Exhibit 10.3

                    [Letterhead of Genesee & Wyoming Inc.]


                                                             December 12, 2000


Mortimer B. Fuller III
c/o Genesee & Wyoming Inc.
66 Field Point Road
Greenwich, CT  06830

The 1818 Fund III, L.P.
c/o Brown Brother Harriman & Co.
59 Wall Street
New York, NY 10005
Attention:  Mr. T. Michael Long

Dear Sirs:

          Reference is made to the Stock Purchase Agreement, dated October 19,
2000 (as amended from time to time, the "Stock Purchase Agreement"), by and
between Genesee & Wyoming Inc. (the "Company"), and The 1818 Fund III L.P. (the
"Purchaser").  This letter (the "Agreement") sets forth the terms and
conditions of the agreement reached between the Company, Mortimer B. Fuller
III ("MBF") and the Purchaser regarding the Purchaser's rights to
representation on the Board of Directors of the Company (the "Board of
Directors") and certain other matters.

          All capitalized terms used herein and not otherwise defined shall
have the meaning ascribed to such terms in the Stock Purchase Agreement.

          1.   Board Representation.
               --------------------
               (a)  The Company shall, within 30 days after the date hereof,
promptly cause one vacancy to be created on its Board of Directors (by
increasing the number of members of the Board of Directors or otherwise) and
at such time shall cause one person designated by the Purchaser and that is
reasonably acceptable to the Company to be selected to fill such vacancy;
provided that each of T. Michael Long and Walter Grist shall be deemed to be
acceptable to the Company.  Such designee shall serve until the next succeeding
annual meeting of stockholders of the Company to be held after such election.
Notwithstanding the foregoing, at any time that the Purchaser does not
continue to own at least 20% of the shares of Class A Common Stock issued or
issuable upon conversion of the Preferred Stock (whether or not the Preferred
Stock has been converted), such designee shall tender his or her resignation
to the Company's Board of Directors at the next succeeding annual meeting of
stockholders, whether or not such designee's term of office expires at such
meeting.

<PAGE>

               (b)  Commencing with such next succeeding annual meeting of
stockholders of the Company referred to in subsection (a) above and at each
annual meeting of stockholders of the Company thereafter, so long as the
Purchaser holds 20% of the shares of Class A Common Stock issued or issuable
upon conversion of the Preferred Shares (whether or not the Preferred Shares
have been converted)the Purchaser shall be entitled to designate one director
who shall be acceptable to the Company to the Company's Board of Directors;
provided that each of T. Michael Long and Walter Grist shall be deemed to be
acceptable to the Company.  The Company shall cause such designee of the
Purchaser to be included in the slate of nominees recommended by the Board to
the Company's stockholders for election as directors, and the Company shall use
its reasonable best efforts to cause the election of such designee, including
voting all shares for which the Company holds proxies (unless otherwise
directed by the stockholder submitting such proxy) or is otherwise entitled
to vote, in favor of the election of such person.  Notwithstanding the
foregoing, at any time that the Purchaser does not continue to own at least
20% of the shares of Class A Common Stock issued or issuable upon conversion
of the Preferred Stock (whether or not the Preferred Stock has been
converted), such designee shall tender his or her resignation to the
Company's Board of Directors at the next succeeding annual meeting of
stockholders, whether or not such designee's term of office expires at such
meeting.

               (c)  In the event such designee of the Purchaser shall cease to
serve as a director for any reason, other than by reason of the Purchaser not
being entitled to designate a designee as provided in Section 1(a) or 1(b), the
Company shall use its reasonable best efforts to cause the vacancy resulting
thereby to be filled by a designee of the Purchaser that is reasonably
acceptable to the Company; provided that each of T. Michael Long and Walter
Grist shall be deemed to be acceptable to the Company.

               (d)  In addition to the rights granted pursuant to Section 1(a),
(b) and (c) above, the Purchaser shall have the right to have a representative
reasonably acceptable to the Company attend all portions of regular and special
meetings of the Board of Directors of the Company not reserved for members of
the Board of Directors of the Company only except to the extent counsel to the
Company advises that such attendance or receipt of information thereat could
jeopardize matters of attorney-client privilege or otherwise not be in the
Company's best interests as a whole.  Such representative shall agree in
writing at the time of his or her designation that he or she shall be bound
by the same fiduciary duties (including those relating to confidentiality) as
apply to members of the Board.  Such right is further conditioned upon the
receipt of an agreement in writing pursuant to which such representative
agrees to keep confidential all discussions held, and materials distributed,
at the meeting of the Company's Board of Directors.  The visitation rights
set forth above shall include the right to receive the same notice and
materials provided to Board and committee members.  For the avoidance of
doubt, it is understood and agreed that each of T. Michael Long and Walter
Grist shall be deemed acceptable to the Company for purposes of this Section
1(d).


