FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Miller Michael O

2. Date of Event Requiring Statement (MM/DD/YYYY)
10/1/2018 

3. Issuer Name and Ticker or Trading Symbol

GENESEE & WYOMING INC [GWR]

(Last)        (First)        (Middle)

C/O GENESEE & WYOMING INC., 20 WEST AVENUE

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
President, North America /

(Street)

DARIEN, CT 06820       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Class A Common Stock, $.01 par value   23851   (1) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy)     (2) 11/28/2018   Class A Common Stock, $.01 par value   1496   $96.20   D    
Stock Option (Right to Buy)     (2) 2/27/2019   Class A Common Stock, $.01 par value   3728   $98.92   D    
Stock Option (Right to Buy)     (2) 5/29/2019   Class A Common Stock, $.01 par value   3614   $97.35   D    
Stock Option (Right to Buy)     (2) 8/28/2019   Class A Common Stock, $.01 par value   3992   $98.33   D    
Stock Option (Right to Buy)     (2) 11/27/2019   Class A Common Stock, $.01 par value   3711   $98.59   D    
Stock Option (Right to Buy)     (2) 2/26/2020   Class A Common Stock, $.01 par value   3527   $103.10   D    
Stock Option (Right to Buy)     (2) 5/28/2020   Class A Common Stock, $.01 par value   4277   $82.34   D    
Stock Option (Right to Buy)     (2) 8/30/2020   Class A Common Stock, $.01 par value   4249   $68.38   D    
Stock Option (Right to Buy)     (2) 11/29/2020   Class A Common Stock, $.01 par value   4538   $69.27   D    
Stock Option (Right to Buy)     (3) 2/25/2021   Class A Common Stock, $.01 par value   20150   $57.12   D    
Stock Option (Right to Buy)     (4) 2/27/2022   Class A Common Stock, $.01 par value   16226   $74.14   D    
Stock Option (Right to Buy)     (5) 2/27/2025   Class A Common Stock, $.01 par value   16226   $69.53   D    

Explanation of Responses:
(1)  This amount includes 13,241 shares of Class A Common Stock represented by unvested restricted stock granted under the Fourth Amended and Restated 2004 Omnibus Incentive Plan of Genesee & Wyoming Inc. (the "Plan"), of which 4,463 shares will vest on February 26, 2019, 1,548 shares will vest on February 28, 2019, 2,421 shares will vest on February 26, 2020, 1,548 shares will vest on February 28, 2020, 2,422 shares will vest on February 26, 2021 and 839 shares will vest on February 28, 2021.
(2)  This option award was granted under the Plan and is fully exercisable as of the date hereof.
(3)  This option award was granted under the Plan and is exercisable as to 13,433 of such shares as of the date hereof and will become exercisable as to 6,717 of such shares on February 26, 2019.
(4)  This option award was granted under the Plan and is exercisable as to 5,409 of such shares as of the date hereof and will become exercisable as to 5,408 of such shares on February 28, 2019 and 5,409 of such shares on February 28, 2020.
(5)  This option award was granted under the Plan and will become exercisable as to 5,409 shares on February 28, 2019, 5,408 shares on February 28, 2020 and 5,409 shares on February 28, 2021.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Miller Michael O
C/O GENESEE & WYOMING INC.
20 WEST AVENUE
DARIEN, CT 06820


President, North America

Signatures
Allison M. Fergus, Attorney-in-Fact for Michael O. Miller 10/2/2018
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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