X0202 4 2005-05-26 0 0000887637 RAILAMERICA INC /DE RRA 0001106265 REDFEARN DONALD D C/O RAILAMERICA, INC. 5300 BROKEN SOUND BLVD., NW BOCA RATON FL 33487 1 1 0 0 President Common Stock 2005-05-26 4 A 0 6250 A 42662 D 1998 Executive Incentive Compensation Plan (Right to Buy) 8.48 2003-06-19 2013-06-19 Common Stock 10000 10000 D 1998 Executive Incentive Compensation Plan (Right to Buy) 10.20 2002-06-20 2012-06-20 Common Stock 150000 150000 D 1998 Executive Incentive Compensation Plan (Right to Buy) 12.01 2001-06-22 2011-06-22 Common Stock 150000 150000 D 1998 Executive Incentive Compensation Plan (Right to Buy) 6.50 2000-08-30 2010-08-30 Common Stock 33000 33000 D 1998 Executive Incentive Compensation Plan (Right to Buy) 9.00 2000-01-01 2010-01-01 Common Stock 110000 110000 D 1998 Executive Incentive Compensation Plan (Right to Buy) 8.75 1999-04-07 2009-04-07 Common Stock 20000 20000 D 1998 Executive Incentive Compensation Plan (Right to Buy) 13.49 2004-06-10 2014-06-10 Common Stock 12000 12000 D This transaction was a grant of restricted stock for no consideration. The shares will vest twenty five percent on each of May 26, 2006, May 26, 2007, May 26, 2008 and May 26, 2009. Includes 2,536 shares acquired under the RailAmerica, Inc. 1995 Employee Stock Purchase Plan. Thirty three and one-third (33 1/3%) percent of such options became exercisable on each of June 19, 2003 and June 19, 2004 and an additional thirty three and one-third (33 1/3%) percent will become exercisable on June 19, 2005. Thirty three and one-third (33 1/3%) percent of such options became exercisable on June 10, 2004 and an additional thirty three and one-third (33 1/3%) percent of such options will become exercisable on June 10, 2005 and June 10, 2006. /s/ Donald D. Redfearn 2005-05-31