<PAGE>

               (e)  From and after the date hereof and so long as the Purchaser
continues to hold at least 20% of the shares of Class A Common Stock issued or
issuable upon conversion of the Preferred Stock (whether or not the Preferred
Stock has been converted), at each annual or special stockholders meeting
called for the election of directors, and whenever the stockholders of the
Company act by written consent with respect to the election of directors, MBF
agrees to vote or otherwise give such stockholder's consent in respect of all
shares of the capital stock of the Company (whether now or hereafter acquired)
owned (whether jointly or severally) or, to the extent permitted by law,
controlled (including shares held by the Estate of Frances A. Fuller (until
distributed in accordance with Section 2(f)), but excluding shares held by the
Overlook Estate Foundation, Inc. or the Frances A. Fuller Family Trust) by such
stockholder, and take all other appropriate action, in order to cause:

                    (i) the election to the Board of Directors of the designee
of the Purchaser pursuant to this Section 1;

                   (ii) the removal from the Board of Directors (with or with-
out cause) of any director elected in accordance with clause (i) above upon the
written request of the Purchaser; and

                  (iii) upon any vacancy in the Board as a result of any
individual designated as provided in clause (i) above ceasing to be a member of
the Board of Directors, whether by resignation or otherwise, the election to
the Board of Directors as promptly as possible of an individual designated by
the Purchaser that is reasonably acceptable to the Company; provided that each
of T. Michael Long and Walter Grist shall be deemed to be acceptable to the
Company.

               (f)  No party hereto shall grant any proxy or enter into or
agree to be bound by any voting trust with respect to shares of capital stock
held by it, nor shall any party hereto enter into any stockholder agreement or
arrangement of any kind with respect to shares of capital stock held by it,
which conflicts or is inconsistent in any manner with the provisions of this
Agreement.

          2.   Transfer.
               --------

               (a)  MBF shall not sell, transfer, assign, pledge or otherwise
dispose of any capital stock of the Company in a single or series of related
private transactions (a "Transfer") other than in compliance with this Section
2. MBF agrees not to consummate any Transfer (other than a Transfer to a
Permitted Transferee pursuant to Sections 2(c), 2(d) and 2(e) or transaction
permitted under Section 2(f)) until the expiration of a 15-day period (the
"Election Period") following delivery by MBF of a Transfer Notice pursuant to
Section 2(b).




<PAGE>

               (b)  If at any time MBF desires to transfer 15% or more of the
shares of Common Stock directly owned (whether jointly or severally) by him
(which, for purposes of this section 2 shall include shares owned by the Estate
of Frances A. Fuller (until distributed in accordance with Section 2(f)), but
exclude shares owned by the Overlook Estate Foundation, Inc. or the Frances
A. Fuller Family Trust) in a single or series of related private transactions
to a Person other than a Permitted Transferee or as set forth in Section
2(f), and, so long as the Purchaser owns 20% of the shares of Common Stock
issued or issuable upon conversion of the Preferred Stock, MBF shall notify
the Company and the Purchaser of such desire (the "Transfer Notice").  The
Purchaser shall have the right, exercisable by written notice to the Company
and to MBF prior to the expiration of the Election Period, to participate in
such Transfer on a pro rata basis on the same terms and conditions as MBF.
In the event that the Purchaser elects to participate in a Transfer pursuant
to this Section 2(b), MBF and the Purchaser shall be entitled to sell in such
Transfer the number of shares of Common Stock determined by multiplying the
number of shares covered by the Transfer Notice by a fraction, the numerator
of which is the number of shares of Common Stock or Common Stock issued or
issuable upon conversion of the Preferred Stock held by MBF or the Purchaser
(determined on a fully diluted basis), as the case may be, and the
denominator of which is the number of shares of Common Stock or Common Stock
issued or issuable upon conversion of the Preferred Stock held by both MBF
and the Purchaser (determined on a fully diluted basis).  MBF shall not
effect any Transfer subject to this Section 2(b) unless the purchaser agrees
to the participation of the Purchaser in such transaction as specified above
or, in the alternative, MBF purchases the shares that the Purchaser is
entitled to include in such Transfer on the terms set forth in the Transfer
Notice concurrently with the closing of such Transfer.  For the avoidance of
doubt, it is understood and agreed that this Section 2(b) does not apply to
Transfers by MBF, in a single or series of related transactions that do not
exceed, individually or in the aggregate, 15% or more of the shares of Common
Stock directly owned by him.

