EXHIBIT 10.97





                                    AMENDMENT


                                       TO


               AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT





                  This AMENDMENT to AMENDED AND RESTATED EXECUTIVE EMPLOYMENT
AGREEMENT (the "Amendment") is made and entered into as of July 5, 2004, by and
between RailAmerica, Inc., a Delaware corporation (the "COMPANY"), and Mr.
Donald D.Redfearn (the "OFFICER").

                              W I T N E S S E T H:

                  WHEREAS, the Company has previously entered into that certain
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (the "EMPLOYMENT
AGREEMENT"), effective as of January 1, 2002, with Officer, and the Company and
Officer desire to amend same; and

                  WHEREAS, the Company and Officer wish the Employment
Agreement, as amended in accordance herewith, to remain in effect in all other
respects;

                  NOW THEREFORE, effective as of the date hereof, the Employment
Agreement shall be amended as follows:.

                  1. Section 2 of the Employment Agreement shall be amended to
change the words from "three hundred sixty-five (365)" to "ninety (90)" in the
second sentence thereof. As so amended, the second sentence of Section 2 shall
read as follows: "The Employment Period shall be extended automatically for one
(1) year periods after the initial term under this Agreement and after the end
of each one-year period thereafter, so that there will be successive one-year
terms of employment under this Agreement commencing on January 1, 2004, unless
the Company or the Executive gives written notice of non-extension to the other
party not less than ninety (90) days prior to the end of the Employment Period".
The effect of this amendment to Section 2 will be to provide that the Company or
the Executive may terminate the Employment Agreement by written notice to the
other party on or before September 30 of each year.

                  2. Section 9(a)(ii) of the Employment Agreement shall be
amended to delete the words "resulting in material harm to any member of the
Consolidated Group". As so amended, Section 9(a)(ii) shall read as follows:
"(ii) the Executive has materially breached any provision of Section 6, 7 or
10".

                  3. Section 9(a)(iii) of the Employment Agreement shall be
amended to delete the words "as a result of", at the beginning of such clause,
and the words ", there is material harm to any member of the Consolidated
Group", at the end of such clause. As so amended, Section 9(a)(iii) of the




Employment Agreement shall read as follows: "(iii) the Executive's personal
dishonesty, misconduct, breach of fiduciary duty involving personal profit,
negligence or failure to perform his duties as set forth in Section 6, violation
of any law, rule or regulation (other than traffic violations or similar
offenses) or material breach of any provision of this Agreement".

                  IN WITNESS WHEREOF, the Company and the Officer have duly
executed and delivered this Amendment as of the day and year first above
written.



                                RAILAMERICA,INC.
                                -----------------------------------------


                                By: /s/ FERD C. MEYER JR.
                                -----------------------------------------
                                Name:  Ferd. C. Meyer, Jr.
                                Title: Chairman, Compensation Committee
                                       Board of Directors

                                OFFICER

                                /s/ DONALD D. REDFEARN
                                -----------------------------------------
                                Name: Donald D. Redfearn



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