SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES

EXCHANGE ACT OF 1934

Filed by the Registrant þ

Filed by a Party other than the Registrant o

Check the appropriate box:

GENESEE & WYOMING INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

GENESEE & WYOMING INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

May 18, 2005

       The Annual Meeting of Stockholders of Genesee & Wyoming Inc. will be held at the Rye Town Hilton, 699 Westchester Avenue, Rye Brook, New York, 10573 on Wednesday, May 18, 2005 at 10:00 a.m., local time, for the following purposes:

      Our Board of Directors has fixed the close of business on March 22, 2005 as the record date for the determination of stockholders entitled to notice of and to vote at our Annual Meeting and any adjournments or postponements of that meeting.

      To be sure that your shares are properly represented at our Annual Meeting, whether you attend or not, please complete, sign, date and promptly mail the enclosed proxy card in the enclosed envelope, or follow the instructions on your proxy card for voting by telephone or electronically through the Internet. If your shares are held in the name of a bank, broker or other holder of record, their procedures should be described on the voting form they send to you.

      Along with the attached proxy statement for our Annual Meeting, we are enclosing our 2004 Annual Report, which includes our financial statements.

April 8, 2005

GENESEE & WYOMING INC.

66 Field Point Road

Greenwich, Connecticut 06830

PROXY STATEMENT

       The Board of Directors of Genesee & Wyoming Inc. is soliciting proxies to be voted at the Annual Meeting of Stockholders of Genesee & Wyoming Inc. to be held at the Rye Town Hilton, 699 Westchester Avenue, Rye Brook, New York, 10573 on Wednesday, May 18, 2005 at 10:00 a.m. local time and at any adjournments or postponements of the Annual Meeting.

      This proxy statement and the enclosed proxy are first being mailed to our stockholders on or about April 8, 2005.

TABLE OF CONTENTS

GENERAL INFORMATION

Why am I receiving this proxy statement?

      Our Board is soliciting proxies for our 2005 Annual Meeting of Stockholders and we will bear the cost of this solicitation. You are receiving a proxy statement because you owned shares of our stock on March 22, 2005. Your ownership of shares on that date entitles you to vote at our Annual Meeting. By using the attached proxy, you are able to vote whether or not you attend our Annual Meeting. This proxy statement describes the matters on which we would like you to vote and provides information on those matters so that you can make an informed decision when you do vote.

What will I be voting on?

How do I vote?

      You can vote either in person at our Annual Meeting or by proxy without attending our Annual Meeting. We urge you to vote by proxy even if you plan to attend our Annual Meeting so that we will know as soon as possible that enough votes will be present for us to hold the meeting. If you attend the meeting in person, you may vote at the meeting and your proxy will not be counted. You should follow the instructions set forth on the proxy card, being sure to complete it, to sign it and to mail it in the enclosed postage-paid envelope.

      If your shares are held in “street name,” please refer to the information forwarded to you by your bank, broker or other holder of record to see what you must do in order to vote your shares.

Can I vote by telephone or electronically?

      If you are a registered stockholder (meaning that you hold your stock in certificate form or participate in the Genesee & Wyoming Inc. Employee Stock Purchase Plan (“Stock Purchase Plan”)) you may transmit voting instructions by telephone or electronically through the Internet by following the instructions on your proxy card. If your shares are held in “street name,” please contact your bank, broker or other holder of record to determine whether you will be able to transmit voting instructions by telephone or electronically. The deadline for transmitting voting instructions by telephone or electronically is 11:59 p.m., Eastern Daylight Time, on Tuesday, May 17, 2005.

Can I change my vote?

      Yes. At any time before your proxy is voted you may change your vote by:

      If your shares are held in “street name,” please refer to the information forwarded to you by your bank, broker or other holder of record for procedures on revoking or changing your proxy vote.

How many votes do I have?

      If you are a holder of our Class A Common Stock, then you are entitled to one vote at our Annual Meeting for each share of our Class A Common Stock that you held on March 22, 2005. If you are a holder of shares of our Class B Common Stock, then you are entitled to ten votes at our Annual Meeting for each share of our Class B Common Stock that you held on March 22, 2005. All matters to be voted on at our Annual

Meeting will be voted on by the holders of our Class A Common Stock and Class B Common Stock, voting together as a single class.

How many shares are entitled to vote?

      On March 22, 2005, there were 24,409,111 shares of our Class A Common Stock and 2,650,122 shares of our Class B Common Stock. There is no cumulative voting.

How many votes must be present to hold the meeting?

      The holders of a majority of the voting power of the Class A Common Stock and Class B Common Stock must be present in person or by proxy to hold our Annual Meeting.

How many votes are required for the proposals to pass?

      Directors are elected by a plurality vote. Accordingly, the two director nominees with the greatest number of votes cast will be elected. The proposal to ratify the selection of PwC as our independent registered public accounting firm requires the approval of a majority of the votes present, in person or by proxy, and entitled to vote on the matter.

What if I decide to abstain?

      Abstentions will count as shares present for determining if a quorum is present at the Annual Meeting. Abstentions related to a proposal other than the election of directors will count as a “no” vote.

What if I do not specify a choice for a matter when returning a proxy?

      Stockholders should specify their choice for each matter on the enclosed proxy. If no specific instructions are given, proxies which are signed and returned will be voted FOR the election of each of the director nominees and FOR the proposal to ratify the appointment of PwC as our independent registered public accounting firm.

What if I don’t return my proxy card and don’t attend our Annual Meeting?

      If you are a holder of record (that is, your shares are registered in your own name with our transfer agent) and you don’t vote your shares, your shares will not be voted. If your shares are held in “street name,” and you don’t give your bank, broker or other holder of record specific voting instructions for your shares, under rules of the New York Stock Exchange, your recordholder can vote your shares for the election of directors. For other proposals, if you don’t give your recordholder specific instructions and your recordholder does not have discretionary authority to vote your shares, the votes will be “broker non-votes.” “Broker non-votes” will have no effect on the matters submitted to our stockholders for approval but will be counted as present for purposes of determining whether enough votes are present to hold our Annual Meeting.

What happens if a nominee for director declines or is unable to accept election?

      If you vote by proxy, and if unforeseen circumstances make it necessary for our Board to substitute another person for a nominee, we will vote your shares for that other person.

Is my vote confidential?

      Yes. Your voting records will not be disclosed to us except:

      The inspectors of election must comply with confidentiality guidelines that prohibit disclosure of specific votes to us. Our inspectors of election are both officers of our Company.

Will any one contact me regarding this vote?

      No arrangements or contracts have been made with any solicitors as of the date of this proxy statement, although we reserve the right to engage solicitors if we deem them necessary. Such solicitations may be made by mail, telephone, facsimile, e-mail or personal interviews.

ANNUAL REPORT

Will I receive a copy of Genesee & Wyoming’s Annual Report to Stockholders?

      We have enclosed our Annual Report to Stockholders for the fiscal year ended December 31, 2004 with this proxy statement. The Annual Report includes our audited financial statements, along with other financial information about our Company, which we urge you to read carefully.

How can I receive a copy of Genesee & Wyoming’s Annual Report on Form 10-K?

      Our Annual Report on Form 10-K for the fiscal year ended December 31, 2004, as filed with the Securities and Exchange Commission (the “SEC ”), is included in the Annual Report to Stockholders, which accompanies this proxy statement.

      You can also obtain, free of charge, a copy of our Form 10-K by:

      You can also obtain a copy of our Form 10-K and other periodic filings that we make with the SEC from the SEC’s EDGAR database at www.sec.gov.

ELECTION OF DIRECTORS

      We currently have nine directors. Our Certificate of Incorporation provides for a classified Board, consisting of three classes of directors, with each class serving staggered three-year terms. As a result, only a portion of our Board is elected each year. The two directors identified below are to be elected by our stockholders at our upcoming Annual Meeting, each to hold office for a three-year term expiring in 2008 or until his successor is duly elected and qualifies:

Proposed For Election as Directors

for a Three-Year Term Expiring in 2008

      Our Board recommends the election of each of Mortimer B. Fuller III and Robert M. Melzer, each of whom has also been nominated by our Board’s Governance Committee, which is comprised exclusively of independent directors. Mortimer B. Fuller III and Robert M. Melzer were previously elected by our stockholders. The term of T. Michael Long, one of our current directors, expires at this Annual Meeting, and he will not be standing for re-election.

