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                                                                     EXHIBIT 4.1

                                   RESTATED
                         CERTIFICATE OF INCORPORATION
                                      OF
                            GENESEE & WYOMING INC.

     (Originally incorporated as Genesee and Wyoming Industries, Inc. on
September 1, 1977)


          1.   Name. The name of the Corporation is Genesee & Wyoming Inc.
               ----

          2.   Registered Agent. The address of its registered office in the
               ----------------
State of Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware
19801. The registered agent at such address is The Corporation Trust Company.

          3.   Purposes. The nature of the business or purposes to be conducted
               --------
or promoted is:

          To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.

          4.   Capitalization. The aggregate number of shares which the
               --------------
Corporation shall have authority to issue is Fourteen Million Five Hundred
Thousand (14,500,000), consisting of:

               (i)   Twelve Million (12,000,000) shares of Class A Common Stock,
         par value $.01 per share (the "Class A Common");

               (ii)  One Million Five Hundred Thousand (1,500,000) shares of
         Class B Common Stock, par value $.01 per share (the "Class B Common"
         and together with the Class A Common, the "Common Stock"); and

               (iii) One Million (1,000,000) shares of Preferred Stock, par
         value $.01 per share (the "Preferred Stock").

                     A.      Common Stock.

                     The Class A Common and the Class B Common shall be
identical in all respects and shall entitle the holders thereof to the same
rights, privileges and limitations, except as otherwise provided herein. The
relative rights, privileges and limitations of the Class A Common and the Class
B Common are as follows:

          (a)  Voting Rights. The holders of Class A Common and Class B Common
               -------------
shall have the following rights:
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          (i)     The holders of Class A Common and Class B Common shall be
entitled to vote as separate classes on all matters as to which a class vote is
now, or hereafter may be, required by law.

          (ii)    On all other matters, the holders of Class A Common and Class
B Common shall vote together as a single class, provided that the holders of
Class A Common shall have one vote per share and the holders of Class B Common
shall have ten votes per share.

          (iii)   There shall be no cumulative voting of any shares of either
the Class A Common or the Class B Common.

  (b)      Conversion.
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           (i)    No Conversion of Class A Common. The Class A Common shall not
                  -------------------------------
be convertible into any class of the securities of the Corporation.

           (ii)   Voluntary Conversion of Class B Common. Each holder of record
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of a share of Class B Common may at any time or from time to time, without cost
to such holder and at such holder's option, convert any whole number or all of
such holder's shares of Class B Common into fully paid and nonassessable shares
of Class A Common at the rate of one share of Class A Common for each share of
Class B Common surrendered for conversion. Any such conversion may be effected
by any holder of Class B Common by surrendering such holder's certificate or
certificates for the shares of Class B Common to be converted, duly endorsed, at
the office of the corporation or the office of any transfer agent for the Class
A Common, together with a written notice to the Corporation at such office that
such holder elects to convert all or a specific number of such shares of Class B
Common. Thereafter, the Corporation shall cause its transfer agent to issue and
deliver to such holder a certificate or certificates for the number of shares of
Class A Common to which such holder shall be entitled as aforesaid. Such
conversion shall be made as of the close of business on the tenth business day
following the date of such surrender, and the person or persons entitled to
receive the shares of Class A Common issuable upon such conversion shall be
treated for all purposes as the record holder or holders of such shares of Class
A Common on such date.

