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 * HELLMANN JOHN C   2. Issuer Name and Ticker or Trading Symbol GENESEE & WYOMING INC [GWR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Financial Officer (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 12/30/2004   M   25,313 A $ 4.4445 35,525 D   Class B Common Stock, $.01 par value               1,248 (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

Stock Option (Right to Buy)

$ 4.4445

12/30/2004

M

25,313

04/14/2004

04/13/2005

Class A Common Stock, $.01 par value

25,313 (2)

$ 0

0

D

Stock Option (Right to Buy)

$ 7.0555

(3)

04/05/2006

Class A Common Stock, $.01 par value

42,188 (3)

42,188 (3)

D

Stock Option (Right to Buy)

$ 14.2333

(4)

05/22/2007

Class A Common Stock, $.01 par value

37,501 (4)

37,501 (4)

D

Stock Option (Right to Buy)

$ 14.94

(5)

07/30/2008

Class A Common Stock, $.01 par value

45,000 (5)

45,000 (5)

D

Stock Option (Right to Buy)

$ 23.45

(6)

05/11/2009

Class A Common Stock, $.01 par value

37,500 (6)

37,500 (6)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
HELLMANN JOHN C C/O GENESEE & WYOMING INC. 66 FIELD POINT ROAD GREENWICH, CT 06830			Chief Financial Officer

Signatures

John C. Hellmann		12/30/2004
**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)	The Class B Common Stock is not registered pursuant to Section 12 of the Act. However, each share of Class B Common Stock is freely convertible into one share of Class A Common Stock.
(2)	This option was previously reported by Mr. Hellmann.
(3)	This option was previously reported by Mr. Hellmann. Mr. Hellmann can exercise the option as follows: 10,545 shares on 4/6/02, 10,548 shares on 4/6/03, 10,547 shares on 4/6/04 and 10,548 shares on 4/6/05.
(4)	This option was previously reported by Mr. Hellmann. Mr. Hellmann can exercise the option as follows: 9,375 shares on 5/23/03, 9,375 shares on 5/23/04, 9,375 shares on 5/23/05 and 9,376 shares on 5/23/06.
(5)	This option was previously reported by Mr. Hellmann. Mr. Hellmann can exercise the option as follows: 11,250 shares on 7/31/04, 11,250 shares on 7/31/05, 11,250 shares on 7/31/06 and 11,250 shares on 7/31/07.
(6)	This option was previously reported by Mr. Hellmann. Mr. Hellmann can exercise the option as follows: 12,500 shares on 5/12/05, 12,500 shares on 5/12/06 and 12,500 shares on 5/12/07.

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.