<PAGE>
===============================================================================

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                ----------------

                                  FORM 10-K/A
                                AMENDMENT NO. 1
                       FOR ANNUAL AND TRANSITION REPORTS
                    PURSUANT TO SECTIONS 13 OR 15(D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

(MARK ONE)
[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

                                       OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         FOR THE TRANSITION PERIOD FROM_____________ TO ____________

                        COMMISSION FILE NUMBER: 0-24639

                             RAILWORKS CORPORATION
             (Exact name of registrant as specified in its charter)

              DELAWARE                                  58-2382378
   (State or other jurisdiction of         (I.R.S. Employer Identification No.)
   incorporation or organization)

     6225 SMITH AVENUE, SUITE 200                         21209
         BALTIMORE, MARYLAND                            (Zip code)
(Address of principal executive offices)

       Registrant's telephone number, including area code: (410) 580-6000

        Securities registered pursuant to Section 12(b) of the Act: NONE

          Securities registered pursuant to Section 12(g) of the Act:

                     COMMON STOCK, PAR VALUE $.01 PER SHARE

         Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]

         The aggregate market value of the voting and nonvoting common equity
held by non-affiliates of the Registrant (assuming for these purposes, but
without conceding, that all executive officers and directors are "affiliates"
of the Registrant) as of March 15, 2002 (based on the closing sale price of the
Registrant's Common Stock as reported on The OTC Bulletin Board on such date)
was approximately $1.6 million.

         As of March 15, 2002, the registrant had 14,383,551 shares of Common
Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

         None.

EXPLANATORY NOTE:

         This Amendment No. 1 to the Annual Report on Form 10-K of RailWorks
Corporation is being filed to include the Part III information as RailWorks
Corporation is not filing its Proxy Statement on or before April 30, 2002.


<PAGE>


                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         Our directors and executive officers, including their ages, are as
follows as of April 26, 2002:

<TABLE>
<CAPTION>
               Name                               Age                   Position
               ----                               ---                   --------

<S>                                               <C>      <C>
Norman Carlson(1)(2)(3)(4)................         59      Non-executive Chairman of the Board
John Kennedy(1)...........................         64      Chief Executive Officer and Director
Eric H. Schless...........................         47      Chief Financial Officer and Executive Vice President
Scott D. Brace............................         46      Director
William R. Donley.........................         45      Vice President - Rail Products and Services Group
Ronald W. Drucker(1)(2)(3) ...............         60      Director
Wayne F. Hall(3) .........................         58      Director
Charles W. Hoppe(1)(2)(4).................         66      Director
R.C. Matney...............................         64      Director
C. William Moore..........................         54      Vice President - Transit Systems Group
John P. Nuzzo.............................         54      Senior Vice President - Administration
Donald P. Traviss(2)(4) ..................         57      Director
Robert D. Wolff...........................         59      Vice President - Track Systems Group
</TABLE>

---------
(1)  Member of the Executive Committee of our Board of Directors.

(2)  Member of the Compensation Committee of our Board of Directors.

(3)  Member of the Audit Committee of our Board of Directors.

(4)  Member of the Nominating Committee of our Board of Directors.

         Norman Carlson, 59, has been a director of our company since May 2001
and the non-executive Chairman of the Board since August 2001. Mr. Carlson has
been the President of Carlson Consulting International LLC since September 1,
2000. Mr. Carlson was a partner at Arthur Andersen LLP from April 1, 1980 until
August 31, 2000. During his last 10 years at Arthur Andersen LLP, Mr. Carlson
was the Worldwide Managing Director of its Transportation Industry Practice.

         John Kennedy, 64, has served as chief executive officer of our company
since June 2001, as vice president, secretary and a director of our company
since its inception in March 1998, and as vice president-business development
since July 1999. From January 1999 to July 1999, he was vice president and
chief operating officer-track contractors and from March 1998 to January 1999,
he was chief operating officer of our company. Mr. Kennedy has served as
president of Kennedy Railroad Builders, Inc., a company that we acquired, from
June 1965 to February 1998, as president of Railcorp, Inc. from April 1986 to
February 1998 and as principal of Alpha-Keystone Engineering, Inc. from January
1996 to February 1998. From 1980 to 1988, Mr. Kennedy served as an elected
member of the Pennsylvania House of Representatives.

