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): November 3, 2008

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 2.02. Results of Operations and Financial Condition

On November 3, 2008, Genesee & Wyoming Inc. (GWI) issued a press release reporting financial results for the third quarter of 2008. 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 November 3, 2008, announcing results for the third quarter of 2008
 
 
 
 

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.
     
November 3, 2008
By:
/s/ Timothy J. Gallagher
   
Name: Timothy J. Gallagher
   
Title: Chief Financial Officer