Genesee & Wyoming Inc.
Ticker: GNWR 71 Lewis Street
Exchange: NASDAQ-National Market Greenwich, Connecticut 06830
Industry: Transportation (203) 629-3722

Type of Shares:Class A Common Shares Filing Date:4/24/96
U.S. Shares:2,648,000 Offer Date:6/24/96
Non-U.S. Shares:0 Filing Range:$14.00 - $16.00
Primary Shares:2,500,000 Offer Price:$17.00
Secondary Shares:148,000 Gross Spread:$1.19
Offering Amount: $39,720,000 Selling:$0.71
Expenses:$1,025,000 Reallowance:$0.10
Shares Out After:4,848,493

ManagerTierPhone
Schroder Wertheim & Company, IncorporatedLead Manager (212) 492-6900
Furman Selz IncorporatedCo-manager (212) 309-8200

Auditor: Arthur Andersen
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 3/31/96 3/31/95 3/31/96
Revenue:$53.39$16.61$13.39Assets:$115.86
Net Income:$1.66$0.97$0.50Liabilities:$103.91
EPS:$0.92$0.41$0.21Equity:$11.95

Note: Dollar amounts are in U.S. millions; Audited figures expressed as full year,
unaudited figures are partial year

Business Description
GWI is a leading operator of short line and regional freight railroads, based on revenues and total track miles. In 1977, when Mortimer B. Fuller, III purchased a controlling interest in the Company and became its Chief Executive Officer, the Company operated a single 14-mile railroad that generated $3.9 million in operating revenues, substantially all of which were attributable to shipments of salt by Akzo Nobel Salt, Inc. As a result of the Company's acquisition and marketing strategies, the Company has grown to operate over approximately 1,500 miles of track and, in 1995, the Company generated $53.4 million in operating revenues. The Company now operates in four regions of the United States: Western new York and Pennsylvania; Illinois; Louisiana and Texas; and Oregon. The Company's growth to date has been the result of its acquisition of rail properties and its marketing efforts.

Use of Proceeds
The proceeds from the offering will be used to repay indebtedness.

Last updated: 10/28/96

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