A Common Stock, $.01 par value

38,523

$ 0 (7)

1,063,223 (7)

D

Contract to Sell

(4)

12/06/2012

J/K(4)(5)(6)

50,000

11/28/2012

11/28/2012

Class A Common Stock, $.01 par value

50,000

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
FULLER MORTIMER B III 66 FIELD POINT ROAD GREENWICH, CT 06830	X

Signatures

Allison M. Fergus, Attorney-in-Fact for Mortimer B. Fuller III		12/06/2012
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The shares were received upon conversion of Class B Common Stock. Each share of Class B Common Stock is convertible into one share of Class A Common Stock.
(2)	These shares are held by Mr. Fuller's wife. Mr. Fuller disclaims beneficial ownership of these shares.
(3)	Held by a trust of which Mr. Fuller is trustee for the benefit of a family member of Mr. Fuller. Mr. Fuller disclaims beneficial ownership of these shares.
(4)	On December 6, 2012, Mr. Fuller settled a variable prepaid forward contract that was entered into on November 28, 2011 with Credit Suisse Capital LLC ("Credit Suisse"), relating to 50,000 shares of Common Stock of the Company, which contract expired November 28, 2012. Mr. Fuller received net proceeds of $2,387,407 under the contract. Under the terms of the contract, Mr. Fuller agreed to deliver shares of Class B Common Stock (which would immediately convert into shares of Class A Common Stock on a one-for-one basis) or shares of Class A Common Stock on the expiration date of the contract as follows: (continued in Footnotes 5 and 6 below.)
(5)	(a) if the final price was less than or equal to the floor price ($55.85 per share), 50,000 shares; (b) if the final price was less than or equal to the cap price ($72.60 per share), but greater than the floor price, then a number of shares equal to 50,000 times the floor price divided by the final price; and (c) if the final price was greater than the cap price, then a number of shares equal to 50,000 shares multiplied by a fraction, the numerator of which was the sum of the floor price and the difference between the final price and the cap price, and the denominator of which was the final price. (Continued in Footnote 6 below.)
(6)	On November 28, 2012, the final price under the contract was $72.9894. Accordingly, on December 6, 2012 Mr. Fuller transferred to Credit Suisse 38,523 shares of Class A Common Stock.
(7)	This Class B Common Stock is not registered pursuant to Section 12 of the Act. However, each share of Class B Common Stock is freely convertible into one share of Class A Common Stock.

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