      Unless authority to vote for one or both of the nominees is specifically withheld according to the instructions, proxies in the enclosed form will be voted FOR the election of Messrs. Fuller and Melzer. Our Board does not contemplate that either of the nominees will be unable to serve as a director, but if that contingency should occur prior to the voting of the proxies, the persons named in the enclosed proxy reserve the right to vote for such substitute nominee or nominees as they, in their discretion, may determine.

Directors Whose Terms Do Not Expire at the Annual Meeting

      The following table sets forth certain information with respect to each of our directors whose term in office does not expire at the Annual Meeting.

Terms Expiring at Annual Meeting in 2006

Terms Expiring at Annual Meeting in 2007

RELATED PARTY TRANSACTIONS

      Class B Stockholders’ Agreement. Genesee & Wyoming Inc., Mr. Mortimer B. Fuller III, our other executive officers (the “Other Executives”) and all holders of the Class B Common Stock are parties to a Class B Stockholders’ Agreement dated as of May 20, 1996. Under that agreement, if a party proposes to transfer shares of Class B Common Stock in a transaction that will not result in the automatic conversion of those shares into shares of Class A Common Stock, the Other Executives have the right to purchase up to an aggregate of 50% of those shares, and Mr. Fuller has the right to purchase the balance, all at the then-current market price of the Class A Common Stock. If Mr. Fuller does not purchase the entire balance of the shares, the Other Executives have the right to purchase the shares that remain. Such purchase rights also apply if the employment of any of the Other Executives terminates for any reason. The effect of this agreement is to concentrate ownership of the Class B Common Stock, which entitles the holders thereof to ten times the voting power, per share, of the Class A Common Stock, in the hands of our management, particularly Mr. Fuller. See “SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.”

      Agreement with The 1818 Fund. Mr. Long (a current director whose term expires at the Annual Meeting and who is not standing for re-election) is a partner at Brown Brothers Harriman & Co. which is the general partner of The 1818 Fund III, L.P. (“The 1818 Fund”), and Mr. Long shares management and investment responsibility for The 1818 Fund. We entered into a Stock Purchase Agreement with The 1818 Fund on October 19, 2000. Pursuant to that agreement, on December 12, 2000 we issued to The 1818 Fund 20,000 shares of our Series A Preferred Stock (the “Preferred Stock”) for a purchase price of $20,000,000. On December 11, 2001, The 1818 Fund exercised an option to purchase an additional 5,000 shares of Preferred Stock for a purchase price of $5,000,000, thus bringing the total number of shares of Preferred Stock owned by The 1818 Fund after such purchase to 25,000. On June 1, 2004, the 1818 Fund converted 22,886 shares of Preferred Stock into 3,358,303 shares of Class A Common Stock. These shares were sold in a secondary public offering. The 1818 Fund subsequently converted its remaining 2,114 Preferred Shares into 310,175 shares of Class A Common Stock. Upon the sale of the remaining shares, The 1818 Fund ceased to be a beneficial owner of any of our Class A Common Stock, terminating all prior agreements we had with The 1818 Fund and any of its shareholders.

      Commercial Relationship with Sperry Rail. Mr. Scannell is the Chairman and Chief Executive Officer of Rockwood Service Corporation. One of Rockwood Service Corporation’s subsidiaries, Sperry Rail, Inc. (“Sperry Rail”) provides rail flaw inspection services to railroads, including a number of our subsidiaries. For 2004, the billings for those services were approximately $170,000, which, according to representations made by Sperry Rail, accounted for less than 1% of its consolidated gross revenues. In 1998, one of our trains in Canada derailed, resulting in damage to some of our cars and their cargo. All of the damage caused by the derailment was covered by our insurance, except for a CAN$50,000 deductible. In 2000, our insurer brought a subrogation action in the name of certain of our subsidiaries against Sperry Rail, which had recently inspected that portion of the track and had not reported any defects. Our insurance carrier has claimed that the defective track was the cause of the derailment, but Sperry Rail has disputed this claim and has also relied on the terms of its inspection contract which contained exculpatory language in respect to failure to find or report a defect. Our interest in this case is limited to our deductible. Trial is set for December of 2005.

CORPORATE GOVERNANCE

Director Independence

      Pursuant to the General Corporation Law of the State of Delaware, the state under which we are organized, and our by-laws, our business, property and affairs are managed by or under the direction of our Board. Members of our Board are kept informed of our business through discussions with our Chief Executive Officer and other officers, by reviewing materials provided to them and by participating in meetings of the Board and its committees and visiting various facilities and operations.

      In order to provide guidance on the composition and function of our governing body, our Board has adopted Corporate Governance Principles. Our Board’s Goverance Committee reviews these principles at least annually and submits any proposed revisions or amendments to our Board for consideration. The complete version of our Corporate Governance Principles is attached as Annex I to this proxy statement and you can find a link to the document on our website at www.gwrr.com under the Governance link. A copy may also be obtained upon request from our Corporate Secretary. This past year, our Board enhanced its Corporate Governance Principles by, among other things, adopting a definition of director independence that incorporates the listing standards of the New York Stock Exchange. These independence standards set forth certain relationships that our Board, in its judgment, has deemed to be material or immaterial for purposes of assessing a director’s independence. In the event a director maintains any relationship with us that is not specifically addressed in these standards, the independent members of our Board will determine whether such relationship is material. The independence standards are contained within the Corporate Governance Principles.

      With these new standards in mind, the Governance Committee undertook its annual review of director independence and reviewed with our Board its findings. During this review, our Board considered transactions and relationships between each director or any member of his or her immediate family and our Company and its subsidiaries and affiliates, including those reported under “RELATED PARTY TRANSACTIONS” above. Our Board also examined transactions and relationships between directors or their affiliates and members of our senior management. The purpose of this review was to determine whether any such relationships or transactions compromised a director’s independence.

      As a result of this review, our Board affirmatively determined that all of our directors are independent under the independence standards set forth in the Corporate Governance Principles, with the exception of Mortimer B. Fuller III and Louis S. Fuller. By virtue of his position as an executive officer of our Company, Mortimer B. Fuller III is not considered an independent director. Louis Fuller, who is the first cousin of Mortimer B. Fuller III, is not considered independent due to this relationship. In reaching its conclusion regarding each of the other directors, our Board considered that our Company and its subsidiaries in the ordinary course of business sell products and services to, and/or purchase products and services from, companies at which Messrs. Anestis and Scannell serve or recently served as an executive officer. Mr. Scannell is also a significant indirect shareholder of Sperry Rail. In each case, the amount paid to, received or otherwise claimed from these companies in each of the last three years did not approach the 2% of total revenue threshold in the independence standards referenced above, falling well below 1%. Our Board also determined that these transactions were not otherwise material to us or to our directors. Our Board, therefore, determined that none of these relationships impaired the independence of the directors. Our Board has also determined that all of the directors who serve on board committees are “independent” for purposes of Section 303A of the Listed Company Manual of the New York Stock Exchange and that the members of the Audit Committee are also “independent” for purposes of Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Committees of the Board

      Our Board has three standing committees: an Audit Committee, a Compensation Committee and a Governance Committee. The following table shows the membership of each of our Board’s standing committees, and the number of meetings held by each of those committees during 2004:

     Our Board has adopted a charter for each of the three standing committees that addresses the composition and function of each committee. You can find links to these materials on our website at www.gwrr.com under the Governance link, and we will provide a printed copy of these materials to any stockholder who requests it by contacting our Corporate Secretary at 66 Field Point Road, Greenwich, CT 06830.

      General. The Audit Committee assists our Board in fulfilling its responsibility relating to the oversight of: (i) the quality and integrity of our financial statements, (ii) our compliance with legal and regulatory requirements, (iii) our independent registered public accounting firm’s qualifications and independence, and (iv) the performance of our internal audit function and independent registered public accounting firm. The Audit Committee Charter can be found in Annex II to this proxy statement. The Audit Committee’s report relating to 2004 appears on page 29 of this proxy statement.

      Financial Literacy and Expertise. Our Board has determined that each of the members of the Audit Committee is “financially literate” within the meaning of the listing standards of the New York Stock Exchange. In addition, our Board has determined that Mr. Melzer qualifies as an “Audit Committee Financial Expert” as defined by applicable SEC regulations and that he has “accounting or related financial management expertise” within the meaning of the listing standards of the New York Stock Exchange. The Board reached its conclusion as to Mr. Melzer’s qualification based on his education and experience in the field, most notably his service as the Chief Financial Officer of Property Capital Trust from 1990 through 1996, and his experience as an audit committee chairman at another public company.

