Genesee & Wyoming / Westrail sale

["Mark Bau" <mbauco@earthlink.net>]

Australian Railroad Group Closes Acquisition of Westrail Freight;Genesee &
Wyoming Inc. Completes Private Placementof Convertible Preferred Stock


GREENWICH, Conn., Dec. 18 /PRNewswire/ -- Genesee & Wyoming Inc. (GWI) 
(Nasdaq: <A HREF="aol://4785:GNWR">GNWR</A>) announced today that its joint
venture, Australian Railroad Group Pty Ltd (ARG), has completed the
acquisition of Westrail Freight from the government of Western Australia for
approximately $323 million including working capital and acquisition costs.
ARG is a joint venture owned 50% by GWI and 50% by Wesfarmers Limited, a
public corporation based in Perth, Western Australia.  Westrail Freight is
composed of the freight operations of the formerly state-owned railroad of
Western Australia.  To complete the acquisition, GWI contributed Australia
Southern Railroad (ASR) to ARG along with GWI's interest in the Asia Pacific
Transport Consortium (APTC) -- a consortium selected to construct and
operate
the Alice Springs to Darwin railway line in the Northern Territory of
Australia.  APTC is currently expected to reach financial close in early
2001.

ARG is now the largest private rail operator in Australia with its combined
freight operations, including those of ASR and Westrail, serving the western
half of the Australian continent.  For the twelve months ended June 30,
2000,
ARG had pro forma revenue of approximately $184 million and pro forma EBITDA
of approximately $57 million.  ARG has appointed Charles W. Chabot,
previously Senior Vice President of ASR, as Chief Executive Officer, and
Murray Vitlich, previously General Manager of a major forest products unit
of
Wesfarmers, as Chief Financial Officer.  GWI will account for its 50%
ownership in ARG under the equity method of accounting and will therefore be
deconsolidating ASR from its consolidated financial statements. GWI's
financial results for the fourth quarter of 2000 will include its equity
interest in the earnings of ARG and the deconsolidation of ASR for the final
15 days of December 2000.

In addition to the contribution of ASR and APTC to ARG, GWI contributed $19
million of cash while Wesfarmers contributed $62 million of cash.  ARG also
received $249 million in acquisition debt and $65 million in construction
and
working capital facilities from Bank of America and the Australia and New
Zealand Banking Group Limited (ANZ), a portion of which was used to
refinance
approximately $7.0 million in debt at ASR.  ARG was advised on the
acquisition of Westrail Freight by Credit Suisse First Boston. 

To fund its cash investment in Westrail Freight, GWI also announced today
that the Company has completed its previously announced private placement of
Convertible Preferred Stock (the Convertible Preferred) with the 1818 Fund
III, L.P. (the Fund) managed by Brown Brothers Harriman & Co.  GWI exercised
its option to fund $20.0 million of a possible $25.0 million in gross
proceeds from the Convertible Preferred.  The Fund will also receive an
option to invest an additional $5.0 million in GWI provided that the Company
completes future acquisitions with an aggregate purchase price greater than
$25.0 million. The Convertible Preferred has a conversion price of $23.00
per share, a cash coupon of 4.0%, is callable by GWI in four years, and is
mandatorily redeemable in eight years. The Convertible Preferred has not
been registered under the Securities Act of 1933, as amended, and may not be
offered or sold in the United States absent registration or applicable 
exemption from registration requirements.

Brown Brothers Harriman & Co. is the oldest and largest private bank in
America and is based in New York, New York.  The 1818 Funds, a family of
private equity partnerships managed by Brown Brothers Harriman, provide
growth equity capital to leading entrepreneurial companies.

Wesfarmers is a public company listed on the Australian Stock Exchange with
a
market capitalization of approximately $2.0 billion and annual revenues of
approximately $1.8 billion.  Its major businesses include energy (coal and
gas), fertilizers and chemicals, rural merchandising, insurance and
financial
services, forest products, and transportation. Wesfarmers is based in Perth,
Western Australia.

GWI is a leading operator of short line and regional freight railroads in
the
United States, Canada, Australia, Mexico and Bolivia, and provides freight
car switching and related services to industrial companies that have
extensive railroad facilities within their complexes.  The Company today
operates in five countries on three continents over 7,700 miles of owned and
leased track. It also operates over an additional 2,350 miles under track
access arrangements.  In October 2000, the Company was ranked 99th on Forbes
magazine's list of the 200 best small companies in America.

This press release contains forward-looking statements regarding future
events and the future performance of Genesee & Wyoming Inc. that involve
risks and uncertainties that could cause actual results to differ materially
including, but not limited to, economic conditions, customer demand,
increased competition in relevant markets, and others. We refer you to the
documents that Genesee & Wyoming Inc. files from time to time with the 
Securities and Exchange Commission, such as the Company's Forms 10-Q and
10-K
which contain additional important factors that could cause its actual 
results to differ from its current expectations and from the forward-looking
statements contained in this press release.  All monetary references are in
US dollars and are based on current exchange rates.

SOURCE Genesee & Wyoming Inc.