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                                                                    EXHIBIT 10.1

                                AMENDMENT NO. 3
                                     to the
                             GENESEE & WYOMING INC.
                             1996 STOCK OPTION PLAN

                            Effective April 14, 2000


    WHEREAS, Genesee & Wyoming Inc., a Delaware corporation (the "Company"), has
established the Genesee & Wyoming Inc. 1996 Stock Option Plan, as heretofore
amended (the "Plan"); and

    WHEREAS, deeming it appropriate and advisable so to do, and pursuant to
Section 19 of the Plan, the Board of Directors of the Company has authorized,
approved and adopted the further amendments to the Plan set forth herein;

    NOW, THEREFORE, the Plan is hereby amended and restated in its entirety,
effective April 14, 2000, as set forth below:
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                             Genesee & Wyoming Inc.

                             1996 Stock Option Plan

                   as amended and restated on April 14, 2000
            (including those amendments comprising Amendment No. 3)


1.  Purpose.

    The Genesee & Wyoming Inc. 1996 Stock Option Plan (the "Plan"), effective
June 24, 1996 and subsequently amended, is designed to create an incentive for
executive and other employees of Genesee & Wyoming Inc., a Delaware corporation
(the "Company"), and its subsidiaries, to remain in the employ of the Company
and its subsidiaries and to contribute to their success by providing the
opportunity for stock ownership.  The Company may grant under the Plan both
incentive stock options within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code") ("Incentive Stock Options") and
stock options that do not qualify for treatment as Incentive Stock Options
("Nonstatutory Stock Options").  Unless expressly provided to the contrary, all
references herein to "Options" include both Incentive Stock Options and
Nonstatutory Stock Options.

2.  Administration.

    (a) The Plan shall be administered by a committee (the "Stock Option
Committee") which shall be comprised of two or more members of the Board of
Directors of the Company.

    (b) Each member of the Stock Option Committee shall be a "Non-Employee
Director" of the Company within the meaning of Rule 16b-3 promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act").

    (c) Subject to the express provisions of the Plan, the Stock Option
Committee shall have the authority, in its discretion and without limitation:

        (i) to determine the individuals to whom Options are granted, whether an
    Option is intended to be an Incentive Stock Option or a Nonstatutory Stock
    Option, the times when such individuals shall be granted Options, the number
    of shares to be subject to each Option, the term of each Option, the date
    when each Option shall become exercisable, whether an Option shall be
    exercisable in whole or in part in installments, the number of shares to be
    subject to each installment, the date each installment shall become
    exercisable, the term of each installment, and the option price of each
    Option;

        (ii) to accelerate the date of exercise of any Option or any installment
    thereof (irrespective of any vesting schedule that may have been part of the
    grant of such Option);

        (iii)  to modify unilaterally the terms of any Option grant or Option
    exercise (irrespective of the provisions of any stock option agreement) so
    as to avoid variable accounting treatment under Accounting Principles Board
    Opinion No. 25 or any Financial Accounting Standards Board interpretation;
    and

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        (iv) to make all other determinations necessary or advisable for
    administering the Plan.

    (d) The Stock Option Committee shall act by majority vote.  The decision of
the Stock Option Committee on any question concerning or involving the
interpretation or administration of the Plan shall, as between the Company and
Option holders, be final and conclusive.  The Stock Option Committee may consult
with counsel, who may be counsel for the Company, and shall not incur any
liability for any action taken in good faith in reliance upon the advice of
counsel.

3.  Eligibility.

    (a) Participants in the Plan shall be selected by the Stock Option Committee
from among the full-time employees of the Company, including those who are also
directors or officers thereof.  An employee on leave of absence may be
considered as still in the employ of the Company for purposes of eligibility for
participation in the Plan.  All references in this Plan to employees of the
Company shall include employees of any parent or subsidiary of the Company, as
those terms are defined in Section 424 of the Code.

    (b) The right of the Company to terminate the employment of a Plan
participant at any time, with or without cause, shall in no way be restricted by
the existence of the Plan, any Option granted hereunder, or any stock option
agreement relating thereto.

