SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* FULLER MORTIMER B III (Last) (First) (Middle) 66 FIELD POINT ROAD (Street) GREENWICH CT 06830 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol GENESEE & WYOMING INC [ GWR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) Exec.Chrmn. & Chrmn.of the Bd.
	3. Date of Earliest Transaction (Month/Day/Year) 06/13/2008
	4. If Amendment, Date of 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

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	06/13/2008		J/K(1)(2)(3)		285,397	D	$0(1)(2)(3)	53,097	D
Class A Common Stock, $.01 par value								9,589.5	I(4)	By Wife(4)
Class B Common Stock, $.01 par value								3,027,667.5(5)	D

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 Securities Underlying Derivative Security (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: 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
Forward Sale Contract (Obligation to Sell)	(1)	06/13/2008		J/K(1)(2)(3)			337,500	06/13/2008	06/13/2008	Class A Common Stock, $.01 par value	337,500	$0	0	D

Explanation of Responses:

1. On June 13, 2008, Mr. Fuller settled a variable prepaid forward contract that was entered into on March 8, 2004 with Credit Suisse Capital LLC and Credit Suisse Securities (USA) LLC, as agent (collectively, "CSFB"), relating to 337,500 shares of Class B Common Stock of Genesee & Wyoming Inc. (the "Company"), which contract was extended on March 8, 2007 until June 13, 2008. Mr. Fuller received net proceeds of $4,707,937 under the initial contract and $339,053 in connection with the extension. Under the terms of the extended contract, Mr. Fuller agreed to deliver shares of Class B Common Stock (which would immediately convert into shares of Class A Common Stock on a one-for-one basis) or shares of Class A Common Stock on the expiration date of the contract as follows: (Continued in Footnotes 2 and 3 below.)

2. (a) if the final price was less than or equal to the floor price ($25.1516 per share)(the "March Floor Price"), 337,500 shares; (b) if the final price was less than or equal to the cap price ($31.4451 per share) (the "March Cap Price"), but greater than the March Floor Price, then a number of shares equal to 337,500 times the March Floor Price divided by the final price; and (c) if the final price was greater than the March Cap Price, then a number of shares equal to 337,500 shares multiplied by a fraction, the numerator of which was the sum of the March Floor Price and the difference between the final price and the March Cap Price, and the denominator of which was the final price. (Continued in Footnote 3 below.)

3. On June 13, 2008 (the "Settlement Date"), the final price under the extended contract was $40.7373. Accordingly, on the Settlement Date Mr. Fuller transferred to CSFB 285,397 shares of Class A Common Stock. Mr. Fuller and the Company agreed that Mr. Fuller would disgorge, and he has disgorged, an amount that may be deemed to constitute profit under Section 16(b) of the Securities Exchange Act of 1934 (the "Act") in conjunction with any deemed reacquisition of shares upon the settlement of this transaction.

4. These shares are held by Mr. Fuller's wife. Mr. Fuller disclaims beneficial ownership of these shares.

5. This 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.

Remarks:

	Allison M. Fergus, Attorney-in-Fact for Mortimer B. Fuller	06/17/2008
	** Signature of Reporting Person	Date
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