         Eric H. Schless, 47, has served as acting chief financial officer and
acting executive vice president of our company since December 2001. From 1999 to
2001 he was a managing director of Bear Stearns & Co. From 1994 to 1999 he was
managing director of Schroder & Co.

         Scott D. Brace, 46, has served as a director and a senior operations
executive of our company since completion of our initial public offering of
common stock in August 1998. For more than twenty years prior the date of our
initial public offering, Mr. Brace was employed by Railroad Service, Inc., one
of our founding companies, holding a variety of progressively more responsible
positions; ultimately becoming part owner and Vice President - Operations. In
addition, Mr. Brace has been a director of the National Railroad Construction
and Maintenance Association since 1991 and currently serves as its chairman.


                                       1
<PAGE>


         William R. Donley, 45, has served as vice president of our company and
head of the rail product and services group since April 1999. From April 1998 to
April 1999 he was vice president - manufacturing and supply. From 1996 to 1998
he was vice president of Koppers Industries Inc.

         Ronald W. Drucker, 60, has been a director of our company since June
1998. Mr. Drucker has been an independent consultant on transportation and
technology issues since May 1992. From September 1966 to April 1992, Mr.
Drucker served in various capacities for CSX Corporation and certain of its
subsidiaries, including chief engineer, senior vice president for
transportation and president and chief executive officer of CSX Rail Transport.
Additionally, from December 1989 to October 1997, he was the chairman of the
board of Encompass, a global logistics information partnership. Mr. Drucker
also serves on the board of directors of SunTrust Bank, North Florida, The
Cooper Union for the Advancement of Science and Art, Landstar System, Inc.,
Jacksonville University, the National Defense Transportation Association and
the New World Symphony Orchestra.

         Wayne F. Hall, 58, has been a director of our company since May 2001.
Mr. Hall is vice chairman of Black & Veatch Holding Company. He served as
president and chief executive officer of BV Pritchard, Inc. from 2000 to 2001
and was chief financial officer of Black & Veatch Holding Company from 1991 to
2000. Mr. Hall has more than 28 years of senior financial and operating
management experience in engineering and construction related industries. Mr.
Hall is a Certified Public Accountant. a member of the American Institute of
Certified Public Accountants, the California Society of Certified Public
Accountants, and Financial Executives Institute. He holds a Bachelor of Science
degree in accounting from California State Polytechnic University in San Luis
Obispo, California and completed the Columbia University Graduate School of
Business Senior Executive Program in 1997. He presently serves on the Business
Administration Advisory Committee of the Johnson County Community College and on
the Emporia State University School of Business Council of Advisors. Current
directorships include our company, EPT DownREIT II, Inc., Megaplex Four, Inc.
and Theatre Sub, Inc.

         Charles W. Hoppe, 66, has been a director of our company since May
2001. Mr. Hoppe has been the President of Charles W. Hoppe, Inc. since
September 1996. From August 1994 to July 1996 Mr. Hoppe was vice president of
Mercer Management Consulting.

         R.C. Matney, 64, has been a director of our company since June 1998.
Mr. Matney has been president, chairman of the board and chief executive
officer of Mark VII Transportation Company, Inc. since he founded the company
in August 1987. From March 1985 to December 1988, he served as president of
American President Distribution Services, Inc. Prior to March 1985, Mr. Matney
was the president of the Surface Transportation Group of Brae Corporation from
October 1980 to March 1985. Mr. Matney is a former member of the Intermodal
Freight Committee of the National Transportation Research Board.

         C. William Moore, 54, has served as vice president of our company and
head of the transit systems group since September 1999. He has also served as
the president and chief executive officer of L. K. Comstock & Company, Inc.
since April 1999. From 1991 to April 1999 he was the principal of Peninsula
Associates, a consulting firm which he founded.