4.  Number of Shares.

    Subject to the provisions of Section 5, the total number of shares of the
Company's Class A Common Stock, par value $.01 per share (the "Class A Common
Stock"), which may be issued under Options granted pursuant to the Plan shall
not exceed 850,000.  Shares subject to the Plan may be either authorized but
unissued shares or shares that were once issued and subsequently reacquired by
the Company.  If any Option is surrendered before exercise, or lapses without
exercise, or for any other reason ceases to be exercisable, the shares reserved
therefor shall continue to be available for the grant of Options under the Plan.
The Plan shall terminate on June 23, 2006, or the earlier dissolution of the
Company, and no Option shall be granted after such date.

5.  Adjustment Provisions.

    In the event that:

        (a) in connection with a merger or consolidation of the Company or a
    sale by the Company of all or a part of its assets, the outstanding shares
    of Class A Common Stock are exchanged for a different number or class of
    shares of stock or other securities of the Company, or for shares of the
    stock or other securities of any other entity; or

        (b) new, different or additional shares or other securities of the
    Company or of another entity are received by the holders of Class A Common
    Stock, whether by way of recapitalization or otherwise; or

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        (c) any dividend in the form of stock is made to the holders of Class A
    Common Stock, or any stock split or reverse split pertaining to Class A
    Common Stock is effected;

then the Stock Option Committee shall make the appropriate adjustment to:

        (i) the number and kind of shares or other securities that may be issued
    upon exercise of Options yet to be granted;

        (ii)  the option price per share to be paid upon exercise of each
    outstanding Option; and

        (iii)  the number and kind of shares or other securities covered by each
    outstanding Option.

6.  Incentive Stock Options.

    (a) The aggregate fair market value (determined as of the Grant Date of the
Option) of the shares with respect to which Incentive Stock Options are
exercisable for the first time by a grantee during any calendar year (under all
plans of the Company and any parent and subsidiaries of the Company) shall not
exceed $100,000.

    (b) If any Incentive Stock Option is for any reason disqualified as an
incentive stock option within the meaning of Section 422 of the Code, it shall
instead remain in full force and effect, in accordance with its terms, as a
Nonstatutory Stock Option.

7.  Option Price.

    (a) For purposes of the Plan, the term "Grant Date" shall mean either (i)
the date on which the grant of an Option is duly authorized by the Stock Option
Committee, or (ii) the later date specified in the authorizing resolutions of
the Stock Option Committee as the date on which the Option is granted.  The
option price at which an Option shall be exercisable shall be at least the fair
market value per share of the Class A Common Stock on the Grant Date of such
Option.  However, if an Incentive Stock Option is granted to any person who
would, after the grant of such Option, be deemed to own stock possessing more
than 10 percent of the total combined voting power of all classes of stock of
the Company, or of any parent or subsidiary of the Company (a "Ten Percent
Stockholder"), the option price shall be not less than 110 percent of the fair
market value per share of the Class A Common Stock on the Grant Date of such
Option.

    (b) For purposes of the Plan, the fair market value per share of the Class A
Common Stock on any date ("Fair Market Value") shall be the closing price of the
Class A Common Stock on the principal national securities exchange on which the
Class A Common Stock is then listed or admitted to trading, and the closing
price shall be the last reported sale price regular way on such date (or, if no
sale takes place on such date, the last reported sale price regular way on the
next preceding date on which such sale took place), as reported by such
exchange.  If the Class A Common Stock is not then so listed or admitted to
trading on a national securities exchange, then Fair Market Value shall be the
closing price (the last reported sale price regular way) of the Class A Common
Stock in the over-the-counter market as reported by the National Association of
Securities Dealers Automated Quotation System ("NASDAQ"), if the closing price
of the Class A Common Stock is then reported by NASDAQ.  If the Class A Common
Stock closing price is

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not then reported by NASDAQ, then Fair Market Value shall be the mean between
the representative closing bid and closing asked prices of the Class A Common
Stock in the over-the-counter market as reported by NASDAQ. If the Class A
Common Stock bid and asked prices are not then reported by NASDAQ, then Fair
Market Value shall be the quote furnished by any member of the National
Association of Securities Dealers, Inc. selected from time to time by the
Company for that purpose. If no member of the National Association of Securities
Dealers, Inc. then furnishes quotes with respect to the Class A Common Stock,
then Fair Market Value shall be determined by resolution of the Company's Board
of Directors. Notwithstanding the foregoing provisions of this Section 7(b), if
the Board of Directors shall at any time determine that it is impracticable to
apply the foregoing methods of determining Fair Market Value, then the Board of
Directors is hereby empowered to adopt any other reasonable method for such
purpose.

