SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2(a)

(Amendment No. 5)

Banyan Rail Services Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

06684A305

(CUSIP Number)

Christopher J. Hubbert

Kohrman Jackson & Krantz P.L.L. 1375 East 9^th Street, 20^th Floor, Cleveland, OH 44114; 216-736-7215

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 24, 2013

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

______________________________

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes)

Page 1 of 5 Pages

 (1) Includes 4,000 shares of Series A Convertible Preferred Stock currently convertible into 40,000 shares of Common Stock, 2,150 shares of Series C Convertible Preferred Stock that will become convertible into 17,200 shares of Common Stock on June 30, 2014 or sooner upon the occurrence of certain events, held by Paul S. Dennis, Trustee under the Paul S. Dennis Trust Agreement dated August 9, 1983, as Modified, and 10,000 options to purchase shares of Common Stock that are currently exercisable or exercisable within 60 days.

(1) Includes 4,000 shares of Series A Convertible Preferred Stock currently convertible into 40,000 shares of Common Stock and 2,150 shares of Series C Convertible Preferred Stock that will become convertible into 17,200 shares of Common Stock on June 30, 2014 or sooner upon the occurrence of certain events

Introduction.

Pursuant to Rule 13d-1(k), this Amendment No. 5 to Schedule 13D is filed by Paul S. Dennis and The Paul S. Dennis Trust Agreement dated August 9, 1983, as Modified (the “Trust”), relating to shares of common stock, par value $0.01 per share (the “Common Stock”), of Banyan Rail Services Inc., a Delaware corporation (the “Company”). The Common Stock ownership of Mr. Dennis has been adjusted to reflect a one-for-five reverse split of the Common Stock.

Item 3 is amended and supplemented as follows:

The shares of Common Stock reported in Item 5(c) as having been acquired by the Trust were acquired as payment in lieu of a cash dividend on shares of preferred stock of the Company.

Items 5(a) and 5(c) are amended and supplemented as follows:

(a) Based solely on information provided by the Company, there are currently 1,028,945 shares of Common Stock outstanding. Mr. Dennis beneficially owns 164,249 shares of Common Stock, including 4,000 shares of Series A Convertible Preferred Stock owned by the Trust and currently convertible into 40,000 shares of Common Stock, 2,150 shares of Series C Convertible Preferred Stock owned by the Trust and that will become convertible into 17,200 shares of Common Stock on June 30, 2014 or sooner upon the occurrence of certain events, 83,499 shares of Common Stock owned by the Trust and 10,000 options to purchase shares of Common Stock that are currently exercisable or exercisable within sixty days, or 15.0% of the Company’s outstanding Common Stock, assuming exercise of the options held by Mr. Dennis and conversion of the preferred stock owned by the Trust. The Trust owns 140,699 shares of Common Stock, including 4,000 shares of Series A Convertible Preferred Stock currently convertible into 40,000 shares of Common Stock and 2,150 shares of Series C Convertible Preferred Stock that will become convertible into 17,200 shares of Common Stock on June 30, 2014 or sooner upon the occurrence of certain events, or 13.0% of the Company’s outstanding Common Stock, assuming conversion of the preferred shares owned by the Trust.

(c) On September 24, 2013, the Trust acquired 12,300 shares of Common Stock as a payment in lieu of a cash dividend on shares of preferred stock of the Company. Mr. Dennis and the Trust have not effected any other unreported transactions in the Company’s Common Stock in the past 60 days.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: October 8, 2013

Page 5 of 5 Pages

EXHIBIT INDEX

EXHIBIT 7.1

AGREEMENT OF JOINT FILING

Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned persons hereby agree to file with the Securities and Exchange Commission, the Statement on Schedule 13D (the “Statement”) to which this Agreement is attached as an exhibit, and agree that such Statement, as so filed, is filed on behalf of each of them.

This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original, and all of which together shall be deemed to constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement.

Date: October 8, 2013