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 OF SECURITIES 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

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person * HELLMANN JOHN C   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 _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Exec. Officer & Pres. (Last) (First) (Middle) C/O GENESEE & WYOMING INC., 20 WEST AVENUE 3. Date of Earliest Transaction (Month/Day/Year) 02/28/2019 (Street) DARIEN, CT 06820 4. If Amendment, Date 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 (City) (State) (Zip) 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) Code V Amount (A) or (D) Price Class A Common Stock, $.01 par value 02/28/2019   F   1,119 (1) D $ 82 384,200 D   Class A Common Stock, $.01 par value 02/28/2019   F   1,902 (1) D $ 82 382,298 D   Class A Common Stock, $.01 par value 02/28/2019   A   22,647 (2) A $ 82 404,945 D   Class A Common Stock, $.01 par value 02/28/2019   A   1,549 (3) A $ 82 406,494 D   Class A Common Stock, $.01 par value 02/28/2019   A   2,420 (4) A $ 82 408,914 D   Class A Common Stock, $.01 par value               55,555 I By Trust (5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

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 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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
HELLMANN JOHN C C/O GENESEE & WYOMING INC. 20 WEST AVENUE DARIEN, CT 06820	X		Chief Exec. Officer & Pres.

Signatures

Allison M. Fergus, Attorney-in-Fact for John C. Hellmann		03/04/2019
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	These shares were surrendered to Genesee & Wyoming Inc. (the "Company") for the payment of taxes in connection with the vesting of previously granted restricted stock awards.
(2)	This restricted stock award was granted under the Company's Fourth Amended and Restated 2004 Omnibus Incentive Plan (the "Plan") and will vest in three equal annual installments, beginning February 28, 2020.
(3)	Represents the number of underlying shares of Class A Common Stock of the Company earned in accordance with the Company's attainment of pre-determined financial performance targets established under its GVA methodology on the previously granted 2017 performance-based restricted stock unit award. The aforementioned award was also subject to time-based vesting, and partially vested on February 28, 2019.
(4)	Represents the number of underlying shares of Class A Common Stock of the Company earned in accordance with the Company's attainment of pre-determined financial performance targets established under its GVA methodology on the previously granted 2018 performance-based restricted stock unit award. The aforementioned award was also subject to time-based vesting, and partially vested on February 28, 2019.
(5)	Held by a trust of which Mr. Hellmann is investment trustee for the benefit of family members of Mr. Hellmann.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.