8.  Term of Options.

    Subject to the provisions of Section 18, the term of each Option shall be
determined by the Stock Option Committee, but in no event shall an Option be
exercisable, either in whole or in part, after the expiration of ten years from
the Grant Date of such Option.  Notwithstanding the foregoing, an Incentive
Stock Option granted to a Ten Percent Stockholder shall not be exercisable,
either in whole or in part, after the expiration of five years from the Grant
Date of such Option.  The Stock Option Committee and an Option holder may at any
time by mutual agreement terminate any Option held by such Option holder.

9.  Stock Option Agreements.

    Each Option shall be evidenced by a written agreement which sets forth:  (a)
the number of shares subject to the Option; (b) the option price; (c) the
vesting schedule of the Option or a statement that the Option is immediately
exercisable in full; (d) the expiration date of the Option; (e) the method of
payment on exercise of the Option; (f) whether the Option is intended to be an
Incentive Stock Option or a Nonstatutory Stock Option; and (g) such additional
provisions, not inconsistent with the Plan, as the Stock Option Committee may
prescribe.

10. Exercise of Options.

    (a) Each Option, or any installment thereof, shall be exercised, whether in
whole or in part, by giving written notice to the Company at its principal
office, specifying the number of shares of Class A Common Stock being purchased
and the purchase price being paid, and accompanied by payment in full of the
purchase price.

    (b) An Option holder shall pay for the shares subject to the Option by one
or any combination of the following methods, as determined by the Stock Option
Committee on the Grant Date of the Option: (i) in cash, or (ii) by delivery of
shares of Class A Common Stock already owned by the Option holder and held by
the Option holder for any holding period required by law or regulation.  Any
shares of Class A Common Stock that are so delivered to pay the option price
shall be valued at Fair Market Value on the date of such Option exercise.

    (c) The exercise of an Option shall be conditioned upon the Option holder
making arrangements satisfactory to the Stock Option Committee for the payment
to the Company of the amount of all taxes required by any governmental authority
to be withheld and paid over by the

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Company to the governmental authority on account of the exercise. The payment of
such withholding taxes to the Company shall be made by one or any combination of
the following methods, as determined by the Stock Option Committee on the Grant
Date of the Option: (i) in cash, or (ii) by the Company withholding such taxes
from any other compensation owed to the Option holder by the Company or any of
its subsidiaries.

11. Non-Assignment.

    Each Option by its terms shall provide that it is not transferable by the
grantee other than by will or the laws of descent and distribution, and that
during the lifetime of the grantee, it is exercisable only by him; except that a
Nonstatutory Stock Option may be transferred during the lifetime of a grantee,
and may be exercised by the transferee in accordance with the express terms of
such Nonstatutory Stock Option and the stock option agreement applicable
thereto, but only if and to the extent that such transfer is permitted by the
Stock Option Committee, in its discretion, pursuant to the express terms of a
stock option agreement and subject to any terms and conditions which the Stock
Option Committee may impose thereon; provided, however, that Nonstatutory Stock
Options that are transferable may be granted only on terms that do not preclude
other grants of Options under the Plan that are exempt under Rule 16b-3
promulgated under the Exchange Act.  A transferee or other person claiming any
rights under the Plan shall be subject to all of the terms and conditions of the
Plan and of the stock option agreement applicable to such transferee's
transferor (except as otherwise determined by the Stock Option Committee) and to
any additional terms and conditions which the Stock Option Committee may deem
appropriate.

12. Death of Grantee.

    In the event that a grantee shall die:

        (i) while he is an employee of the Company, or within three months after
   termination of such employment (or within such other period after termination
   of employment as may be determined by the Stock Option Committee and set
   forth in the applicable stock option agreement); and

        (ii) prior to the complete exercise of Options granted to him under the
   Plan;

then any such remaining Options with exercise periods outstanding may be
exercised, in whole or in part, within one year after the date of the grantee's
death (or within such other period after the grantee's death as may be
determined by the Stock Option Committee and set forth in the applicable stock
option agreement) and then only:

        (a) by the grantee's estate, by such person(s) to whom the grantee's
    rights hereunder shall have passed under his will or the laws of descent and
    distribution, or by a transferor contemplated by Section 11;

        (b) to the extent that the grantee was entitled to exercise the Option
    on the date of his death, and subject to all of the conditions on exercise
    imposed hereby; and

        (c) prior to the expiration of the term of the Option.