          (iii)   Automatic Conversion of Class B Common Upon Certain Transfers.
                  -------------------------------------------------------------
Upon any transfer, other than an Excluded Transfer (as hereinafter defined), of
a share or shares of Class B Common by the holder of record thereof, such share
or shares of Class B Common shall automatically convert into and become an equal
number of shares of Class A Common. For purposes of this Article 4(b)(iii), the
term "Excluded Transfers" shall mean (a) any transfer to an individual or entity
that is, at the time of such transfer, a holder of record of any shares of Class
B Common or an "Executive Officer" (as hereinafter defined) of the Corporation;
(b) any transfer by gift to a spouse, child or grandchild of a holder of record
of any shares of Class B Common, or to a trust for the benefit thereof; or (c)
any transfer to a spouse, child or grandchild of a holder of record of any
shares of Class B Common, or to a trust for the benefit thereof, which results,
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          whether by bequest, operation of the laws of intestate succession or
          otherwise, from the death of such holder or record. For purposes of
          this Article 4(b)(iii), the term "Executive Officer" shall mean an
          officer of the Corporation within the meaning of Rule 16a-1
          promulgated under the Securities Exchange Act of 1934, as amended. The
          transferor of the Class B Common shall surrender the certificate or
          certificates representing the transferred shares at the principal
          office of the Corporation at any time during normal business hours,
          together with (a) a written notice stating that such holder has
          transferred the shares, or a stated number of the shares, represented
          by such certificate or certificates and (b) a written statement
          advising as to whether or not the transfer is an Excluded Transfer. In
          the event that, according to such statement, the transfer is an
          Excluded Transfer, the transferor shall also deliver to the
          Corporation proof acceptable to the Corporation and its counsel of the
          nature of the Excluded Transfer. If the transferor does not claim an
          Excluded Transfer, the transfer or shares and automatic conversion of
          shares of Class B Common into shares of Class A Common under this
          Article 4(b)(iii) shall be deemed to have been effected as of the
          close of business on the date on which the transferor surrenders such
          certificate or certificates representing shares of Class B Common and
          delivers such notice, and at such time the rights of the holder of
          record of the converted shares of Class B Common shall cease and the
          person or persons in whose name or names the certificate or
          certificates for shares of Class A Common are to be issued because of
          the conversion shall be deemed to have become the holder or holders of
          record of the Class A Common represented thereby. If the transferor
          claims an Excluded Transfer, the transfer shall be deemed to have been
          effected as of the close of business on the date on which the
          transferor surrenders such certificate or certificates representing
          shares of Class B Common, but only following the determination by the
          Corporation and its counsel that the proof of Excluded Transfer
          submitted by the transferor is acceptable. In the event the transferor
          claims an Excluded Transfer and the Corporation and its counsel
          determine that the submitted proof is not acceptable, the Corporation
          shall so advise the transferor by written notice accompanied by any
          share certificates and stock powers previously tendered by the
          transferor.

                    (iv) Reserves of Class A Common. The Corporation will at all
                         --------------------------
          times reserve and keep available, solely for the purpose of issue upon
          conversion of the outstanding shares of Class B Common, such number of
          shares of Class A Common as shall be issuable upon the conversion of
          all outstanding shares of Class B Common, provided that the foregoing
          shall not be considered to preclude the Corporation from satisfying
          its obligations in respect of the conversion of the outstanding shares
          of Class B Common by delivery of shares of Class A Common which are
          held in the treasury of the Corporation.

               (c) Dividends. Subject to the rights of the Class A Common set
                   ---------
forth in Article 4(d) hereof, the Board of Directors, acting in its sole
discretion, may declare in accordance with law a dividend payable in cash, in
property or in shares of Class A Common on only the Class A Common or on both
the Class A Common and the Class B Common. No dividends may be declared payable
(i) in shares of Class B Common or (ii) only to holders of Class B Common. If a
dividend is to be paid on the Class B Common, a dividend shall also be paid on
the Class A Common such that the market price of the dividend paid on each share
of the
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Class A Common exceeds the market price of the dividend paid on each share of
Class B Common by ten percent (rounded up, if necessary, to the nearest one-
hundredth of a cent).

     (d)    Rights Upon Liquidation. Holders of Class A Common and Class B
            -----------------------
Common shall have identical rights in the event of liquidation of the
Corporation, and shall be treated as a single class for purposes thereof.

     (e)    Other Terms. Neither the Class A Common Stock nor the Class B Common
            -----------
Stock may be subdivided, consolidated, reclassified or otherwise changed unless
contemporaneously therewith the other class of shares is subdivided,
consolidated, reclassified or otherwise changed in the same proportion and in
the same manner. In any merger, consolidation, reorganization or other business
combination, the consideration to be received per share by holders of either
Class A Common Stock or Class B Common Stock must be identical to that received
by holders of the other class. Holders of Common Stock are not entitled to
preemptive rights, and neither the Class A Common Stock nor the Class B Common
Stock is subject to redemption.

