Ownership Submission
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Miller Michael O
2. Date of Event Requiring Statement (Month/Day/Year)
10/01/2018
3. Issuer Name and Ticker or Trading Symbol
GENESEE & WYOMING INC [GWR]
(Last)
(First)
(Middle)
C/O GENESEE & WYOMING INC., 20 WEST AVENUE
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President, North America
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

DARIEN, CT 06820
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 23,851 (1)
D
 

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
Stock Option (Right to Buy)   (2) 11/28/2018 Class A Common Stock, $.01 par value 1,496 $ 96.2 D  
Stock Option (Right to Buy)   (2) 02/27/2019 Class A Common Stock, $.01 par value 3,728 $ 98.92 D  
Stock Option (Right to Buy)   (2) 05/29/2019 Class A Common Stock, $.01 par value 3,614 $ 97.35 D  
Stock Option (Right to Buy)   (2) 08/28/2019 Class A Common Stock, $.01 par value 3,992 $ 98.33 D  
Stock Option (Right to Buy)   (2) 11/27/2019 Class A Common Stock, $.01 par value 3,711 $ 98.59 D  
Stock Option (Right to Buy)   (2) 02/26/2020 Class A Common Stock, $.01 par value 3,527 $ 103.1 D  
Stock Option (Right to Buy)   (2) 05/28/2020 Class A Common Stock, $.01 par value 4,277 $ 82.34 D  
Stock Option (Right to Buy)   (2) 08/30/2020 Class A Common Stock, $.01 par value 4,249 $ 68.38 D  
Stock Option (Right to Buy)   (2) 11/29/2020 Class A Common Stock, $.01 par value 4,538 $ 69.27 D  
Stock Option (Right to Buy)   (3) 02/25/2021 Class A Common Stock, $.01 par value 20,150 $ 57.12 D  
Stock Option (Right to Buy)   (4) 02/27/2022 Class A Common Stock, $.01 par value 16,226 $ 74.14 D  
Stock Option (Right to Buy)   (5) 02/27/2025 Class A Common Stock, $.01 par value 16,226 $ 69.53 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Miller Michael O
C/O GENESEE & WYOMING INC.
20 WEST AVENUE
DARIEN, CT 06820
      President, North America  

Signatures

Allison M. Fergus, Attorney-in-Fact for Michael O. Miller 10/02/2018
**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) This amount includes 13,241 shares of Class A Common Stock represented by unvested restricted stock granted under the Fourth Amended and Restated 2004 Omnibus Incentive Plan of Genesee & Wyoming Inc. (the "Plan"), of which 4,463 shares will vest on February 26, 2019, 1,548 shares will vest on February 28, 2019, 2,421 shares will vest on February 26, 2020, 1,548 shares will vest on February 28, 2020, 2,422 shares will vest on February 26, 2021 and 839 shares will vest on February 28, 2021.
(2) This option award was granted under the Plan and is fully exercisable as of the date hereof.
(3) This option award was granted under the Plan and is exercisable as to 13,433 of such shares as of the date hereof and will become exercisable as to 6,717 of such shares on February 26, 2019.
(4) This option award was granted under the Plan and is exercisable as to 5,409 of such shares as of the date hereof and will become exercisable as to 5,408 of such shares on February 28, 2019 and 5,409 of such shares on February 28, 2020.
(5) This option award was granted under the Plan and will become exercisable as to 5,409 shares on February 28, 2019, 5,408 shares on February 28, 2020 and 5,409 shares on February 28, 2021.

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