FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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 *   Benz James W 2. Date of Event Requiring Statement (Month/Day/Year) 05/02/2005 3. Issuer Name and Ticker or Trading Symbol GENESEE & WYOMING INC [GWR] (Last) (First) (Middle) 66 FIELD POINT ROAD 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Operating Officer 5. If Amendment, Date Original Filed(Month/Day/Year) 05/12/2005 (Street) GREENWICH, CT 06830 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 Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) Class A Common Stock, $.01 par value 33,418 (1) D Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	  (2)	04/05/2006	Class A Common Stock, $.01 par value	3,165	$ 7.0555	D	Â
Employee Stock Option (Right to Buy)	  (3)	05/22/2007	Class A Common Stock, $.01 par value	12,000	$ 14.2333	D	Â
Employee Stock Option (Right to Buy)	  (4)	07/30/2008	Class A Common Stock, $.01 par value	1,947	$ 14.94	D	Â
Employee Stock Option (Right to Buy)	  (5)	07/30/2008	Class A Common Stock, $.01 par value	10,053	$ 14.94	D	Â
Employee Stock Option (Right to Buy)	  (6)	05/11/2009	Class A Common Stock, $.01 par value	8,365	$ 23.45	D	Â
Employee Stock Option (Right to Buy)	  (7)	05/11/2009	Class A Common Stock, $.01 par value	2,885	$ 23.45	D	Â
Employee Stock Option (Right to Buy)	  (8)	04/05/2006	Class A Common Stock, $.01 par value	1,266	$ 7.0555	I	By Spouse
Employee Stock Option (Right to Buy)	  (9)	05/22/2007	Class A Common Stock, $.01 par value	3,000	$ 14.2333	I	By Spouse
Employee Stock Option (Right to Buy)	  (10)	07/30/2008	Class A Common Stock, $.01 par value	1,650	$ 14.94	I	By Spouse
Employee Stock Option (Right to Buy)	  (11)	05/11/2009	Class A Common Stock, $.01 par value	1,000	$ 23.45	I	By Spouse

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Benz James W 66 FIELD POINT ROAD GREENWICH, CT 06830	Â	Â	  Chief Operating Officer	Â

Signatures

Adam B. Frankel, Attorney In Fact for James W. Benz		02/27/2006
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	Includes 1,080 additional shares omitted from the Form 3 filed May 12, 2005 and from each subsequent Form 4 filed by the reporting person. Includes 1,030 shares of restricted stock granted under the Genesee & Wyoming Inc. 2004 Omnibus Incentive Plan ("Restricted Shares"). The Restricted Shares will vest in two installments of 515 on May 11, 2006 and May 11, 2007.
(2)	This option is fully exercisable.
(3)	This option is exercisable currently as to 6,000 of such shares, and will become exercisable as to 3,000 shares on May 23, 2005 and as to 3,000 shares on May 23, 2006.
(4)	This option is exercisable currently as to 1,287 of such shares and will become exercisable as to 660 shares on July 31, 2005.
(5)	This option is exercisable currently as to 1,713 of such shares, and will become exercisable as to 2,340 shares on July 31, 2005, as to 3,000 shares on July 31, 2006 and as to 3,000 shares on July 31, 2007.
(6)	This option will become exercisable as to 3,750 of such shares on May 12, 2005, as to 3,218 shares on May 12, 2006 and as to 1,397 shares on May 12, 2007.
(7)	This option will become exercisable as to 532 of such shares on May 12, 2006 and as to 2,353 shares on May 12, 2007.
(8)	This option is fully exercisable.
(9)	This option is exercisable currently as to 1,500 of such shares, and will become exercisable as to 750 shares on May 23, 2005 and as to 750 shares on May 23, 2006.
(10)	This option is exercisable currently as to 412 of such shares, and will become exercisable as to 413 shares on July 31, 2005, as to 412 shares on July 31, 2006 and as to 413 shares on July 31, 2007.
(11)	This option will become exercisable as to 334 of such shares on May 12, 2005, as to 333 shares on May 12, 2006 and as to 333 shares on May 12, 2007.

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