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13. Termination of Employment.

    (a) During the lifetime of a grantee, an Option shall be exercisable only
while he is an employee of the Company and has been an employee continuously
since the Grant Date of the Option, or within three months after the date on
which he ceases to be such an employee for any reason (or within such other
period after termination of his employment as may be determined by the Stock
Option Committee and set forth in the applicable stock option agreement);
provided, however, that in the case of a grantee who is permanently and totally
disabled (within the meaning of Section 22(e)(3) of the Code), such three-month
period shall instead be one year (or such other period as may be determined by
the Stock Option Committee and set forth in the applicable stock option
agreement).

    (b) Any Option that is exercisable after termination of employment, as
provided by Section 13(a), shall be exercisable only to the extent that the
grantee would have been entitled to exercise the Option on the date of
termination of employment; and further, no Option shall be exercisable after the
expiration of the term thereof.

    (c) For purposes of this Section 13, an employment relationship shall be
treated as continuing during the period when a grantee is on military duty, sick
leave or other bona fide leave of absence if the period of such leave does not
exceed 90 days or, if longer, so long as a statute or contract guarantees the
grantee's right to re-employment with the Company.  When the period of leave
exceeds 90 days and the individual's right to re-employment is not so
guaranteed, the employment relationship shall be deemed to have terminated on
the 91st day of such leave.

14. Additional Requirements.

    Each grant of an Option under the Plan, and (unless a Registration Statement
with respect thereto shall then be effective under the Securities Act of 1933,
as amended (the "Securities Act")) each issuance of shares of Class A Common
Stock upon exercise of an Option, shall be conditioned upon the Company's prior
receipt of representations of investment intent, in form and content
satisfactory to counsel for the Company, of the Option holder that such Option
and such shares are being acquired by such holder solely for investment and not
with a view to, or for sale in connection with, any distribution thereof, nor
with any present intention of selling, transferring or disposing of the same.
Any shares of Class A Common Stock acquired by the holder upon exercise of the
Option may not thereafter be offered for sale, sold or otherwise transferred
unless (a) a Registration Statement with respect thereto shall then be effective
under the Securities Act, and the Company shall have been furnished with proof
satisfactory to it that such holder has complied with applicable state
securities laws, or (b) the Company shall have received an opinion of counsel in
form and substance satisfactory to counsel for the Company that the proposed
offer for sale, sale or transfer is exempt from the registration requirements of
the Securities Act and may otherwise be transferred in compliance with the
Securities Act and in compliance with any other applicable law, including all
applicable state securities laws; and the Company may withhold transfer,
registration and delivery of such securities until one of the foregoing
conditions shall have been met.

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15. Listing and Registration.

    The Company, in its discretion, may postpone the issuance and delivery of
shares upon any exercise of an Option until completion of such stock exchange
listing, or registration or other qualification of such shares under any state
or federal law, rule or regulation, as the Company may consider appropriate; and
may require any person exercising an Option to make such representations and
furnish such information as it considers appropriate in connection with the
issuance of the shares in compliance with applicable law, including without
limitation federal or state laws regulating the sale or issuance of securities.
Notwithstanding the foregoing, the Company shall be under no obligation
whatsoever to list, register or otherwise qualify any shares subject to Options
under the Plan.

16. Rights as a Stockholder.

    No Option holder shall have any rights as a stockholder with respect to the
shares of Class A Common Stock purchased by him pursuant to the exercise of an
Option until the date of the issuance to him of a stock certificate representing
such shares.  No adjustment shall be made for dividends or for distributions of
any other kind with respect to shares for which the record date is prior to the
date of the issuance to the Option holder of a certificate for the shares.

17. Effect of Acquisition, Reorganization or Liquidation.

    Notwithstanding any provision to the contrary in this Plan or in any
agreement evidencing Options granted hereunder, all Options with exercise
periods then currently outstanding shall become immediately exercisable in full
and remain exercisable until their expiration in accordance with their
respective terms upon the occurrence of either of the following events:

        (a) the first purchase of shares pursuant to a tender or exchange offer
    which is intended to effect the acquisition of more than 50% of the voting
    power of the Company (other than a tender or exchange offer made by the
    Company); or

        (b) approval by the Company's stockholders of: (i) a merger or
    consolidation of the Company with or into another corporation (other than a
    merger or consolidation in which the Company is the surviving corporation
    and which does not result in any reclassification or reorganization of the
    shares), (ii) a sale or disposition of all or substantially all of the
    Company's assets, or (iii) a plan of complete liquidation or dissolution of
    the Company.