         John P. Nuzzo, 54, has served as senior vice president -
administration since November 2000. From August 1998 to November 2000 he was
the vice president - risk management. From November 1992 to August 1998 he was
vice president - administration of L. K. Comstock & Company, Inc.

         Donald P. Traviss, 57, has been a director of our company since July
1999. Mr. Traviss has been president and chief executive officer of Envirotrol,
Inc., a private specialty chemicals and services company, since 1998. He was
chief executive officer of Koppers Industries, Inc. from March 1996 to June
1997 and was president, chief operating officer and a non-voting director of
Koppers from November 1994 to June 1997. Mr. Traviss had previously served as
vice president, refining and petrochemicals at Universal Oil Products, from
1992 to 1994. Prior to 1992, he was vice president at its engineered products
group. From 1985 to 1988, Mr. Traviss served as vice president, engineering
products and processes at Union Carbide Corporation.


                                       2
<PAGE>


         Robert D. Wolff, 59, has served as vice president of our company and
head of the track systems group since July 1999. From January 1999 to July 1999
he was vice president of Western Track Construction & Maintenance. From 1997 to
January 1999 he was the chief executive officer of Midwest Railroad Construction
& Maintenance Corporation of Wyoming which we acquired.

         The company's Board of Directors is divided into three classes, each
of which will serve a term of three years, with one class being elected each
year. Each of the Company's directors has been elected to serve until his
successor has been elected and duly qualified. The terms of the Class I
directors: John Kennedy, Ronald W. Drucker, Charles W. Hoppe and Wayne F. Hall,
will expire at the annual meeting of shareholders in 2002; the terms of the
Class II directors: Donald P. Traviss and Norman Carlson, will expire at the
annual meeting of shareholders in 2003; the terms of the Class III directors:
Scott D. Brace and R.C. Matney, will expire at the annual meeting of
shareholders in 2004.

         The Board of Directors has an Executive Committee comprised of Norman
Carlson, John Kennedy, Ronald W. Drucker and Charles W. Hoppe. During intervals
between meetings of the Board, the Executive Committee may exercise all of the
powers of the Board granted by law to the Board in the management of the
business affairs of RailWorks but shall not have the power to amend or repeal
any resolution of the Board that by its terms shall not be subject to amendment
or repeal by the Executive Committee.

         The Board of Directors has a Compensation Committee comprised of Norman
Carlson, Ronald W. Drucker, Charles W. Hoppe and Donald P. Traviss each of whom
were "non-employee directors" during 2001 within the meaning established for
this term by Rule 16b-3 of the Securities Exchange Act of 1934. The compensation
committee is responsible for:

         -        establishing salaries, incentives and other forms of
                  compensation for senior officers of our company,

         -        administering our company's incentive, compensation and
                  benefit plans, and

         -        recommending policies relating to such plans.

         The Board of Directors has an Audit Committee comprised of Norman
Carlson, Ronald W. Drucker and Wayne F. Hall all of whom, being non-employee
directors during 2001 and having been Chief Executive Officers of major
companies or in the case of Norman Carlson, a former partner in an international
accounting firm, are independent, financially literate and possess the requisite
financial expertise to successfully discharge their responsibilities as members
of the audit committee, as required under the Audit Committee Charter. The audit
committee recommends to the board of directors, subject to shareholder
ratification, the appointment of the Company's independent accountants.

         The Board of Directors also has a Nominating Committee comprised of
Norman Carlson, Charles W. Hoppe and Donald P. Traviss which recommends to the
Board nominations for Directors of the Company and which Directors should be
selected for membership on various committees of the Board.

            SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section 16(a) of the Securities Exchange Act of 1934 requires our
executive officers and directors and persons who beneficially own more than ten
percent of our common stock to file with the Securities and Exchange Commission
certain reports, and to furnish copies thereof to us, with respect to each such
person's beneficial ownership of our equity securities. Based solely upon a
review of the copies of such reports furnished to us and certain
representations of such persons, we believe that all such filings were timely
made during 2001, with the exception of an Initial Statement of Beneficial
Ownership of Securities on Form 3 which was not filed by Eric H. Schless by
December 31, 2001 because of an oversight by Mr. Schless. An Annual Statement
of Beneficial Ownership of Securities on Form 5 was subsequently filed by Mr.
Schless on February 19, 2002.