                           B.   Preferred Stock.
                                ---------------

     The Board of Directors is authorized, subject to any limitations prescribed
by law, to provide for the issuance of shares of Preferred Stock in series, and
by filing a certificate pursuant to the applicable law of the State of Delaware
(such certificate being hereinafter referred to as a "Preferred Stock
Designation"), to establish from time to time the number of shares to be
included in each such series, and to fix the designation, powers, preferences,
and rights of the shares of each such series and any qualifications, limitations
or restrictions thereof. The number of authorized shares of Preferred Stock may
be increased or decreased (but not below the number of shares thereof then
outstanding) by the affirmative vote of a majority of the voting power of all of
the Common Stock, without a vote of the holders of the Preferred Stock, or of
any series thereof, unless a vote of any such holders is required pursuant to
the terms of any Preferred Stock Designation.

     5.     Perpetual Existence. The Corporation is to have perpetual existence.
            -------------------

     6.     By-laws. In furtherance and not in limitation of the powers
            -------
conferred by statute, the Board of Directors is expressly authorized to make,
alter or repeal the By-laws of the Corporation.

     7.     Stockholders. Meetings of stockholders may be held within or without
            ------------
the State of Delaware, as the By-laws may provide. The books of the Corporation
may be kept (subject to any provision contained in the statutes) outside the
State of Delaware at such place or places as may be designated from time to time
by the Board of Directors or in the By-laws of the Corporation. Elections of
directors need not be by written ballot unless the By-laws of the Corporation
shall so provide.

     8.     Amendment. The Corporation reserves the right to amend, alter,
            ---------
change or repeal any provision contained in this Certificate of Incorporation,
in the manner now or
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hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.

     9.   Liability to Directors. A member of the Corporation's Board of
          ----------------------
Directors shall not be personally liable to the Corporation or its stockholders
for monetary damages for a breach of fiduciary duty as a director, except for
liability of the director (a) for any breach of the director's duty of loyalty
to the Corporation or its stockholders, (b) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law, (c)
under Section 174 of the Delaware General Corporation Law, relating to the
payment of unlawful dividends or unlawful stock repurchases or redemptions, or
(d) for any transaction from which the director derived an improper personal
benefit. If the Delaware General Corporation Law is hereafter amended to further
eliminate or limit the liability of a director of a corporation, then a director
of the Corporation, in addition to the circumstances set forth herein, shall
have no liability as a director (or such liability shall be limited) to the
fullest extent permitted by the Delaware General Corporation Law as so amended.
No repeal or modification of the foregoing provisions of this Article 9 nor, to
the fullest extent permitted by law, any modification of law, shall adversely
affect any right or protection of a director of the Corporation existing at the
time of such repeal or modification.

     10.  Indemnification.
          ---------------

     (a)  Right to Indemnification. Each person who was or is made a party or is
          ------------------------
threatened to be made party to or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she is or was a
director or officer of the Corporation or is or was serving at the request of
the Corporation as a director, officer, employee or agent of another
corporation, or of a partnership, joint venture, trust or other enterprise,
including service with respect to an employee benefit plan (hereinafter an
"indemnitee"), whether the basis of such proceeding is alleged action in an
official capacity as a director, officer, employee or agent or in any other
capacity while serving as a director, officer, employee or agent, shall be
indemnified and held harmless by the Corporation to the fullest extent
authorized by the Delaware General Corporation Law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the Corporation to provide broader indemnification
rights than such law permitted the Corporation to provide prior to such
amendment), against all expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid in
settlement) reasonably incurred or suffered by the indemnitee in connection
therewith, and such indemnification shall continue as to an indemnitee who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the indemnitee's heirs, executors and administrators; provided,
however, that, except as provided in section (b) of this Article 10 with respect
to proceedings to enforce rights to indemnification, the Corporation shall
indemnify any such indemnitee in connection with a proceeding (or part thereof)
initiated by such indemnitee only if such proceeding (or part thereof) was
authorized by the Board of Directors of the Corporation. The right to
indemnification conferred by this Article 10 shall be a contract right and shall
include the right to be paid by the Corporation the expenses incurred in
defending any such proceeding in advance of its final disposition (hereinafter
an "advancement of expenses"); provided, however, that, if the Delaware General
Corporation Law
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so requires, an advancement of expenses incurred by an indemnitee in his or her
capacity as a director or officer (and not in any other capacity in which
service was or is rendered by such indemnitee, including without limitation
service to an employee benefit plan) shall be made only upon delivery to the
Corporation of an undertaking (hereinafter an "undertaking"), by or on behalf of
such indemnitee, to repay all amounts so advanced if it shall ultimately be
determined by final judicial decision from which there is no further right to
appeal (hereinafter a "final adjudication") that such indemnitee is not entitled
to be indemnified for such expenses under this Article 10 or otherwise.

