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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1. Name and Address of Reporting Person * HELLMANN JOHN C   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 __X__ Officer (give title below) _____ Other (specify below) Chief Exec. Officer & Pres. (Last) (First) (Middle) 66 FIELD POINT ROAD 3. Date of Earliest Transaction (Month/Day/Year) 03/09/2010 (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 03/09/2010   M   59,361 A $ 16.6 275,640 D   Class A Common Stock, $.01 par value 03/09/2010   M   710 A $ 16.6 276,350 D   Class A Common Stock, $.01 par value 03/09/2010   S   45,000 D $ 33.5009 (1) (2) 231,350 D   Class A Common Stock, $.01 par value 03/10/2010   M   5,314 A $ 16.6 236,664 D   Class A Common Stock, $.01 par value 03/10/2010   S   3,973 D $ 33.7237 (2) (3) 232,691 D   Class B Common Stock, $.01 par value               1,872 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Stock Option (Right to Buy)

$ 16.6

03/09/2010

M

59,361

(4)

05/17/2010

Class A Common Stock, $.01 par value

59,361 (5)

$ 0

0

D

Stock Option (Right to Buy)

$ 16.6

03/09/2010

M

710

(6)

05/17/2010

Class A Common Stock, $.01 par value

710 (7)

$ 0

5,314

D

Stock Option (Right to Buy)

$ 16.6

03/10/2010

M

5,314

(6)

05/17/2010

Class A Common Stock, $.01 par value

5,314 (7)

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
HELLMANN JOHN C 66 FIELD POINT ROAD GREENWICH, CT 06830	X		Chief Exec. Officer & Pres.

Signatures

Allison M. Fergus		03/11/2010
**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)	These shares were sold to cover the exercise price and taxes in connection with the exercise of a previously granted stock option award. This price represents the weighted average sales price for the price increments ranging from $32.95 to $33.73.
(2)	The Reporting Person undertakes to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 4.
(3)	These shares were sold to cover the exercise price and taxes in connection with the exercise of a previously granted stock option award. This price represents the weighted average sales price for the price increments ranging from $33.69 to $33.75.
(4)	This option award was granted under the Genesee & Wyoming Inc. Amended and Restated 2004 Omnibus Incentive Plan and became vested in three annual installments beginning May 18, 2006.
(5)	This option was previously reported as covering 39,574 shares, but was adjusted to reflect the Issuer's 3-for-2 stock split that occurred on March 14, 2006.
(6)	This option award was granted under the Genesee & Wyoming Inc. Amended and Restated 2004 Omnibus Incentive Plan and became vested on May 18, 2008.
(7)	This option was previously reported as part of an award covering 4,016 shares, but was adjusted to 6,024 to reflect the Issuer's 3-for-2 stock split that occurred on March 14, 2006.

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