                                       3
<PAGE>


ITEM 11. EXECUTIVE COMPENSATION

COMPENSATION OF EXECUTIVE OFFICERS

                           SUMMARY COMPENSATION TABLE

         The following table provides a summary of compensation for each of the
three years ended December 31, 2001, 2000 and 1999 with respect to the person
serving as RailWork's Chief Executive Officer during the year ended December
31, 2001, each of RailWork's four other most highly compensated executive
officers during the year ended December 31, 2001 who were serving in that
capacity as of December 31, 2001 and whose annual salary and bonus during the
year ended December 31, 2001 exceeded $100,000, the Chief Executive Officer who
was not employed by RailWorks on December 31, 2001 and one executive officer
who was not employed by RailWorks on December 31, 2001 but who would have been
included had he been employed on such date (collectively the "Named Officers")

<TABLE>
<CAPTION>
                                                                                                     LONG-TERM
                                                                                                COMPENSATION AWARDS
                                                                                   ---------------------------------------------
                                                                                      OTHER
                                              ANNUAL COMPENSATION(1)                  ANNUAL         SECURITIES       ALL OTHER
                                      --------------------------------------       COMPENSATION     UNDERLYING      COMPENSATION
  NAME AND PRINCIPAL POSITION         YEAR        SALARY ($)    BONUS ($)(2)         ($)(3)         OPTIONS (#)       ($) (2)
---------------------------------     ----       -----------    ------------       ------------     -----------     ------------

<S>                                   <C>        <C>            <C>                <C>              <C>            <C>
John Kennedy                          2001       $235,416.74    $        --           $   --            --         $  4,895.43(4)
Chief Executive Officer(*)            2000         79,166.73             --               --            --            4,474.03(5)
                                      1999        100,000.00      17,500.00               --            --           74,946.00(6)

John G. Larkin                        2001       $216,666.57    $        --           $   --            --         $ 10,948.10(7)
Former Chairman and Chief             2000        325,000.00     175,000.00               --            --           18,394.00(8)
Executive Officer(**)                 1999        304,166.00      25,000.00               --            --          440,351.00(9)

C. William Moore                      2001       $225,000.00    $ 61,250.00           $   --            --         $ 15,395.34(10)
Vice President - Transit              2000        206,250.51             --               --            --           14,590.33(11)
Systems Group                         1999        133,333.70             --               --            --            5,200.00(12)

Robert D. Wolff                       2001       $175,000.00    $ 42,500.00           $   --            --         $ 14,974.96(13)
Vice President - Track                2000        181,875.17      35,000.00               --            --            9,487.54(14)
Systems Group                         1999        140,038.54             --               --            --            5,360.16(15)

Michael R. Azarela                    2001       $199,999.88    $        --           $   --            --         $ 12,627.02(16)
Former President and Chief            2000        281,250.00        130,000               --            --           16,750.00(17)
Operating Officer(***)                1999        243,750.00         25,000               --            --          112,437.00(18)

William R. Donley                     2001       $175,000.00    $ 27,500.00           $   --            --         $  6,454.14(19)
Vice President - Rail                 2000        156,249.99      35,000.00               --            --            5,120.05(20)
Products and Services Group           1999        105,768.99             --               --            --                  --


John P. Nuzzo                         2001       $168,333.03    $    23,000           $   --            --         $ 13,609.43(21)
Senior Vice President-                2000        153,750.00         35,000               --            --           80,300.00(22)
Administration                        1999        150,000.00         15,000               --            --           12,179.00(23)
</TABLE>

*        John Kennedy became Chief Executive Officer on June 5, 2001.
**       John G. Larkin resigned as (i) Chief Executive Officer on June 5, 2001
         and (ii) as Chairman of the Board on August 17, 2001.
***      Michael R. Azarela resigned as President and Chief Operating Officer
         on August 17, 2001.
(1)      The aggregate amount of perquisites and other personal benefits has
         been omitted because it did not exceed the lesser of $50,000 or 10% of
         the total annual salary and bonus reported for each named executive
         officer.


