Sec Form 4 Filing - HARRIS ALAN R @ GENESEE & WYOMING INC - 2004-01-05

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person HARRIS ALAN R 2. Issuer Name and Ticker or Trading Symbol GENESEE & WYOMING INC [ GWR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Sr VP-Chief Accounting Officer (Last) (First) (Middle) C/O GENESEE & WYOMING INC., 66 FIELD POINT ROAD 3. Date of Earliest Transaction (MM/DD/YY) 01/05/2004 (Street) GREENWICH, CT06830 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock, $.01 par value 01/05/2004 M 5,625 A $ 3.7222 16,875 D Class A Common Stock, $.01 par value 01/05/2004 M 4,218 A $ 6.6667 21,093 D Class A Common Stock, $.01 par value 01/05/2004 M 3,937 A $ 10.5833 25,030 D Class A Common Stock, $.01 par value 01/05/2004 M 1,750 A $ 21.35 26,780 D Class A Common Stock, $.01 par value 2,000 D( 1 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (Right to Buy) $ 3.7222 01/05/2004 M 5,625 04/09/2003 04/08/2004 Class A Common Stock, $.01 par value 5,625( 2 ) $ 0 0 D Stock Option (Right to Buy) $ 6.6667 01/05/2004 M 4,218 ( 3 ) 04/13/2005 Class A Common Stock, $.01 par value 5,625( 3 ) $ 0 1,407( 3 ) D Stock Option (Right to Buy) $ 10.5833 01/05/2004 M 3,937 ( 4 ) 04/05/2006 Class A Common Stock, $.01 par value 7,875( 4 ) $ 0 3,938( 4 ) D Stock Option (Right to Buy) $ 21.35 01/05/2004 M 1,750 ( 5 ) 05/22/2007 Class A Common Stock, $.01 par value 7,000( 5 ) $ 0 5,250( 5 ) D Stock Option (Right to Buy) $ 22.41 ( 6 ) 07/30/2008 Class A Common Stock, $.01 par value 5,000( 6 ) 5,000( 6 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HARRIS ALAN R C/O GENESEE & WYOMING INC. 66 FIELD POINT ROAD GREENWICH, CT06830 Sr VP-Chief Accounting Officer Signatures Alan R. Harris 01/07/2004 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares are held jointly by Mr. Harris and his wife. ( 2 )This option was previously reported by Mr. Harris. ( 3 )This option was previously reported by Mr. Harris. Mr. Harris can exercise the option as follows: 1,406 shares on 4/14/01, 1,406 shares on 4/14/02, 1,406 shares on 4/14/03, and 1,407 shares on 4/14/04. ( 4 )This option was previously reported by Mr. Harris. Mr. Harris can exercise the option as follows: 1,968 shares on 4/6/02, 1,969 shares on 4/6/03, 1,969 shares on 4/6/04, and 1,969 shares on 4/6/05. ( 5 )This option was previously reported by Mr. Harris. Mr. Harris can exercise the option as follows: 1,750 shares on 5/23/03, 1,750 shares on 5/23/04, 1,750 shares on 5/23/05, and 1,750 shares on 5/23/06. ( 6 )This option was previously reported by Mr. Harris. Mr. Harris can exercise the option as follows: 1,250 shares on 7/31/04, 1,250 shares on 7/31/05, 1,250 shares on 7/31/06 and 1,250 shares on 7/31/07.

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 4(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).

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