      The Compensation Committee discharges the responsibilities of our Board relating to the oversight of our compensation programs and compensation of our executives. The Compensation Committee’s report relating to 2004 appears on pages 22 to 27 of this proxy statement. Each of the members of the Compensation Committee is an outside director within the meaning of Section 162(m) of the Internal Revenue Code.

      The Governance Committee assists our Board in fulfilling its responsibility relating to corporate governance by (i) identifying individuals qualified to become directors and recommending that our Board select the candidates for all directorships to be filled by our Board or by our stockholders, (ii) developing and recommending the content of our Corporate Governance Principles to our Board, and (iii) otherwise taking a leadership role in shaping our corporate governance. In evaluating candidates for directorships, our Board, with the help of the Governance Committee, takes into account a variety of factors it considers appropriate, which may include the following: strength of character and leadership skills; general business acumen and experience; broad knowledge of the rail freight business or of other modes of transportation; knowledge of strategy, finance, relations between transportation and government and international business; age; number of other board seats; and willingness to commit the necessary time — all to ensure an active Board whose members work well together and possess the collective knowledge and expertise required by the Board. We have not previously paid a fee to any third party in consideration for assistance in identifying potential nominees for our Board.

Stockholder Recommendations for Director Nominations

      As noted above, the Governance Committee considers and establishes procedures regarding recommendations for nomination to our Board, including nominations submitted by stockholders. Such recommendations should be sent to the attention of the Corporate Secretary, Genesee & Wyoming Inc., 66 Field Point Road, Greenwich, Connecticut 06830. Any recommendations submitted to the Corporate Secretary should be in writing and should include any supporting material the stockholder considers appropriate in support of that recommendation, but must include the information that would be required under the rules of the SEC in a proxy statement soliciting proxies for the election of such candidate and a signed consent of the candidate to

serve as one of our directors, if elected. Stockholders must also satisfy the notification, timeliness, consent and information requirements set forth in our by-laws.

      The Governance Committee evaluates all potential candidates in the same manner, regardless of the source of the recommendation. Based on the information provided to the Governance Committee, it will make an initial determination whether to conduct a full evaluation of a candidate. As part of the full evaluation process, the Governance Committee may conduct interviews, obtain additional background information and conduct reference checks of candidates. The Governance Committee may also ask the candidate to meet with management and other members of our Board. In evaluating a candidate, our Board, with the assistance of the Governance Committee, takes into account a variety of factors as described in our Corporate Governance Principles.

Meeting Attendance

      Our Board held seven meetings (five in person and two telephonic) during 2004 and our Board’s standing committees held a total of 24 meetings. Each of our directors attended at least 75% of (a) the total number of Board meetings and (b) the total number of the meetings of the Board committees on which he served (during the periods that he served). Our policy is that all of our directors, absent special circumstances, should attend our Annual Meetings of Stockholders. All directors attended last year’s Annual Meeting of Stockholders.

Executive Sessions

      Our Corporate Governance Principles require our Board to meet in executive session regularly and require our non-employee directors to have at least four regularly scheduled meetings per year without any management or other directors present. During 2004, our Board held five executive sessions. During these non-employee director meetings, the director acting in the role of presiding director varied depending upon the topics under consideration.

Communicating with the Board

      Stockholders interested in communicating directly with our Board, our non-employee directors or an individual director may do so by writing to our Corporate Secretary, Genesee & Wyoming Inc., 66 Field Point Road, Greenwich, Connecticut 06830, attention: the Board, non-employee directors or the name of the individual director, as applicable. Communications are distributed to our Board, or to any individual director or directors as appropriate, depending on the facts and circumstances outlined in the communication. In that regard, our Board has requested that certain items that are unrelated to its duties and responsibilities should be excluded, such as:

In addition, material that is unduly hostile, threatening, illegal or similarly unsuitable will be excluded, with the provision that any communication that is filtered out must be made available to any non-employee director upon request. Any concerns relating to accounting, internal controls or auditing matters will be brought to the attention of our Audit Committee. In addition, for such matters, stockholders and others are encouraged to use our hotline discussed below.

Hotline for Accounting or Auditing Matters

      As part of the Audit Committee’s role to establish procedures for the receipt of complaints regarding accounting, internal accounting controls or auditing matters, we established a hotline for the anonymous submission of concerns regarding questionable accounting or auditing matters. Any matters reported through the hotline that involve accounting, internal controls or audit matters, or any fraud involving management or persons who have a significant role in our internal controls, will be reported to the Chairman of our Audit Committee. Our current hotline number is (800) 589-3280.

Code of Ethics

      We have a Code of Ethics applicable to all employees of our Company, including the Chief Executive Officer, the Chief Financial Officer, Chief Accounting Officer and, to the extent it applies to their activities, all members of our Board. You can find a link to our Code of Ethics on our website at www.gwrr.com under the Governance link, and we will provide a printed copy of our Code of Ethics to any stockholder who requests it by contacting our Corporate Secretary at 66 Field Point Road, Greenwich, CT 06830. We intend to post amendments to or waivers (express or implied) from certain provisions of our Code of Ethics (to the extent applicable to our Chief Executive Officer, Chief Financial Officer or Chief Accounting Officer) at the same location on our website as our Code of Ethics.

Board Evaluations

      Each year our Board evaluates its performance through the administration of an evaluation developed by the Governance Committee. Each member of our Board completes an evaluation, providing specific feedback on various aspects of the Board’s role, organization and meetings. Once our Secretary has compiled the evaluation results, the Chairman of our Governance Committee presents the contents to our full Board. As part of the evaluation, our Board assesses its progress in achieving the goals it established the previous year, and develops recommendations to enhance its effectiveness in the year to come. In addition to this process, each committee of our Board conducts its own annual performance evaluation.

DIRECTORS’ COMPENSATION

Directors’ Cash Compensation

      During 2004, our directors earned an aggregate amount of $397,300 for service on our Board and its committees, which consisted of $324,000 in Board and committee fees and $73,300 in additional credited fees due to the deferral of fees discussed below under “— Deferral of Cash Compensation.” We also reimburse our directors for travel expenses in connection with their attendance of Board and committee meetings, and trips to our facilities and operations. All of our non-employee directors are qualified to receive fees.

      Each of our non-employee directors receives an annual cash retainer fee of $20,000 per year, with an additional fee of $2,000 for each Board meeting the director attends in person and $400 for each meeting the director attends telephonically. Directors who serve on a Board committee receive a $1,000 fee for each committee meeting they attend in person and a $400 fee for each meeting they attend telephonically. In addition, the Chairman of the Audit Committee is entitled to receive an additional annual fee of $10,000, and the Chairman of the Governance Committee and the Chairman of the Compensation Committee receive annual fees of $5,000 each. These fees are paid quarterly.

      The following table outlines the fees earned by each of our non-employee directors in 2004 but excludes any fees credited due to the deferral of fees discussed below:

Deferral of Cash Compensation

      Prior to May 12, 2004, under our Genesee & Wyoming Inc. Deferred Stock Plan for Non-Employee Directors (“Deferred Stock Plan”), each non-employee director could elect to have all or a portion of his fees paid in deferred stock units representing shares of our Class A Common Stock. Each participating director’s Deferred Stock Plan account was credited with 125% of the cash compensation he elected to defer under the Deferred Stock Plan. The number of deferred stock units credited to each participating director’s account is equal to the result obtained by dividing (i) the dollar amount credited to such director’s account by (ii) the per share market price of the Class A Common Stock on the last business day of the month in which such director would have otherwise been entitled to receive the cash compensation. Dividends (if any) payable on the Class A Common Stock were likewise credited as additional units in the Deferred Stock Plan accounts, and the number of units in the Deferred Stock Plan accounts were subject to customary anti-dilution adjustments. A non-employee director is not entitled to vote or transfer the Class A Common Stock represented by the deferred stock units in his Deferred Stock Plan account until those deferred stock units are paid out to him in shares. These shares will be paid out to the participating director or his designated beneficiaries (i) on the deferred payment date previously elected by him or (ii) if earlier, upon his death, long-term disability or cessation of service as a director. Upon the adoption of our 2004 Omnibus Incentive Plan (the “Omnibus Plan”), the outstanding awards under the Deferred Stock Plan became outstanding under the Omnibus Plan on the same terms and conditions as previously existed, to the extent such terms do not otherwise conflict with the Omnibus Plan, and under the Omnibus Plan, we continue to offer deferred stock unit awards on substantially similar terms, to the extent such terms do not otherwise conflict with the Omnibus Plan.