                                       4
<PAGE>


(2)      Represents amount paid during the indicated fiscal year for
         performance during the prior fiscal year.

(3)      Restricted stock holdings are valued in the table set forth below at
         their fair market value based on the per share closing price of our
         common stock as reported on the OTC Bulletin Board as of December
         31, 2001 ($0.16 per share):

<TABLE>
<CAPTION>
                               NUMBER OF            VALUE ON
             NAME          RESTRICTED SHARES    DECEMBER 31, 2001
         --------------    -----------------    -----------------
         <S>               <C>                  <C>
         John P. Nuzzo           13,250             $2,120.00
</TABLE>

(4)      Represents $25.38 in co-paid FICA, $120 in life insurance premiums,
         $759.96 in LTD premiums and $5,250 in 401(k) contributions.

(5)      Represents $119.03 in co-paid FICA, $1,980 in group life insurance and
         $2,375 in 401(k) contributions.

(6)      Represents $71,060 in forgiveness of interest accrued on the loan
         described in "Certain Relationships and Related Party Transactions -
         Loans to Officers" beginning on page 9 of this Amendment No. 1 to the
         Annual Report on Form 10-K, $1,136 in co-paid FICA and $2,750 in
         401(k) contributions.

(7)      Represents $6,288.11 in co-paid FICA, $780 in life insurance premiums,
         $479.97 in LTD premiums and $3,400.02 in 401(k) contributions.

(8)      Represents $12,154 in FICA, $990 in life insurance premiums and $5,250
         in 401(k) contributions.

(9)      Represents $413,784 in forgiveness of interest accrued on the loan
         described in "Certain Relationships and Related Party Transactions -
         Loans to Officers" beginning on page 9 of this Amendment No. 1 to the
         Annual Report on Form 10-K, $15,484 in FICA and $11,083 in 401(k)
         contributions.

(10)     Represents $7,800 in car allowance, $25.38 in co-paid FICA, $1,560 in
         life insurance premiums, $759.96 in LTD premiums and $5,250 in 401(k)
         contributions.

(11)     Represents $7,800 in car allowance, $22.33 in co-paid FICA, $1,518 in
         group life insurance and $5,250 in 401(k) contributions.

(12)     Represents $5,300 in car allowance.

(13)     Represents $7,800 in car allowance, $1,260 in life insurance premiums,
         $665.04 in LTD premiums and $5,249.92 in 401(k) contributions.

(14)     Represents $4,800 in health insurance and $4,687.54 in 401(k)
         contributions.

(15)     Represents $4,800 in health insurance and $560.16 in 401(k)
         contributions.

(16)     Represents $6,267.05 in co-paid FICA, $780 in life insurance premiums,
         $479.97 in LTD premiums and $5,100 in 401(k) contributions.

(17)     Represents $10,840 in FICA, $660 in life insurance premiums and $5,250
         in 401(k) contributions.

(18)     Represents $92,051 in forgiveness of interest accrued on the loan
         described in "Certain Relationships and Related Party Transactions -
         Loans to Officers" beginning on page 9 of this Amendment No. 1 to the
         Annual Report on Form 10-K, $9,851 in FICA, $660 in life insurance
         premiums and $9,875 in 401(k) contributions.

(19)     Represents $8.27 in co-paid FICA, $1,260 in life insurance premiums,
         $665.04 in LTD premiums and $4,520.83 in 401(k) contributions.

(20)     Represents $8.38 in co-paid FICA, $570 in group life insurance and
         $4,541.67 in 401(k) contributions.

(21)     Represents $6,744.43 in co-paid FICA, $1,188 in life insurance
         premiums, $627 in LTD premiums and $5,050 in 401(k) contributions.

(22)     Represents $66,875 in forgiveness of the loan described in "Certain
         Relationships and Related Party Transactions - Loans to Officers"
         beginning on page 9 of this Amendment No. 1 to the Annual Report on
         Form 10-K, $7,584 in FICA, $1,228 in life insurance premiums and
         $4,612 in 401(k) contributions.