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18. Conditional Options.

    Prior to approval and ratification of the Plan by the stockholders of the
Company, the Stock Option Committee may grant "Conditional Options" under the
Plan.  In addition, in the event that any amendment to the Plan requires
approval and ratification by the stockholders, then prior to such approval and
ratification the Stock Option Committee may grant Conditional Options under the
Plan.  Conditional Options may be granted under the Plan only under the
following conditions: (a) a Conditional Option shall be clearly identified as a
Conditional Option; (b) the grant of a Conditional Option shall be expressly
conditioned upon the approval and ratification of the Plan (or of the amendment
to the Plan, as the case may be) by the stockholders of the Company; (c) such
stockholder approval and ratification shall occur no later than the Annual
Meeting of Stockholders of the Company next following the effective date of the
Plan (or of the amendment to the Plan, as the case may be); and (d)
notwithstanding any other provision of the Plan, no holder of a Conditional
Option shall have any right to exercise such Option prior to such approval and
ratification of the Plan (or of the amendment to the Plan, as the case may be)
by the stockholders.  Notwithstanding any other provision of the Plan, prior to
approval and ratification of the Plan (or of the amendment to the Plan, as the
case may be) by the stockholders of the Company, no holder of a Conditional
Option shall have any right to sell, assign, transfer, pledge or encumber the
Conditional Option, or the shares underlying the Conditional Option, except by
will or the laws of descent and distribution.  If the stockholders of the
Company fail to approve and ratify the Plan (or the amendment to the Plan, as
the case may be) at such Annual Meeting of Stockholders, then all Conditional
Options granted hereunder conditioned upon such approval and ratification shall
be automatically cancelled and shall immediately become null and void.

19. Amendment of Plan.

    The Plan may be amended at any time by the Board of Directors, provided that
(except for amendments made pursuant to Section 5) no amendment made without the
approval and ratification of the stockholders of the Company shall increase the
total number of shares which may be issued under Options granted pursuant to the
Plan, reduce the minimum option price, extend the latest date upon which Options
may be granted or shall be exercisable, change the class of employees eligible
to be granted Options, or otherwise materially increase the benefits accruing to
participants under the Plan.

20. No Reservation of Shares.

    The Company shall be under no obligation to reserve shares of Class A Common
Stock or other securities to satisfy the exercise of Options.  The grant of
Options hereunder shall not be construed as constituting the establishment of a
trust of such shares, and no particular shares shall be identified as optioned
or reserved for issuance hereunder.  The Company shall have complied with the
terms of the Plan if, at the time of its delivery of shares upon the exercise of
any Option, it has a sufficient number of shares authorized and unissued, or
issued and held in its treasury, which may then be delivered under the Plan,
irrespective of the date on which such shares were authorized.

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21. Application of Proceeds.

    The proceeds of the sale of shares of Class A Common Stock by the Company
under the Plan will constitute general funds of the Company and may be used by
the Company for any purpose.

22. Choice of Law.

    The validity, interpretation and administration of the Plan and of any
rules, regulations, determinations or decisions made hereunder, and the rights
of any and all persons having or claiming to have any interest herein or
hereunder, shall be determined exclusively in accordance with the laws of the
State of Delaware (without regard to the choice of law provisions of such laws).

23. Rule 16b-3 Qualification.

    Some or all of the Options granted under the Plan are intended to qualify
under Rule 16b-3 promulgated under the Exchange Act.

24. In General.

    (a) As used herein, the masculine pronoun shall include the feminine and the
neuter, as appropriate to the context.

    (b) As used herein, the term "Section" shall mean the appropriate Section of
the Plan.


                                   * * * * *


    The foregoing amendment and restatement of the Genesee & Wyoming Inc. 1996
Stock Option Plan was duly adopted by the Board of Directors of Genesee &
Wyoming Inc. on April 14, 2000.


                                    /s/ Mark W. Hastings
                                    --------------------
                                    Mark W. Hastings, Secretary

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