+=============================================================================== 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): May 3, 2004 GENESEE & WYOMING INC. (Exact name of registrant as specified in its charter) DELAWARE (State or other jurisdiction of incorporation) 001-31456 06-0984624 (Commission File Number) (I.R.S. Employer Identification No.) 66 FIELD POINT ROAD, GREENWICH, CONNECTICUT 06830 (Address of principal executive offices) (Zip Code) (203) 629-3722 (Registrant's telephone number, including area code) (NOT APPLICABLE) (Former name or former address, if changed since last report) ================================================================================ ITEM 12. Results of Operations and Financial Condition The following Press Release, filed as Exhibit 99, and the information set forth therein is furnished under Item 12, Disclosure of Results of Operations and Financial Condition. The Press Release was issued by Genesee & Wyoming Inc. on May 3, 2004, announcing Genesee & Wyoming Inc.'s financial results for the first quarter of 2004, which is incorporated herein by reference. 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. May 3, 2004 By: /s/ John C. Hellmann -------------------------------------------- John C. Hellmann Chief Financial Officer