(23)     Represents $3,543 in interest forgiveness, $32 in FICA, $1,104 in life
         insurance premiums and $7,500 in 401(k) contributions.


                                       5
<PAGE>


                   OPTION/SAR EXERCISES AND OPTION/SAR VALUES

         The following table summarizes option grants during fiscal 2001 to the
executive officers named in the Summary Compensation Table, and the value of
the options held by such persons at the end of fiscal 2001. No SARs were
granted or exercised during fiscal 2001.

<TABLE>
<CAPTION>
                                            NUMBER OF SECURITIES UNDERLYING
                                                UNEXERCISED OPTIONS/SARS         VALUE OF UNEXERCISED IN-THE-MONEY
                                                   AT DEC. 31, 2001.               OPTIONS/SARS AT DEC. 31, 2001.
NAME                                          (EXERCISABLE/UNEXERCISABLE)           (EXERCISABLE/UNEXERCISABLE)
----                                        -------------------------------      ---------------------------------

<S>                                         <C>                                  <C>
John Kennedy                                              0/0                                    0/0
John G. Larkin                                       25,000/75,000                               0/0
Michael R. Azarela                                   25,000/75,000                               0/0
C. William Moore                                    81,250/43/,750                               0/0
Robert D. Wolff                                     81,250/43/,750                               0/0
William R. Donley                                   81,250/43/,750                               0/0
John P. Nuzzo                                        27,500/32,500                               0/0
</TABLE>

                 EMPLOYMENT AGREEMENTS AND SEVERANCE AGREEMENTS

         We have employment agreements with each of the current employed Named
Executives. Each of these agreements expires in less than two years and will
continue on a year-to-year basis thereafter unless terminated by either party,
except for John Kennedy, Chief Executive Officer, whose one year term commenced
as of June 1, 2001 and expires May 31, 2002. Each agreement is terminable by us
with or without cause or upon the employee's death or inability to perform his
duties on account of a disability for a period of six months during any
consecutive 12-month period or by the employee. The agreements provide that
such Named Executive will receive a specified annual base salary (subject to
merit increases) and will participate in our annual incentive plan at levels to
be decided by our management. Each agreement also contains noncompetition,
nonsolicitation and confidential information provisions.

         We have also entered into employment agreements with certain key
employees and certain other employees who were employees of companies acquired
by our company. These agreements generally expire on the second anniversary of
their execution and automatically renew for successive one-year terms until
either party gives 90 days written notice of termination of the agreement. Each
agreement is terminable by us with or without cause or upon the employee's
death or inability to perform his duties on account of a disability for a
period of six months during any consecutive 12-month period or by the employee.
Each agreement provides for an annual base salary and participation in our
Annual Incentive Plan. Furthermore, each agreement provides that the salary
will be adjusted after the initial term of the agreement to reflect the
employee's duties and responsibilities.

         On August 17, 2001 we entered into separation agreements with John G.
Larkin and Michael R. Azarela. Under the separation agreements, we agreed (i)
to pay Messrs. Larkin and Azarela their base salary through June 30, 2002 and
to not object to or contest a claim by either one of them with respect to such
salary if we entered into bankruptcy proceedings, (ii) to pay the cash
equivalent of their accrued unused vacation time through the date thereof, and
(iii) to furnish them and their dependents health insurance benefits and life
insurance for a period of twelve months . In addition, we cancelled the
outstanding principal balance and accrued interest on their non-recourse loans
by foreclosing on our stock which was held by us as collateral. As a result of
the bankruptcy, we are not making any payments under these agreements.

DIRECTORS COMPENSATION

                               CASH COMPENSATION

         Directors who are not employees of our company receive a fee of $3,750
per calendar quarter, $2,500 per board meeting attended and $1,000 per standing
committee meeting attended. Directors who are also employees of


                                       6
<PAGE>


our company are not separately compensated for their service as directors. All
directors are reimbursed for their out-of-pocket expenses in attending
meetings. In addition, directors who serve on a special committee may receive
additional compensation as specified by the full Board of Directors at the time
of establishment of a special committee.