Directors’ Matching Gift Plan

      Our Directors’ Matching Gift Plan is designed to provide an additional incentive for our directors to contribute to educational, cultural, environmental and charitable organizations of their choice. We will match gifts without restriction in amounts from $50 to $5,000 per donor per year. The recipient organizations must be tax-exempt 501(c)(3) organizations. In addition, (x) arts or cultural organizations must be open to and operated for the benefit of the public, (y) environmental conservation organizations must be affiliated with national, regional or state-level organizations, must provide public benefits beyond individual communities and must engage in conservation efforts related to land, air and water use, and (z) for contributions to any type of organization, the organization must not have any religious affiliation. In 2004, we contributed $23,825 pursuant to this plan. All charitable deductions we made pursuant to this plan accrue solely to our Company, and our individual directors do not derive any personal financial benefit from the plan’s implementation.

Directors’ Equity Compensation

      Under the Omnibus Plan, non-employee directors receive annual grants of restricted stock or restricted stock units (collectively, “Restricted Shares”) with a value equal to approximately $40,000 in each year of their three year terms. For the first year of a director’s term, the annual award will vest in three equal installments on the dates of each of the next three Annual Meetings of Stockholders. For the second year of the director’s term, one-half of the annual Restricted Share grant will vest on the date of each of the next two Annual Meetings of Stockholders. For the final year of the term, the entire amount of the annual grant will vest on the date of the following year’s Annual Meeting of Stockholders. In 2004, these grants were made on August 5, 2004, the second business day after the announcement of our second quarter earnings. In future years, we expect the grants to occur on the date of the Annual Meeting of Stockholders.

Compensation for Membership on ARG’s Board

      Messrs. Ringo and Young serve at our request on the board of directors of the Australian Railroad Group Pty Ltd (“ARG”), a joint venture between us and Wesfarmers Limited. We pay each of them fees of $20,000 per year, plus $5,000 for each ARG board meeting attended in person and $1,000 for each ARG board meeting attended by telephone. We also reimburse them for travel expenses in connection with attendance of ARG board meetings. During 2004, for these services, we paid to Messrs. Ringo and Young cash directors’ fees in the aggregate amount of $92,500. The ARG fees are not included in the aggregate amount of our directors’ fees discussed under “— Directors’ Cash Compensation.”

Ownership Guidelines

      Our Board believes that ownership of our Company’s stock by its members aligns their interests with the interests of our stockholders. Therefore, our Board has adopted stock ownership guidelines which require our directors to acquire and hold approximately 5,000 shares, either directly or indirectly, within five years of being first elected to our Board.

EXECUTIVE OFFICERS

Current Makeup and Changes from Last Year

      Mortimer B. Fuller III, age 62, has been our Chairman of the Board and Chief Executive Officer since 1977. See “ELECTION OF DIRECTORS” above for further information about Mr. Fuller.

      Charles N. Marshall, age 63, has been our President and Chief Operating Officer since October 1997. He has 43 years of railroad industry experience with Consolidated Rail Corporation (Conrail), Southern Railway and the Chessie System Railroad (now part of CSX Transportation, Inc.). He was Senior Vice President-Development when he left Conrail in 1995 and also served as Senior Vice President-Marketing & Sales and in positions in legal, public and government affairs. Immediately prior to joining us in 1997, Mr. Marshall worked as a consultant to short line and regional railroads, including our railroads, specializing in developing acquisition opportunities within and outside the United States. Mr. Marshall served as one of our directors from July to October 1997, when he resigned in accordance with our policy that all directors other than the Chairman and Chief Executive Officer be non-employees.

      John C. Hellmann, age 34, has been our Chief Financial Officer since January 2000. Prior to joining the Company, Mr. Hellmann was an investment banker at Lehman Brothers Inc. in the Emerging Communications Group and at Schroder & Co. Inc. in the Transportation Group. Mr. Hellmann has also worked for Weyerhaeuser Company in Japan and mainland China. Mr. Hellmann received an A.B. from Princeton University, an M.B.A. from The Wharton School, and an M.A. from The Johns Hopkins University School of Advanced International Studies. Mr. Hellmann is a director of Heating Oil Partners Income Fund, as is Mr. Young.

      Adam B. Frankel, age 37, has been our Senior Vice President, General Counsel and Secretary since May 2003. Previously, he was with Ford Motor Company where he served since 1999 as a corporate and

transactions attorney in the Office of General Counsel and as a Business Manager for Mergers and Acquisitions in Diversified Consumer Services. Between 1995 and 1999, he was an associate with Simpson, Thacher & Bartlett LLP in London and New York. Mr. Frankel received a B.A. in Economics from Brown University in 1989 and his J.D. from Stanford University School of Law in 1993.

      Charles W. Chabot, age 58, became our President-Marketing & Development in February 2002. Previously, he was Senior Vice President-Australia, a position to which he was appointed in October 1997. In addition, from December 2000 until February 2002, he served as Chief Executive Officer of ARG. From 1992 to 1997, Mr. Chabot served as Senior Vice President-New York and Pennsylvania. He joined us as Senior Vice President-Marketing and Sales in 1991 and was President of Buffalo & Pittsburgh Railroad, Inc. from 1992 to 1997. Prior to joining us, Mr. Chabot was employed for over ten years by the Chessie System Railroad (now part of CSX Transportation, Inc.), where he served in various capacities in marketing and freight equipment planning. Mr. Chabot retired from our Company on May 31, 2004.

      Robert A. Grossman, age 63, became our Executive Vice President-Government & Industry Affairs in March 2002. Prior to that, he was employed as an officer and director of Emons Transportation Group, Inc. and its predecessors since 1971. From 1986 until its acquisition by us in February 2002, Mr. Grossman served as Chairman of the Board and Chief Executive Officer of Emons Transportation Group, Inc., a public company in the short line railroad business with annual revenues of $25 million. Mr. Grossman is no longer subject to the reporting obligations of Section 16(a) of the Exchange Act.

      Alan R. Harris, age 56, was our Senior Vice President and Chief Accounting Officer until Mr. Andres joined us. Mr. Harris joined us in 1990 as our Chief Accounting Officer. Mr. Harris is a certified public accountant, and from 1985 to 1990, he was Director of Accounting, and subsequently Secretary and Treasurer, of Preston Trucking Company, Inc., an interstate carrier. Mr. Harris retired from our Company on June 1, 2004.

      James M. Andres, age 45, joined us effective March 22, 2004 as our Senior Vice President, Chief Accounting Officer and Global Controller. Mr. Andres is a certified public accountant and received his M.B.A. from Syracuse University. From 2001 to 2003, he was Vice President and Corporate Controller for Axiohm Transaction Solutions, Inc., and from 1992 to 2001 was Division Controller for New Venture Gear, Inc., a joint venture between DaimlerChrysler and General Motors.

      The foregoing executive officers serve at the discretion of our Board without specified terms of office.

Section 16(a) Beneficial Ownership Reporting Compliance

      Based on a review of filings made with the SEC and written representations of our directors and executive officers, we believe that all of our directors and executive officers complied with the reporting requirements of Section 16(a) of the Exchange Act.

EXECUTIVE COMPENSATION

      The following table and footnotes set forth information on the compensation that we paid for 2004, 2003 and 2002 to those persons who were, at December 31, 2004, the Chief Executive Officer and our other four most highly compensated executive officers during 2004. This table also includes Mr. Chabot who, but for the fact that he was not serving as an executive officer at December 31, 2004, would have been one of our other four most highly compensated executive officers during 2004 (collectively, the “Named Executives”).

