November 14, 2018

Timothy J. Ghallagher
Chief Financial Officer
GENESEE & WYOMING INC
20 West Avenue
Darien, CT 06820

       Re: GENESEE & WYOMING INC
           Form 10-K for the Year Ended December 31, 2017
           Filed February 28, 2018
           Form 10-Q for the Period Ended September 30, 2018
           Filed November 6, 2018
           File No. 001-31456

Dear Mr. Ghallagher:

       We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments. In some of our comments, we may
ask you to
provide us with information so we may better understand your disclosure.

       Please respond to these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to these comments, we may have additional
comments.

Form 10-Q for the Period Ended September 30, 2018

Note 1. Principles of Consolidation and Basis of Presentation, page 9

1.     We note your disclosure in Note 1 that during the three months ended
March 31, 2018,
       you determined that there was an error in the December 1, 2016
calculation of the
       noncontrolling interest for MIRA's 48.9% equity interest, which resulted
in the following
       adjustment within the total equity section of the Company's consolidated
balance sheet: a
       decrease in noncontrolling interest of $71.9 million, an increase in
additional paid-in
       capital of $57.9 million and a decrease in AOCL of $14.0 million. This
revision has been
       reflected in the Company's consolidated balance sheet as of December 31,
2017 as well as
       the December 31, 2016 equity balances as disclosed in the Company's
consolidated
 Timothy J. Ghallagher
GENESEE & WYOMING INC
November 14, 2018
Page 2
         statements of changes in equity. We also note your disclosure that you
do not consider this
         revision material to any previously issued consolidated financial
statements. In light of
         the fact that the amount of this error was material to the balance of
non-controlling interest
         and AOCL, please tell us why you believe your conclusion in your Form
10-K for the year
         ended December 31, 2017 that DCP and ICFR were effective, was an
appropriate
         conclusion. Also, please tell us how you considered this error in your
DCP conclusion in
         your Form 10-Q for the quarter ended March 31, 2018, the quarter in
which the error was
         identified. If there have been any changes to internal controls as a
result of this error
         identification, please advise.
Note 4. Revenue, page 13

2.       We note that you record revenue for interline traffic on a net basis
and that when the
         company is the invoicing railroad, it is exposed to customer credit
risk for the total
         amount invoiced and is required to pay the other railroads
participating in the route even if
         the company is not paid by the customer. Please tell us if your
interline arrangements are
         considered a separate performance obligation. Also, if the interline
arrangements in
         which you are the invoicing railroad are material, in light of the
aforementioned
         considerations, please provide us with more information on the nature
of these interline
         arrangements, including your analysis regarding how you determined you
were an agent
         in these transactions. Refer to ASC 606-10-55-36 through 39.
       In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.

       You may contact Effie Simpson at (202) 551-3346 or Claire Erlanger at
(202) 551-3301
with any questions.



FirstName LastNameTimothy J. Ghallagher                         Sincerely,
Comapany NameGENESEE & WYOMING INC
                                                                Division of
Corporation Finance
November 14, 2018 Page 2                                        Office of
Transportation and Leisure
FirstName LastName