     (b)  Right of Indemnitee to Bring Suit. If a claim under section (a) of
          ---------------------------------
this Article 10 is not paid in full by the Corporation within sixty days after a
written claim has been received by the Corporation, except in the case of a
claim for an advancement of expenses, in which case the applicable period shall
be twenty days, the indemnitee may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim. If successful in whole or
in part in any such suit, or in a suit brought by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the indemnitee
shall be entitled to be paid also the expense of prosecuting or defending such
suit. In any suit brought by an indemnitee to enforce a right to indemnification
hereunder (other than a suit brought by an indemnitee to enforce a right to an
advancement of expenses) it shall be a defense that the indemnitee has not met
the applicable standard of conduct set forth in the Delaware General Corporation
Law. In any suit by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the Corporation shall be entitled to
recover such expenses upon a final adjudication that the indemnitee has not met
the applicable standard of conduct set forth in the Delaware General Corporation
Law. Neither the failure of the Corporation (including its Board of Directors,
independent legal counsel, or stockholders) to have made a determination prior
to the commencement of such suit that indemnification of the indemnitee is
proper in the circumstances because the indemnitee has met the applicable
standard of conduct set forth in the Delaware General Corporation Law, nor an
actual determination by the Corporation (including its Board of Directors,
independent legal counsel, or stockholders) that the indemnitee has not met such
applicable standard of conduct, shall create a presumption that the indemnitee
has not met the applicable standard of conduct or, in the case of such a suit
brought by the indemnitee, be a defense of such a suit. In any suit brought by
the indemnitee to enforce a right to indemnification or to an advancement of
expenses hereunder, or by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the burden of proving that the
indemnitee is not entitled to such indemnification or to such advancement of
expenses, under this Article 10 or otherwise, shall be on the Corporation.

     (c)  Non-Exclusive Rights. The rights to indemnification and to the
          --------------------
advancement of expenses conferred by this Article 10 shall not be exclusive of
any other right which any person may have or hereafter acquire under any
statute, the Corporation's Certificate of Incorporation, as amended or
supplemented, By-law, agreement, vote of stockholders or disinterested directors
or otherwise.

     (d)  Insurance. The Corporation may maintain insurance, at its expense, to
          ---------
protect itself and any director, officer, employee or agent of the Corporation,
or another corporation, partnership, joint venture, trust or other enterprise,
against any expense, liability or
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                                                                               7

loss, whether or not the Corporation would have the power to indemnify such
person against such expense, liability or loss under the Delaware General
Corporation Law.

     (e)  Indemnification of Employees and Agents. The Corporation may, to the
          ---------------------------------------
extent authorized from time to time by the Board of Directors, grant rights to
indemnification and to the advancement of expenses to any employee or agent of
the Corporation to the fullest extent of the provisions of this Article 10 with
respect to the indemnification and advancement of expenses of directors and
officers of the Corporation.