Summary Compensation Table

Deferred Compensation Plan

      Starting in 2004, we began offering a Deferred Compensation Plan (“DCP”) that allows senior employees, including the Named Executives, to defer receipt of their salary and/or annual incentive payments into accounts that mirror the gains and/or losses of several different investment funds we have selected. The investment funds offered are similar but not identical to those offered under our 401(k) Savings Incentive Plan. The DCP does not offer above market fixed interest rate returns or permit participants to defer their cash compensation into our Company’s stock. Participants may defer up to 50% of base salary and 100% of annual cash incentive awards until the date(s) they have specified. Our Company is not required to make any contributions to the DCP, and the participants have an unsecured contractual commitment by our Company to pay the amounts due under the DCP. When such payments are due, the cash will be distributed from our Company’s general assets. Our Company is in the process of evaluating the steps required to make the DCP comply with the requirements of the recently enacted JOBS Act, and our Company will make the DCP compliant with the requirements of the JOBS Act within the documentation deadline of December 31, 2005 or terminate the DCP.

Stock Options

      Shown below is further information on grants of stock options to the Named Executives during 2004, each of which is exercisable for Class A Common Stock. All such options were granted under the Omnibus Plan.

Option Grants in Last Fiscal Year

      The hypothetical grant date present values are presented pursuant to the rules of the SEC and are calculated under the modified Black-Scholes Model for pricing options, a mathematical formula used to value options traded on stock exchanges. This formula considers a number of factors in estimating an option’s present value. Factors used to value the options shown on the table include the expected volatility rate of the shares underlying the option (44.99%), the risk-free interest rate (3.15%), the expected dividend yield (0%) and the expected life (three years). The actual before-tax amount, if any, realized upon the exercise of stock options will depend upon the excess, if any, of the market price of the Class A Common Stock over the option exercise price per share at the time the option is exercised. The hypothetical grant date present values of the options reflected on the table may not be realized. See “REPORT OF THE COMPENSATION COMMITTEE — Executive Compensation Program Long-Term Incentive Compensation — Equity Awards Under the Omnibus Plan — Stock Options” below for a more detailed discussion of certain terms of our stock option awards.

      At no time during the last year did we adjust or amend the exercise price of options previously granted to Named Executives. The following table includes information with respect to option exercises by the Named Executives during 2004 and all unexercised options to purchase Class A Common Stock held by the Named Executives at December 31, 2004.

Aggregated Option Exercises in Last Fiscal Year and

FY-End Option Values

Severance Agreements

      We have severance agreements (“Severance Agreements”) with each of our Named Executives which provide that upon termination of their employment within three years after a “Change in Control” (as defined in the Severance Agreements), unless we initiated such termination due to their illness, injury or incapacity for a period of six consecutive months or for “Cause” (as defined in the Severance Agreements), the Named Executive will receive a cash amount equal to three times the average annual compensation we paid him during the immediately preceding five years. The Severance Agreements provide for reduction of the amounts paid pursuant thereto to the extent that such amounts would otherwise be non-deductible to us under Section 280G of the Internal Revenue Code. Mr. Frankel’s Severance Agreement also provides that upon termination of his employment within three years after our Company is no longer required to publicly file periodic reports under the Exchange Act, he will be entitled to one-third of the amount that he would have otherwise been entitled to upon a Change in Control, subject to the same limitations and exclusions. The Severance Agreements do not require us to pay the Named Executives a set salary or pay a salary for a set period of time during such person’s term of employment.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following table and related footnotes set forth as of March 23, 2005 (except to the extent indicated in the footnotes to the table below) certain information concerning beneficial ownership of our stock held by (i) each stockholder known by us to own beneficially more than 5% of any class of stock, (ii) each of our directors, (iii) each Named Executive (see “EXECUTIVE COMPENSATION”), and (iv) all of our directors and executive officers as a group. We have calculated beneficial ownership in accordance with the rules of the SEC. Unless otherwise indicated below in the footnotes to the table, each stockholder named in the table has sole voting and investment power with respect to all shares shown as beneficially owned by that stockholder, and the designated address of each individual listed in the table is as follows: Genesee & Wyoming Inc., 66 Field Point Road, Greenwich, CT 06830. We have omitted percentages of less than 1.0% from the table.

REPORT OF THE COMPENSATION COMMITTEE*

Executive Compensation Philosophy

      The goals of our executive compensation program are to align compensation with business objectives and performance, to enable us to attract, retain and reward executives who contribute to our long-term success and to increasing stockholder value. The program reflects the following principles:

* The information in this report is not “soliciting material,” is not deemed filed with the SEC and is not to be incorporated by reference in any of our filings under the Securities Act of 1933, as amended, or the Exchange Act whether made before or after the date hereof and irrespective of any general incorporation language in any such filings.

Executive Compensation Program

      Our executive compensation program currently consists of annual salary, annual incentive compensation in the form of cash bonuses, and long-term incentive compensation in the form of equity awards. The Compensation Committee periodically reviews the effectiveness and competitiveness of the Company’s executive compensation structure with the assistance of an independent consultant. This consultant is engaged by, and reports directly to, the Compensation Committee. The Compensation Committee periodically compares the Company’s senior management compensation levels with those at companies that are included in the S&P 1500 Railroad Index used in the performance graph and table on page 28. However, the Company also competes for executive talent outside the railroad industry, and as a result, the Compensation Committee periodically considers compensation information from other industries. The Compensation Committee also considers the value of various elements of the annual compensation for each executive and all executives as a group.

Salaries

      The Compensation Committee annually reviews and makes changes to salaries of senior corporate executives based on, among other things, recommendations of the Chief Executive Officer. Factors considered are an executive’s performance, changes in competitive compensation levels and changes in the executive’s responsibilities.

Annual Incentive Compensation — GVA Methodology Under the Omnibus Plan

      For fiscal year 2004, as was the case in the prior two years, the Compensation Committee approved annual financial and safety performance goals and bonus formulas which we refer to as the Company’s Genesee Value Added, or GVA, methodology. The GVA financial performance goals for the Company as a whole and each of its regions are derived from return on invested capital measurements. The GVA safety performance goals for the Company and each of its regions are derived from ratios of the number of reportable injuries to man hours worked, as defined by the Federal Railroad Administration.

      The following table illustrates the target amount of annual cash bonus payments for senior executives of the Company, as well as the relative weights assigned to each performance measure for such individuals:

     Financial performance based bonuses can vary from zero to 200% of the target bonus amounts. To the extent that the Company, or a region in the case of a senior regional manager, generates a financial performance based bonus amount that would otherwise be greater than 200% of the target bonus amount or less than zero, the excess amount (positive or negative, as applicable) is carried forward to the subsequent year’s bonus calculations. However, no employee has any right to the excess positive amounts if his or her employment ends prior to the end of the subsequent year, and no employee has any obligations related to excess negative amounts if his or her employment terminates. Safety performance based bonuses cannot exceed targeted bonus amounts, but can be reduced to zero based on safety performance.

Long-Term Incentive Compensation — Equity Awards Under the Omnibus Plan

      Equity awards are granted at the discretion of the Compensation Committee, and equity awards for executive officers are based on its evaluation of such executive officer’s contribution and expected future contribution to our financial success.

      The Compensation Committee views stock options as an important component of overall executive compensation because stock options emphasize the objective of increasing shareholder value. Until 2004, stock options were the exclusive form of both long-term incentive compensation and equity compensation. In 2004, for each member of senior management, stock options constituted approximately 70% of the value of total long-term incentive compensation, with Restricted Shares constituting the remaining 30% of the value. Long-term incentive awards for employees other than members of senior management continued to consist exclusively of stock options.

      Options have a five year term and vest over a three-year period, with 33% becoming exercisable on each anniversary of the grant date, subject to acceleration upon a change in control. All options are granted with an exercise price equal to the fair market value of the Company’s Class A common stock on the date of grant, and option re-pricing is expressly prohibited by the terms of the Omnibus Plan. The terms of option awards for senior executives include confidentiality and non-compete obligations. In 2004, the Compensation Committee granted options to purchase 336,499 shares of Class A Common Stock to 66 employees, which included options to purchase 147,500 shares to our Named Executives. Option values are calculated using the Black-Scholes Model in consultation with independent consultants. These grants had a value (as of the grant date) of approximately $2,656,759, which included a value of approximately $1,165,383 for options granted to our Named Executives.

      The Compensation Committee views Restricted Shares as providing compensation that promotes a long-term financial interest in the Company. In particular, the adoption of ownership guidelines for executives who were awarded Restricted Shares provides a share retention vehicle and promotes executive share ownership. Restricted Shares vest over a three-year period, with one-third becoming exercisable on each anniversary of the grant date, subject to acceleration upon a change in control. Restricted Share awards also include the same confidentiality and non-compete obligations as are included in the terms of the option awards. In 2004, the Compensation Committee granted 28,222 Restricted Shares to 11 employees, which included 19,570 Restricted Shares granted to our Named Executives, and these grants had a value (as of the grant date) of approximately $657,573, which included a value of approximately $455,981 for Restricted Shares granted to our Named Executives.

