Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On January 23, 2009, Genesee & Wyoming Inc. ("GWI") received notice that the Honorable M. Douglas Young has decided not to stand for re-election as a director at GWI's 2009 Annual Meeting of Shareholders. Mr. Young's decision was based on his nearing GWI's mandatory retirement age. Mr. Young has not expressed any disagreement with the operations, policies or practices of GWI.

Forward Looking Statements

Certain statements in this report that discuss GWI's expectations are forward-looking statements within the meaning of the federal securities laws and are based upon GWI's current belief as to the outcome of future events. Although GWI believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, actual results could differ materially from those set forth in the forward-looking statements. GWI cautions investors and potential investors not to place undue reliance on such statements and disclaims any intention to update the current expectations or forward-looking statements contained in this filing.

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