               (c)  Permitted Transfers. The restrictions set forth in this
Section 2 shall not apply to Transfers of Common Stock to (i) a member of MBF's
immediate family, which shall include MBF, his spouse, siblings (except as set
forth in Section 2(f)), children or grandchildren ("Family Members") or (ii) a
trust, corporation, partnership or limited liability company, all of the
beneficial interests in which shall be held by MBF or one or more Family
Members of MBF; provided, however, that during the period that any such trust,
corporation, partnership or limited liability company holds any right, title or
interest in any shares of Common Stock, no Person other than MBF or one or more
Family Members of MBF may be or may become beneficiaries, stockholders, limited
or general partners or members thereof (the Persons referred to in the pre-
ceding clauses (i) and (ii) are each referred to hereinafter as a "Permitted
Transferee").  A Permitted Transferee of shares of Common Stock pursuant to
this Section 2(c) may transfer shares of Common Stock received after the date
hereof pursuant to this Section 2(c) only to MBF or to a Person that is a
Permitted Transferee.  MBF shall not avoid the provisions of this Agreement
by making one or more transfers to one or more Permitted Transferees and then
disposing of all or any portion of MBF's interest in any such Permitted
Transferee, and any transfer or attempted transfer in violation of this
covenant shall be null and void ab initio.

<PAGE>

               (d)  Permitted Transfer Procedures.  If MBF wishes to transfer
shares of Common Stock to a Permitted Transferee under Section 2(c), MBF shall
give notice to the Company of his intention to make such a transfer not less
than seven (7) days prior to effecting such transfer, which notice shall state
the name and address of each Permitted Transferee to whom such transfer is pro-
posed, the relationship of such Permitted Transferee to MBF, and the number of
shares of Common Stock proposed to be transferred to such Permitted Transferee.

               (e)  Transfers in Compliance with Law; Substitution of
Transferee.  Except as set forth in Section 2(f), notwithstanding any other
provision of this Agreement, no transfer may be made pursuant to this Section 2
to a Permitted Transferee unless (a) the Permitted Transferee has agreed in
writing to be bound by the terms and conditions of this Agreement pursuant to
an instrument in form and substance satisfactory to the Company, (b) the
transfer complies in all respects with the applicable provisions of this
Agreement and (c) the transfer complies in all respects with applicable federal
and state securities laws, including, without limitation, the Securities Act.
Upon becoming a party to this Agreement, a Permitted Transferee shall be
substituted for, and shall enjoy the same rights and be subject to the same
obligations as MBF hereunder with respect to the shares of Common Stock
transferred to such Permitted Transferee.

               (f)  Exempt Transactions.  Notwithstanding any other provision
of this Agreement, the restrictions set forth in this Section 2 shall not apply
to (i) Transfers of Common Stock to permit MBF to, directly or indirectly,
satisfy his obligations under the Agreement, dated May 13, 1997, between MBF
and Suzanne Fuller; provided, however, that such Transfers do not,
individually or in the aggregate, exceed 45,000 shares of Common Stock, (ii)
sales of Common Stock by financial institutions pursuant to pledge agreements
executed by MBF and existing as of the date of this agreement, or (iii)
distributions of Common Stock by the Estate of Frances A. Fuller to Patricia
A. Fuller or Frances F. Gunster, whether directly or in trust.  For the
avoidance of doubt, the transferees in transactions effected pursuant to the
preceding sentence shall not be required to agree in writing to or otherwise
be bound by the terms and conditions of this Agreement.

          3.   Other Agreements.
               ----------------
               (a)  This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.


<PAGE>

               (b)  This Agreement constitutes the entire agreement of the
parties hereto with respect to the subject matter hereof and cannot be modified
or amended except in writing signed by the parties hereto.

               (c)  This Agreement may be executed in counterparts, all of
which taken together shall constitute one instrument.

          Please confirm that the foregoing correctly sets forth our
understanding by signing and returning the enclosed duplicate copy of this
Agreement.

                                               Sincerely,

                                               GENESEE & WYOMING INC.


                                               By: /s/ John C. Hellmann
                                                  ----------------------------
                                               Name:   John C. Hellmann
                                               Title:  Chief Financial Officer





































<PAGE>

Accepted and Agreed to
this 12 day of December, 2000

THE 1818 FUND III, L.P.

By:  Brown Brothers Harriman & Co.
     its General Partner


     By:    /s/ Walter Grist
            ----------------------------
     Name:  Walter Grist
     Title: Senior Manager


Mortimer B. Fuller, III

/s/ Mortimer B. Fuller, III
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