         During 2001, Norman Carlson received $57,500 in fees from RailWorks as
compensation for services other than for board service, benefits under a
tax-qualified retirement plan, or non-discretionary compensation. During 2002,
Mr. Carlson has already received approximately $60,000 in fees from RailWorks
as compensation for services other than for board service, benefits under a
tax-qualified retirement plan, or non-discretionary compensation. In light of
the extent of the services rendered by Mr. Carlson to RailWorks, it is
anticipated Mr. Carlson will resign shortly from the Audit Committee, the
Compensation Committee and the Nominating Committee.

                                    OPTIONS

         We have granted our non-employee directors the following stock
options:

         -        Messrs. Drucker and Matney were granted options to purchase
                  10,000 shares of our common stock on August 4, 1998. These
                  options are exercisable at $12.00 per share in 25% increments
                  on August 4 of each of 1999, 2000, 2001 and 2002. These
                  options expire on August 4, 2008.

         -        Messrs. Drucker, Matney and Traviss were granted options to
                  purchase 10,000 shares of our common stock on August 23,
                  1999. These options are exercisable at $10.00 per share in
                  25% increments on August 23 of each of 1999, 2000, 2001 and
                  2002. These options expire on August 23, 2009.

         -        Messrs. Drucker, Matney and Traviss were granted options to
                  purchase 5,000, 5,000 and 10,000 shares, respectively, of our
                  common stock on January 12, 2001. These options are
                  exercisable at $2.4375 per share in 25% increments on January
                  12 of each of 2001, 2002, 2003 and 2004. These options expire
                  on January 11, 2011.

         -        Messrs. Carlson, Hall and Hoppe were each granted options to
                  purchase 10,000 shares of our common stock on May 7, 2001.
                  These options are exercisable at $1.89 per share in 25%
                  increments on May 7 of each of 2001, 2002, 2003 and 2004.
                  These options expire on May 7, 2011.


                                       7
<PAGE>


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

                SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

         The following table sets forth, to the best of our knowledge, as of
March 15, 2002, information with respect to the beneficial ownership of the
Common Stock by (i) each director, (ii) each executive officer named in the
Summary Compensation Table under "Executive Compensation" on page 4 of this
Amendment No. 1 to the Annual Report on Form 10-K, (iii) all executive officers
and directors as a group and (iv) owners of 5% or more of our Common Stock.
Under the rules of the SEC, a person "beneficially owns" securities if that
person has or shares the power to vote or dispose of the securities. The person
also "beneficially owns" securities which that person has the right to purchase
within 60 days. Except as shown in the table, the shareholders named below have
the sole power to vote or dispose of the shares shown as beneficially owned by
them.

<TABLE>
<CAPTION>
                                                                                      TOTAL
                                                                                    BENEFICIAL
NAME                                             SHARES            OPTIONS(1)        OWNERSHIP    PERCENTAGE(2)
----                                             ------            ----------       ----------    -------------

<S>                                             <C>                <C>              <C>           <C>
Michael R. Azarela                              401,012              25,000            426,012        3.0%
John Kennedy                                    404,021                  --            404,021        2.8%
Scott D. Brace                                  200,093               5,000            205,093        1.4%
William R. Donley                                    --              81,250             81,250          *
C. William Moore                                     --              81,250             81,250          *
John P. Nuzzo                                    40,651              27,500             68,151          *
John G. Larkin                                       --              25,000             25,000          *
Ronald W. Drucker                                    --              20,000             20,000          *
R. C. Matney                                         --              20,000             20,000          *
Donald P. Traviss                                    --              12,500             12,500          *
Norman Carlson                                       --               2,500              2,500          *
Wayne F. Hall                                        --               2,500              2,500          *
Charles W. Hoppe                                     --               2,500              2,500          *
All executive officers and directors
as a group (13 persons)                       1,045,777             305,000          1,350,777        9.2%
Deutsche Bank Securities Inc.(3)              1,423,500                  --          1,423,500        9.9%
</TABLE>

*        Less than one percent.

(1)      Options which are exercisable on the record or within 60 days
         thereafter.