Other Compensation

      Executives and other employees are entitled to participate in our 401(k) Savings Incentive Plan, which provides retirement benefits to employees and includes employer and employee contributions.

      Executive officers (other than our Chief Executive Officer) and other employees are also entitled to participate in our Stock Purchase Plan which permits participants to purchase Class A Common Stock at approximately 90% of the lowest closing price of the stock during the prior month. The Stock Purchase Plan is intended to encourage ownership of our Class A Common Stock by our present and future employees at all levels of employment and thereby provide them the benefit of the incentive created by stock ownership. The Stock Purchase Plan is also intended to provide a more efficient mechanism for our employees to acquire stock ownership. The Compensation Committee administers the Stock Purchase Plan.

      As part of the Company’s effort to attract and retain senior executives, from 1994 until 2002, the Company offered senior corporate executives, including Mr. Fuller, Mr. Hellmann and Mr. Marshall, and certain regional managers, split-dollar life insurance arrangements. These arrangements were designed to provide post-employment retirement benefits based on the insurance policies’ cash value at retirement, along with a death benefit during the term of the executive’s employment. Under these arrangements, the policies were owned by the executives, the premiums were paid on their behalf by the Company, and the Company was entitled to a portion of the death benefit proceeds or cash value equal to the amount of premiums advanced. As a result, each year, these Named Executives were deemed to have obtained interest-free loans from the Company equal to the premium payments, and these Named Executives were required to report the value of the interest on the deemed loans that they otherwise would have been charged as compensation.

      In response to Section 402 of the Sarbanes-Oxley Act of 2002 (“Section 402 of SOX”), which has been interpreted by some to prohibit these types of arrangements, in 2002 the Company suspended premium payments under the policies for the three Named Executives, and the Compensation Committee, with advice from its independent consultant, evaluated alternative methods of providing these benefits. In light of the substantial amount of premiums already built-up in these polices, the expected future years of service for these Named Executives and other factors, during 2004, the Company began funding these policies again. However, because of the provisions of Section 402 of SOX, rather than pay the premiums on behalf of Named Executives, the Company began paying the three Named Executives additional compensation equal to the sum of the amount of premiums on the policies, which equaled $799,226, and a tax gross-up payment, which equaled $533,181, to fund the tax on the premium amount and the tax gross-up amount. The amount paid in 2004 for restoration of these Named Executives’ split-dollar life insurance included catch-up amounts, which equaled $476,875, represents amounts that would have been paid during the year and a half that payments were suspended, as well as corresponding tax gross-up payments of $317,917.

      Under this new arrangement, the Company will not be entitled to reimbursement of amounts paid in 2004 and thereafter, but will retain the right to receive from the insurance company an amount equal to the amount of premiums paid on the split-dollar life insurance policies prior to 2004. The Company has no obligation to continue funding these policies, and we continue to evaluate these and other types of arrangements for all of our Named Executives.

Chief Executive Officer Compensation

      The prior discussion included under “— Executive Compensation Philosophy” and “— Executive Compensation Program” applies to the compensation of Mortimer B. Fuller III, our Chief Executive Officer. Although Mr. Fuller has a Severance Agreement with us, he has no agreement that requires that he be paid a set salary or bonus or paid a salary or bonus for a set period of time during his employment. The compensation paid to Mr. Fuller for his performance in 2004 was established applying the principles outlined above.

      Base Salary. The Compensation Committee increased Mr. Fuller’s salary in 2004 by 4.25% to $601,000, and effective January 1, 2005, Mr. Fuller’s salary was increased by 3.50% to $622,000.

      Annual Incentive Compensation. Mr. Fuller’s annual incentive compensation package for his 2004 performance was a cash bonus payment of $229,022, which was paid in February of 2005. This amount was

determined entirely in accordance with the GVA methodology and was based on the extent to which the Company met the objective performance criteria established for 2004.

      Long-Term Incentive Compensation. On May 12, 2004, Mr. Fuller was awarded 56,250 stock options and 7,725 restricted stock units for an equal number of shares of Class A Common Stock based on Mr. Fuller’s individual performance and in recognition of the value of his continued leadership.

      Other. In connection with the restoration of his split-dollar insurance policy, Mr. Fuller was paid $529,853 to fund the payment of the insurance premium and Mr. Fuller was paid $353,599 to fund expected taxes attributable to income taxes payable on that premium. As noted previously, these amounts reflected catch-up payments, which for Mr. Fuller equaled $322,215, which represent amounts that would have been paid during the year and a half that these payments were suspended, as well as a corresponding tax gross-up payment of $214,810.

Executive Share Retention Guidelines

      The Compensation Committee believes that senior management should have a significant equity interest in the Company. In order to promote equity ownership and further align the interests of management with the Company’s stockholders, in July of 2004 the Compensation Committee adopted share ownership guidelines for senior management. Under these guidelines, certain executives are expected to obtain and to maintain a significant ownership position, which is expressed as a number of shares. Prior to achieving the ownership guideline amount, these executives are expected to retain a portion, expressed as a percentage, of the net after-tax gain realized under equity based compensation awards granted after the adoption of the guidelines. The ownership guideline amount and portion of gain retained are as follows:

      The Compensation Committee periodically reviews share ownership levels of persons subject to these guidelines. All stock options, including vested options, are excluded in determining whether an executive has achieved the ownership levels set forth above.

Deductibility of Compensation

      Section 162(m) of the Internal Revenue Code generally disallows public companies from claiming a tax deduction for compensation in excess of $1 million paid to their chief executive officer or any of the four other most highly compensated executive officers. However, the statute exempts qualifying performance based compensation from the $1 million limitation if certain requirements are met. Additionally, cash compensation voluntarily deferred by the Executive Officers named in this Proxy Statement under the DCP is not subject to the Section 162(m) cap until the year paid.

      For 2004, none of our Executive Officers received non-deductible compensation with the exception of Mr. Fuller, who received compensation of approximately $713,000 which was non-deductible under section 162(m) of the Internal Revenue Code. In 2004, our stockholders approved the Omnibus Plan, and many of the types of awards authorized under the Omnibus Plan, such as GVA based annual incentive compensation and option awards, should qualify as performance-based compensation for purposes of Section 162(m). As a result, such awards should not count toward the $1 million deduction limitation.

      While the tax impact of any compensation arrangement is one factor to be considered, such impact is evaluated by the Compensation Committee in light of the Company’s overall compensation philosophy and objectives. The Compensation Committee believes that there are circumstances where the provision of

compensation that is not fully deductible may be more consistent with the compensation philosophy and objectives of the Company and/or may be in the best interests of the Company and its stockholders. The Compensation Committee’s ability to exercise discretion and to retain flexibility in this regard may, in certain circumstances, outweigh the advantages of qualifying all compensation as deductible under Section 162(m). Accordingly, the Compensation Committee continues to reserve the authority to award compensation that may not be fully deductible.

Compensation Committee

Robert W. Anestis, Chairman

Peter O. Scannell

Mark A. Scudder

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

      Our Compensation Committee consists of Robert W. Anestis (Chairman), Peter O. Scannell and Mark A. Scudder. Our Chief Executive Officer consults with the Compensation Committee. He participates in discussions of the Compensation Committee and makes recommendations to it, but he does not vote or otherwise participate in the Compensation Committee’s ultimate determinations. Our Board believes that it is wise and prudent to have our Chief Executive Officer participate in these determinations, because his evaluations and recommendations with respect to the compensation and benefits paid to executives other than himself are extremely valuable to the Compensation Committee. However, our Chief Executive Officer neither participates in nor is otherwise involved in the deliberations of the Compensation Committee with respect to his own compensation and benefits.

      None of our executive officers has served as a member of a compensation committee of a board of directors of any other entity which has an executive officer serving as a member of our Board, and there are no other matters regarding interlocks or insider participation that are required to be disclosed.

