SEC FORM 4

SEC Form 4

FORM 4

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

1. Name and Address of Reporting Person^*

LONG T MICHAEL

(Last)

(First)

(Middle)

C/O BROWN BROTHERS HARRIMAN & CO.

140 BROADWAY

(Street)

NEW YORK

10005

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GENESEE & WYOMING INC [ GWR ]

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

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)

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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock, $.01 par value								0 ^{( 8 )}	I	by The 1818 Fund III, L.P. ^{( 9 )}

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$12.3333							^{( 1 )}	01/10/2011	Class A Common Stock, $.01 par value	4,500 ^{( 1 )}		4,500 ^{( 1 )}	D
Stock Option (Right to Buy)	$19.9667							^{( 2 )}	01/10/2012	Class A Common Stock, $.01 par value	2,250 ^{( 2 )}		2,250 ^{( 2 )}	D
Stock Option (Right to Buy)	$20.92							^{( 3 )}	01/10/2013	Class A Common Stock, $.01 par value	2,250 ^{( 3 )}		2,250 ^{( 3 )}	D
Phantom Stock Units	$0							^{( 4 )}	^{( 4 )}	Class A Common Stock, $.01 par value	1,654.63 ^{( 4 )}		1,654.63 ^{( 4 )}	D
Phantom Stock Units	$0							^{( 4 )}	^{( 4 )}	Class A Common Stock, $.01 par value	1,138.99 ^{( 4 )}		1,138.99 ^{( 4 )}	D
Phantom Stock Unit	$0							^{( 5 )}	^{( 5 )}	Class A Common Stock, $.01 par value	342.47 ^{( 5 )}		342.47 ^{( 5 )}	D
Phantom Stock Unit	$0							^{( 5 )}	^{( 5 )}	Class A Common Stock, $.01 par value	592.32 ^{( 5 )}		592.32 ^{( 5 )}	D
Phantom Stock Unit	$0							^{( 5 )}	^{( 5 )}	Class A Common Stock, $.01 par value	433.53 ^{( 5 )}		433.53 ^{( 5 )}	D
Phantom Stock Unit	$0							^{( 5 )}	^{( 5 )}	Class A Common Stock, $.01 par value	119.62 ^{( 5 )}		119.62 ^{( 5 )}	D
Phantom Stock Unit	$0	08/01/2003		A		320.73		^{( 6 )}	^{( 6 )}	Class A Common Stock $.01 par value	320.73 ^{( 6 )}	^{( 6 )}	320.73 ^{( 6 )}	D
Series A Preferred Stock	^{( 7 )}							^{( 8 )}	^{( 8 )}	Class A Common Stock, $.01 par value	^{( 8 )}		25,000 ^{( 8 )}	I	by The 1818 Fund III, L.P. ^{( 9 )}

Explanation of Responses:

1. This option was previously reported. The Reporting Person can exercise the option as follows: 1,500 shares on 1/11/02, 1,500 shares on 1/11/03 and 1,500 shares on 1/11/04.

2. This option was previously reported. The Reporting Person can exercise the option as follows: 750 shares on 1/11/03, 750 shares on 1/11/04 and 750 shares on 1/11/05.

3. This option was previously reported. The Reporting Person can exercise the option as follows: 750 shares on 1/11/04, 750 shares on 1/11/05 and 750 shares on 1/11/06.

4. These aggregated Phantom Stock Units were previously reported by the Reporting Person. The Units were credited to the Reporting Person's account under the Issuer's Deferred Stock Plan for Non-Employee Directors. The Units are to be settled in the Issuer's Common Stock on a deferred basis pursuant to the Reporting Person's prior election.

5. This Phantom Stock Unit was previously reported by the Reporting Person. The Unit was credited to the Reporting Person's account under the Issuer's Deferred Stock Plan for Non-Employee Directors. The Unit is to be settled in the Issuer's Common Stock on a deferred basis pursuant to the Reporting Person's prior election.

6. This Phantom Stock Unit was credited to the Reporting Person's account on 8/01/03 at $22.41 per share under the Issuer's Deferred Stock Plan for Non-Employee Directors in a transaction exempt under Rule 16b-3. The Unit is to be settled in the Issuer's Common Stock on a deferred basis pursuant to the Reporting Person's prior election.

7. As previously reported, $1,000 per share of Preferred Stock divided by the Conversion Price, set at $10.2222, but subject to adjustment.

8. As previously reported, convertible at any time (without limitation) into 2,445,652 shares of Class A Common Stock, subject to adjustment. In addition, the Reporting Person may, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, be deemed to own certain shares of Class A Common Stock of Genesee & Wyoming Inc. owned by Mortimer B. Fuller, III as a result of a voting agreement. The Reporting Person disclaims beneficial ownership of such shares.

9. By The 1818 Fund III, L.P. (the "1818 Fund III"). The Reporting Person is a general partner of Brown Brothers Harriman & Co. ("BBH"), the general partner of the 1818 Fund III, and, as such, his pecuniary interest in the securities is limited to his percentage interest in BBH's interest in such securities.

Remarks:

	T. Michael Long	08/05/2003
	** 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 4 (b)(v).
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