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

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person * YOUNG M DOUGLAS   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) C/O GENESEE & WYOMING INC., 66 FIELD POINT ROAD 3. Date of Earliest Transaction (Month/Day/Year) 12/30/2004 (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               2,000 (1) D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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
Phantom Stock Units	$ 0							(2)	(2)	Class A Common Stock, $.01 par value	2,777.49 (2)		2,777.49 (2)	D
Phantom Stock Units	$ 0							(2)	(2)	Class A Common Stock, $.01 par value	4,590.88 (2)		4,590.88 (2)	D
Phantom Stock Units	$ 0							(2)	(2)	Class A Common Stock, $.01 par value	8,473.31 (2)		8,473.31 (2)	D
Phantom Stock Units	$ 0							(2)	(2)	Class A Common Stock, $.01 par value	5,653.84 (2)		5,653.84 (2)	D
Phantom Stock Unit	$ 0							(3)	(3)	Class A Common Stock, $.01 par value	1,412.67 (3)		1,412.67 (3)	D
Phantom Stock Unit	$ 0							(3)	(3)	Class A Common Stock, $.01 par value	1,562.5 (3)		1,562.5 (3)	D
Phantom Stock Unit	$ 0							(3)	(3)	Class A Common Stock, $.01 par value	1,734.1 (3)		1,734.1 (3)	D
Phantom Stock Unit	$ 0							(3)	(3)	Class A Common Stock, $.01 par value	224.28 (3)		224.28 (3)	D
Phantom Stock Unit	$ 0							(3)	(3)	Class A Common Stock, $.01 par value	1,317.77 (3)		1,317.77 (3)	D
Phantom Stock Unit	$ 0							(3)	(3)	Class A Common Stock, $.01 par value	1,561.05 (3)		1,561.05 (3)	D
Phantom Stock Unit	$ 0							(3)	(3)	Class A Common Stock, $.01 par value	1,004.11 (3)		1,004.11 (3)	D
Phantom Stock Unit	$ 0							(4)	(4)	Class A Common Stock, $.01 par value	1,278.71 (4)		1,278.71 (4)	D
Phantom Stock Unit	$ 0							(4)	(4)	Class A Common Stock $.01 par value	781.25 (4)		781.25 (4)	D
Phantom Stock Unit	$ 0	12/30/2004		A		857.54 (5)		(5)	(5)	Class A Common Stock $.01 par value	857.54 (5)	$ 0	857.54 (5)	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
YOUNG M DOUGLAS C/O GENESEE & WYOMING INC. 66 FIELD POINT ROAD GREENWICH, CT 06830	X

Signatures

Thomas P. Loftus, Attorney-in-fact for M. Douglas Young		01/03/2005
**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 securities are restricted stock units granted under the Genesee & Wyoming Inc. 2004 Omnibus Incentive Plan. Each restricted stock unit represents the right to receive one share of Genesee & Wyoming Inc. Class A Common Stock. The restricted stock units vest pro rata with respect to one-half of the shares subject to the restricted stock unit award on the date of each of the next two annual meetings of stockholders. As the restricted stock units vest, the corresponding number of shares of Class A Common Stock will be issued to Mr. Young.
(2)	These aggregated Phantom Stock Units were previously reported by Mr. Young. The Units were credited to Mr. Young's account under the Issuer's Deferred Stock Plan for Non-Employee Directors. The Units are to be settled in the Issuer's Common Stock on a deferred basis pursuant to Mr. Young's prior election.
(3)	This Phantom Stock Unit was previously reported by Mr. Young. The Unit was credited to Mr. Young's account under the Issuer's Deferred Stock Plan for Non-Employee Directors. The Unit is to be settled in the Issuer's Common Stock on a deferred basis pursuant to Mr. Young's prior election.
(4)	This Phantom Stock Unit was previously reported by Mr. Young. The Unit was credited to Mr. Young's account under the Issuer's 2004 Omnibus Incentive Plan. The Unit is to be settled in the Issuer's Common Stock on a deferred basis pursuant to Mr. Young's prior election.
(5)	This Phantom Stock Unit was credited to Mr. Young's account on 12/30/04 at $28.06 per share under the Issuer's 2004 Omnibus Incentive Plan in a transaction exempt under Rule 16b-3. The Unit is to be settled in the Issuer's Common Stock on a deferred basis pursuant to Mr. Young's prior election.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.