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                                  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 1, 2006

                             Genesee & Wyoming Inc.
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             (Exact name of registrant as specified in its charter)


              Delaware                 001-31456            06-0984624
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    (State or other jurisdiction     (Commission         (I.R.S. Employer
         of incorporation)           File Number)       Identification No.)

                  66 Field Point Road,
                 Greenwich, Connecticut                        06830
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        (Address of principal executive offices)             (Zip Code)

       Registrant's telephone number, including area code: (203) 629-3722

                                 Not Applicable
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           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))

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ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On August 1, 2006, Genesee & Wyoming Inc. issued a press release reporting
financial results for the second quarter of 2006. 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 August 1, 2006.



                                   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 1, 2006                                   By:    /s/ Timothy J. Gallagher
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                                                 Name:  Timothy J. Gallagher
                                                 Title: Chief Financial Officer