(2)      Based on an aggregate of 14,383,551 shares of common stock issued and
         outstanding on March 15, 2002, plus, for each person:

         -        the number of shares of common stock issuable upon conversion
                  of shares of Series A convertible preferred stock
                  beneficially owned by such person, and

         -        the number of shares of common stock issuable upon exercise
                  of outstanding stock options that are or will become
                  exercisable prior to May 14, 2002.

(3)      Represents:

         -        53,500 shares of outstanding common stock, and

         -        1,370,000 shares of common stock issuable upon conversion of
                  13,700 shares of Series A convertible preferred stock.

Each share of Series A convertible preferred stock is convertible at any time
into 100 shares of common stock, subject to some exceptions. Conversion is
prohibited if, after the conversion, Deutsche Bank Securities Inc. (formerly BT
Alex. Brown Incorporated) would own 5% or more of our common stock. The address
of Deutsche Bank Securities Inc. is 130 Liberty Street, New York, New York
10006.


                                       8
<PAGE>


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Set forth below is a description of certain transactions and
relationships between our company and certain executive officers, directors and
principal stockholders of our company.

                               LOANS TO OFFICERS

         Pursuant to terms of employment agreements, we made non-recourse loans
to certain of our executive officers to cover income taxes due with respect to
grants of restricted common stock. The underlying restricted stock is the only
collateral for such non-recourse loans. The executive officers listed below are
those who currently have such loans outstanding:

<TABLE>
<CAPTION>
EXECUTIVE                           ORIGINAL PRINCIPAL ($)                         DUE DATE(S)
---------                           ----------------------                --------------------------------

<S>                                 <C>                                   <C>
John Kennedy(1)                           834,047                         June 30, 2005, December 31, 2005
Harold Kropp, Jr.(1)                      838,056                         June 30, 2005, December 31, 2005
John P. Nuzzo                              36,707                                       (2)
</TABLE>

(1)      By resolution of the Compensation Committee of the Board of Directors
         adopted on February 9, 2000, if there is a change of control, the
         outstanding principal balance and accrued interest on these loans will
         be forgiven and a payment will be made to offset the income tax effect
         of the loan forgiveness.

(2)      By resolution of the Compensation Committee of the Board of Directors
         adopted on February 9, 2000, the outstanding principal balance and
         accrued interest on this loan was forgiven and a payment to offset the
         income tax effect of loan forgiveness was authorized.

         RailWorks Track Systems, Inc. pays a monthly lease payment of $5,300
per month for property in Lakeville, MN, and storage space in Fargo, ND to B&M
Company. B&M Company is owned by Scott D. Brace, a director of the Company, and
Jeannett C. Brace, his mother.

         Pursuant to the separation agreements described in "Employment
Agreements and Severance Agreements" on page 6 of this Amendment No. 1 to the
Annual Report on Form 10-K, the Company cancelled the outstanding principal
balance and accrued interest in the amount on the loans of Messrs. Larkin and
Azarela.


                                       9
<PAGE>


                                   SIGNATURES

         Pursuant to requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this Report to
be signed on its behalf by the undersigned, thereunto duly authorized.

Dated:   April 30, 2002


                                             RAILWORKS CORPORATION

                                             By:      /s/ John Kennedy
                                                -------------------------------
                                                         John Kennedy
                                                    Chief Executive Officer


<PAGE>


                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                     DESCRIPTION OF EXHIBITS
-------                                    -----------------------

<S>         <C>                                                                                           <C>
10.61       Amended and Restated Employment Agreement, dated January 1, 2000, between RailWorks           +
            Corporation and John Kennedy.

10.62       Amendment dated August 30, 2000 to the Amended and Restated Employment Agreement,
            dated January 1, 2000, between RailWorks Corporation and John Kennedy.                        +

10.63       Amended and Restated Employment Agreement, dated March 1, 2001, between RailWorks             +
            Corporation and John Kennedy.

10.64       Amendment dated June 26, 2001 to the Amended and Restated Employment Agreement,
            dated March 1, 2001, between RailWorks Corporation and John Kennedy.                          +
</TABLE>

   +        Filed herewith.


                                      11