STOCK PRICE PERFORMANCE GRAPH*

      Our Class A Common Stock is traded on the New York Stock Exchange under the symbol “GWR.” Last year, we included in our cumulative total stockholder return graphs the results of the Fidelity Railroad Index. However, as the Fidelity Railroad Index is no longer published, we have selected an alternative peer group index. Set forth below is a line graph and table comparing the cumulative total stockholder return on the Class A Common Stock during the five-year period ended December 31, 2004, based on the market price thereof, with the cumulative total return of the (i) the Russell 2000 Index and (ii) the S&P 1500 Railroad Index.

      We can offer no assurance that our stock performance will continue in the future with the same or similar trends depicted in the graph or table above.

REPORT OF THE AUDIT COMMITTEE*

      The duties and responsibilities of the Audit Committee are set forth in our Audit Committee Charter which is attached as Annex II to this proxy statement. The Audit Committee has:

      In performing all of these functions, the Audit Committee acts in an oversight capacity. The Audit Committee reviews the Company’s quarterly and annual reports on Form 10-Q and Form 10-K prior to filing with the SEC. In its oversight role, the Audit Committee relies on the work and assurances of the Company’s management, which has the primary responsibility for establishing and maintaining adequate internal control over financial reporting and for preparing the financial statements, and other reports, and of the independent registered public accounting firm, which is engaged to audit and report on the consolidated financial statements of the Company and subsidiaries, management’s assessment of the effectiveness of the Company’s internal control over financial reporting, and the effectiveness of the Company’s internal control over financial reporting.

      In reliance on these reviews and discussions, and the reports of the independent registered public accounting firm, the Audit Committee recommended to the Board of Directors, and the Board approved, that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2004 for filing with the SEC.

Audit Committee:

Robert M. Melzer, Chairman

Philip J. Ringo

Peter O. Scannell

PROPOSAL TO RATIFY THE

SELECTION OF INDEPENDENT AUDITORS

      PwC served as our independent registered public accounting firm for 2004. In addition to the audit of the 2004 financial statements, the Audit Committee engaged PwC to perform certain services for which it was paid fees.

      On April 5, 2002, our Board selected PwC as our independent registered public accounting firm for 2002. PwC also served as our independent registered public accounting firm for 2003 and 2004. Our Audit

Committee has selected PwC as our independent registered public accounting firm for 2005. This selection will be presented to our stockholders for their ratification at the Annual Meeting. Our Board recommends a vote in favor of the proposal to ratify this selection, and the persons named in the enclosed proxy (unless otherwise instructed therein) will vote such proxies FOR such proposal. If our stockholders do not ratify this selection, our Audit Committee will reconsider its choice.

      One or more representatives of PwC will be present at the Annual Meeting and will be available to respond to appropriate questions. In addition, the representatives will have an opportunity to make a statement if they so desire.

Principal Accountant Fees and Services

      Aggregate fees for professional services rendered to us by PwC for the years ended December 31, 2003 and 2004 were:

      Audit fees for the years ended December 31, 2003 and 2004 were for professional services rendered for the audits of the consolidated financial statements of the Company, including (for 2004) the audit of internal control over financial reporting, consents, income tax provision procedures and assistance with review of documents filed with the SEC.

      Audit Related fees for the years ended December 31, 2003 and 2004 were for assurance and related services related to employee benefit plan audits, due diligence related to mergers and acquisitions, accounting consultations in connection with acquisitions, attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

      Tax fees for the years ended December 31, 2003 and 2004 were for services related to tax compliance, tax planning and tax advice.

      Our Audit Committee has not adopted pre-approval policies and procedures for audit and non-audit services. The engagement of PwC for non-audit accounting and tax services is limited to circumstances where these services are considered integral to the audit services that PwC provides or where there is another compelling rationale for using PwC. All audit, audit-related and permitted non-audit services for which PwC was engaged were pre-approved by the Audit Committee in compliance with applicable SEC requirements.

STOCKHOLDER PROPOSALS FOR 2006 ANNUAL MEETING

      In order for any stockholder proposal to be included in our proxy statement to be issued in connection with our 2006 Annual Meeting of Stockholders, that proposal must be received at our principal executive offices, 66 Field Point Road, Greenwich, Connecticut 06830 (Attention: Corporate Secretary), no later than December 9, 2006. If that proposal is in compliance with all of the requirements of Rule 14a-8 under the Exchange Act, it will be included in the proxy statement and set forth on the proxy card issued for that Annual Meeting. Stockholders may wish to submit proposals at the 2006 Annual Meeting of Stockholders rather than include such proposals in our proxy materials, but in order for such proposals to be deemed timely, such proposals must be received at our principal executive offices, 66 Field Point Road, Greenwich, Connecticut 06830 (Attention: Corporate Secretary) between February 7, 2006 and March 9, 2006 (inclusive).

OTHER MATTERS

      Our Board does not know of any other matters that are to be presented for action at the Annual Meeting. Should any other matter come before the Annual Meeting, however, the persons named in the enclosed proxy will have discretionary authority to vote all proxies with respect to such matter in accordance with their judgment.

Dated: April 8, 2005

As Amended on April 1, 2005

ANNEX I

GENESEE & WYOMING INC.

CORPORATE GOVERNANCE PRINCIPLES

      The Board of Directors (“Board”) of Genesee & Wyoming Inc. (“Company”) is governed by the following general principles:

      Based on the preceding principles, the Board has adopted the following corporate governance policies:

ANNEX II

As Amended on October 24, 2003

GENESEE & WYOMING INC.

AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

CHARTER

      The Audit Committee (the “Committee”) shall:

      A. Provide assistance to the Board of Directors in fulfilling its responsibility to the shareholders, potential shareholders and investment community with respect to its oversight of:

      B. Prepare the audit committee report that the Securities and Exchange Commission (the “SEC”) requires be included in the corporation’s annual proxy statement.

II.     STRUCTURE AND OPERATIONS

Independence Requirement

      The Committee shall be comprised of three or more members of the Board of Directors, each of whom is determined by the Board of Directors to be “independent” under the rules of the New York Stock Exchange, Inc. and the rules of the SEC implementing Section 301 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”).

Financial Literacy & Expertise Requirement

      All members of the Committee shall have a working familiarity with basic finance and accounting practices (or acquire such familiarity within a reasonable period after his or her appointment) and at least one member must be an “audit committee financial expert” as defined by the SEC and as required by the New York Stock Exchange.

Limitation on Memberships of other Audit Committees

      No member of the Committee may serve on the audit committee of more than three public companies, including the corporation, unless the Board of Directors determines that such simultaneous service would not impair the ability of such member to effectively serve on the Committee and the corporation’s annual proxy statement discloses such determination.

Limitation on Other Compensation

      No member of the Committee shall receive compensation from the corporation or its affiliates other than (i) director’s fees for service as a director of the corporation or an affiliate, but only to the extent the directorship on the affiliate’s board of directors and related compensation has been approved by the corporation’s board of directors and (ii) a pension or similar compensation for past performance, provided that such compensation is fixed and is not contingent on continued or future service to the corporation.

Appointment and Removal

      The members of the Committee shall be appointed by the Board of Directors and shall serve until such member’s successor is duly elected and qualified or until such member’s earlier resignation or removal. The members of the Committee may be removed, with or without cause, by a majority vote of the Board of Directors.

Chairman

      Unless a Chairman is elected by the full Board of Directors, the members of the Committee shall designate a Chairman by the majority vote of the full Committee membership. The Chairman will chair all regular sessions of the Committee and set the agendas for Committee meetings.

Subcommittees

      The Committee may form subcommittees for any purpose that the Committee deems appropriate and may delegate to such subcommittees such power and authority as the Committee deems appropriate; provided, however, that (i) no subcommittee will consist of fewer than two members and (ii) no subcommittee will hold any power or authority required by any law, regulation or listing standards to be exercised by the Committee as a whole.

III.     MEETINGS

      The Committee shall meet at least quarterly, or more frequently as circumstances dictate. As part of its goal to foster open communication, the Committee shall periodically meet separately with each of the following:

in each case, to discuss any matters that the Committee or any of these groups believe would be appropriate to discuss privately. In addition, the Committee should meet with the independent auditors and management quarterly to review the corporation’s financial statements in a manner consistent with that outlined in Section IV of this Charter.