     11.  Super-Majority Voting Requirement.
          ---------------------------------

     (a)  Without the affirmative vote of sixty-six and two-thirds percent (66
2/3%) of the voting power of all of the Common Stock of the Corporation entitled
to vote thereon (voting together as one class), the Corporation shall not:

          (i)    consolidate with or merge into or with any other Person (as
   hereinafter defined) unless the Corporation is the survivor of such
   consolidation or merger and no Change of Control (as hereinafter defined) has
   occurred thereby; or

          (ii)   sell, lease, exchange, transfer (by liquidation or otherwise),
   or otherwise dispose of all or substantially all of its properties and assets
   (or the properties and assets of all of its Subsidiaries (as hereinafter
   defined), taken as a whole) to any Person or Persons, whether in a single
   transaction or a series of related transactions; or

          (iii)  amend or otherwise modify or repeal this Article 11.

     (b)  For the purposes of this Article 11, the following terms shall have
the following meanings:

          (i)    "Affiliate" of a Person is any other Person that directly, or
   indirectly through one or more intermediaries, controls or is controlled by,
   or is under common control with, such Person.

          (ii)   "Change of Control" shall be deemed to have occurred if and
   when any Person or Persons shall become the beneficial owner or owners,
   directly or indirectly, of shares of the Class A Common and/or the Class B
   Common which represent 50 percent or more of the votes represented by all
   outstanding shares of Class A Common and Class B Common.

          (iii)  "Control" (including the terms "controlled by" and "under
   common control with") means the possession, direct or indirect, of the power
   to direct or cause the direction of the management and policies of a Person,
   whether through the ownership of voting securities, by contract or otherwise.

          (iv)   "Person" means and includes any individual, partnership,
   corporation, trust, unincorporated organization or other entity, and any
   government or
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          governmental authority, agency or political subdivision thereof. The
          term "Persons" shall include a Person and all Affiliates of such
          Person. The term "Person" and "Persons" shall also include any person
          or group of persons within the meaning of the Securities Exchange Act
          of 1934, as amended.

                         (v) "Subsidiaries" means, with respect to the
          Corporation, all corporations, partnerships, joint ventures, trusts
          and other entities of which the Corporation, directly or indirectly,
          owns an amount of voting securities, or possesses other ownership
          interests, having the power, direct or indirect, to elect a majority
          of the Board of Directors or other governing body thereof.

                12.  Relevant Considerations. In discharging the duties of their
                     -----------------------
respective positions, the Board of Directors, committees of the Board of
Directors and individual Directors may, in considering the best interests of the
Corporation, consider the effects of any action upon employees, general agents,
and other customers and creditors of the Corporation and its subsidiaries,
communities in which offices or other establishments of the Corporation are
located, the economy of the state and nation, and the long-term as well as the
short-term interests of the Corporation and its stockholders, including the
possibility that these interests may be best served by the continued
independence of the Corporation, and all other pertinent factors.

                13.  Classified Board of Directors. The Board of Directors shall
                     -----------------------------
be and are divided into three classes, designated Class I, Class II and Class
III, as nearly equal in number as possible, and the term of office of Directors
of one class shall expire at each annual meeting of stockholders, and in all
cases as to each Director, until his successor shall be elected and qualified or
until his earlier resignation, removal from office, death or incapacity.
Additional directorships resulting from an increase in number of Directors shall
be apportioned among the classes as equally as possible. At each annual meeting
of stockholders, the number of Directors equal to the number of Directors of the
class whose term expires at the time of such meeting (or if less, the number of
Directors properly nominated and qualified for election) shall be elected to
hold office until the third succeeding annual meeting of stockholders after
their election.

                This Restated Certificate of Incorporation shall be effective on
the date of filing by the Secretary of State of the State of Delaware.

                IN WITNESS WHEREOF, this Restated Certificate of Incorporation
which restates and integrates and further amends the provisions of the Restated
Certificate of Incorporation of this Corporation, and which has been duly
adopted in accordance with Sections 242 and 245 of the Delaware General
Corporation Law, has been executed by its duly authorized officer this 14th day
of November 2000.



                                   /s/  Mortimer B. Fuller, III
                                   -------------------------------------
                                   Mortimer B. Fuller, III
                                   Chairman of the Board, President and Chief
                                   Executive Officer