ITEM 2.02. Results of Operations and Financial Condition.

On November 5, 2012, Genesee & Wyoming Inc. (the Company) issued a press release reporting financial results for the third quarter of 2012. A copy of the press release is attached hereto as Exhibit 99.1. The attached Exhibit 99.1 is furnished in its entirety pursuant to this Item 2.02 and is incorporated into this Item 2.02 by reference.

ITEM 7.01. Regulation FD Disclosure.

As previously announced, the Company completed its acquisition of RailAmerica, Inc. (RailAmerica) on October 1, 2012. Immediately following the completion of the acquisition, the Company transferred the stock of RailAmerica to a voting trustee to hold such shares of stock in trust while the U.S. Surface Transportation Board considers the Company's pending application to control RailAmerica's railroads. During the period that RailAmerica is held in trust, the Company will account for its ownership under the equity method of accounting.

On November 5, 2012, RailAmerica issued a press release reporting financial results for the third quarter of 2012. A copy of the press release is attached hereto as Exhibit 99.2. The attached Exhibit 99.2 is furnished in its entirety pursuant to this Item 7.01 and is incorporated into this Item 7.01 by reference.

ITEM 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press release, dated November 5, 2012, announcing the Company's results for the third quarter of 2012

99.2 Press release, dated November 5, 2012, announcing RailAmerica's results for the third quarter of 2012

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