      At all meetings of the Committee, a majority of the members shall constitute a quorum for the transaction of business and the act of a majority of Committee members at any meeting at which there is a quorum shall be an act of the Committee. Any matter that is put to a vote which results in a tie shall be decided by a vote of the full Board of Directors. The Chairman of the Board of Directors or any member of the Committee may call meetings of the Committee. All meetings of the Committee may be held telephonically. All non-management directors who are not members of the Committee may attend meetings of the Committee but may not vote. Additionally, the Committee may invite to its meetings, or communicate with, any director, officer or employee of the corporation and such other persons as it deems appropriate in order to carry out its responsibilities. The Committee may also exclude from its meetings any persons it deems appropriate in order to carry out its responsibilities.

IV.     RESPONSIBILITIES AND DUTIES

Overview

      The following functions shall be the common recurring activities of the Committee in carrying out its responsibilities outlined in Section I of this Charter. These functions should serve as a guide with the understanding that the Committee may carry out additional functions and adopt additional policies and

procedures as may be appropriate in light of changing business, legislative, regulatory, legal or other conditions. The Committee shall also carry out any other responsibilities and duties delegated to it by the Board of Directors from time to time related to the purposes of the Committee outlined in Section I of this Charter.

Review of Financial and Other Information

      1. Review with management and the independent auditors prior to public dissemination the corporation’s annual audited financial statements and quarterly financial statements, including the corporation’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” any comments or recommendations of the independent auditor, any reports of the independent auditor with respect to interim financial reviews as required by Statement on Auditing Standards 100 (any and all references to “Statements of Auditing Standards” or “Independent Standards Board” in this Charter shall include any amendments or supplements to such applicable standards).

      2. Discuss with the independent auditors the matters required to be discussed by Statement of Auditing Standards No. 61 and Statement of Auditing Standards No. 90 and the written disclosures required by the Independent Standards Board Standard No. 1.

      3. Review and discuss with management prior to dissemination: (i) the corporation’s earnings press releases (paying particular attention to the use of any “pro forma” or “adjusted” non-GAAP measures) and (ii) financial information and earnings guidance provided to analysts and rating agencies. The Committee’s discussion in this regard may be general in nature (i.e., discussion of the types of information to be disclosed and the type of presentation to be made).

      4. Perform any functions required to be performed by it or otherwise appropriate under applicable law, rules or regulations, the corporation’s by-laws and the resolutions or other directives of the Board of Directors, including review of any certification required to be reviewed in accordance with applicable law or regulations of the SEC.

Independent Auditors

      5. Directly appoint, retain, review and terminate independent auditors and approve all audit engagement fees and terms.

      6. Inform the corporation’s independent auditors that such auditing firm shall report directly to the Committee.

      7. Review, at least annually, the qualifications, performance and independence of the independent auditors. In conducting its review and evaluation, the Committee should:

      8. Oversee the work of the corporation’s independent auditors, including the resolution of any disagreement between management and the auditors regarding financial reporting, for the purpose of preparing or issuing an audit report or related work.

Pre-Approval of Auditor Engagements

      9. Approve in advance any audit or non-audit engagement or relationship between the corporation and the independent auditors, other than “prohibited non-auditing services,” as determined from time to time by the SEC, the Public Company Accounting Oversight Board or the New York Stock Exchange through regulation or listing requirements.

      The Committee may:

      Notwithstanding the foregoing, pre-approval is not necessary for minor non-audit services if:

Financial Reporting Process

      10. In consultation with the independent auditors, management and the Internal Auditor Group, review the integrity of the corporation’s financial reporting processes, both internal and external. In that connection, the Committee shall, prior to the filing by the corporation of its annual report and at such other times that the Committee deems appropriate, obtain and discuss with management and the independent auditors reports from management and the independent auditors regarding:

      11. Review periodically the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements of the corporation.

      12. Review with the independent auditors any audit problems or other difficulties encountered by the auditors in the course of the audit process, including any restrictions on the scope of the independent auditors’ activities or on access to requested information, and any significant disagreements with management and management’s responses to such matters. Without excluding other possibilities, the Committee may wish to review with the independent auditors:

      13. Review and discuss with the independent auditor the responsibilities, budget and staffing of the corporation’s Internal Audit Group.

      14. Review and discuss with management and the independent auditors the policies and procedures in place to ensure the quality and integrity of the financial statements of the corporation’s unconsolidated subsidiaries and investments that are accounted for under the equity method of accounting are properly reflected and accounted for in the corporation’s financial statements.

General

      15. Review with management, the independent auditors and the persons responsible for the corporation’s Internal Audit Group, the areas of material risk to the operations and financial results of the corporation, such as safety of operations, environmental regulations, major pending litigation, matters pertaining to financing costs, tax issues, any other major financial risks and exposures and the corporation’s guidelines and policies with respect to risk assessment and risk management.

      16. Set clear hiring policies for employees and former employees of the independent auditors. At a minimum, these policies must prohibit:

      17. Establish procedures for the receipt, retention and treatment of complaints received by the corporation regarding accounting, internal accounting controls, or auditing matters; and the confidential, anonymous submission by employees of the corporation of concerns regarding questionable accounting or auditing matters.

Preparation of Reports

      18. Prepare all Audit Committee reports required to be included in the corporation’s proxy statement, pursuant to and in accordance with applicable rules and regulations of the SEC.

      19. Report to the Board of Directors:

      20. Maintain minutes or other records of meetings and activities of the Committee.

Outside Advisors and Funding

      The Committee, in discharging its oversight role, is empowered to study or investigate any matter of interest or concern that the Committee deems appropriate. In this regard, the Committee shall have the authority to retain outside legal, accounting or other advisors as it reasonably deems necessary to carry out its duties, including the authority to approve the fees payable to such advisors and any other terms of retention. The Committee shall be provided with funds necessary to engage outside advisors and to fund its ordinary administrative expenses that are necessary or appropriate to carry out its duties, in each case, as determined by the Committee in its sole discretion.

Access

      The Committee, in discharging its oversight role, shall be given full access to all of the following:

in each case, as necessary, to carry out these responsibilities.

      The Committee shall perform a review and evaluation, at least annually, of the performance of the Committee and its members, including by reviewing the compliance of the Committee with this Charter. In addition, the Committee shall review and reassess, at least annually, the adequacy of this Charter and recommend to the Board of Directors any improvements to this Charter that the Committee considers necessary or valuable. The Committee shall conduct such evaluations and reviews in such manner as it deems appropriate.

      The management of the corporation is responsible for the preparation, presentation and integrity of the corporation’s financial statements. Management is responsible for maintaining appropriate accounting and financial reporting principles and policies and internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The independent auditors are responsible for

planning and carrying out a proper audit and reviews, including reviews of the corporation“s annual financial statements, reviews of the quarterly financial statements prior to the filing of each quarterly report on Form 10-Q, and other procedures.

      In fulfilling their responsibilities hereunder, it is recognized that the members of the Committee are not employees of the corporation and are not, and do not represent themselves to be, accountants or auditors by profession or experts in the fields of accounting or auditing, including in respect of auditor independence. Therefore, it is not the duty or responsibility of the Committee to conduct “field work” or other types of auditing or accounting reviews or procedures or to set audit or independence standards, and each member of the Committee shall be entitled to reply on

		CONTROL NUMBER

1.

Election of Directors. Nominees: Mortimer B. Fuller III Robert M. Melzer   Instruction: To withhold authority to vote for any individual nominee, write the nominee’s name on the line above.

For All o

Withhold All o

For All Except o

2.

Proposal to ratify the selection of PriceWaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2005.

For o

Against o

Abstain o

3.

In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Meeting.

	Dated: _____________________________________________, 2005
	Signature of Stockholder
	Signature of Stockholder (if held jointly) Please date and sign name exactly as it appears hereon. Executors, administrators, trustees, etc. should so indicate when signing. If the stockholder is a corporation, the full corporate name should be inserted and the proxy signed by an officer of the corporation, indicating his/her title.

:		Accessing the World Wide Web site http://www.eproxyvote.com/GWR/ to vote via the internet. Have your control number (located in the upper right corner of the proxy form) available when you access the web page.
(		Using a touch-tone telephone to vote by phone toll free from the U.S. or Canada. Simply dial 1-866-207-3912 and follow the instructions. Have your control number (located in the upper right corner of the proxy form) available when you call.
*		Completing, dating, signing and mailing the proxy card in the postage-paid envelope included with the proxy statement or sending it to Genesee & Wyoming Inc. c/o LaSalle Bank N.A., P.O. Box LL, Chicago, IL 60603.

7043—Genesee & Wyoming Inc.