The Convertible Preferred has a conversion price of $23.00 per share, a cash coupon of 4.0%, is callable by GWI in four years, and is mandatorily redeemable in eight years. This conversion price reflects a 15% premium to the Company's average closing bid price of $20.01 over the past 5 trading days on the NASDAQ. The Convertible Preferred has not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or applicable exemption from registration requirements. In conjunction with the investment, T. Michael Long, a partner of Brown Brothers Harriman, will be elected to GWI's Board of Directors. Mr. Long currently sits on the Board of Directors of several public companies including HCA-The Healthcare Company, Gulf Canada Resources, and Nobel Biocare.

Brown Brothers Harriman, the oldest and largest private bank in America, has a long history in the railroad industry, beginning with the merger in 1931 between Brown Brothers and Harriman Brothers & Co., led by Averell and Roland Harriman, two sons of E. H. Harriman, the railroad entrepreneur who revitalized the Union Pacific in the late nineteenth century and acquired multiple other railroads including the Southern Pacific and the Baltimore and Ohio. The investment in Genesee & Wyoming reflects a continuation of Brown Brothers' long railroading tradition. The 1818 Funds, a family of private equity partnerships managed by Brown Brothers Harriman, provide growth equity capital to leading entrepreneurial companies.

GWI also announced the expected terms of its pending investment in Bolivia, which is subject to customary closing conditions and is expected to be completed this quarter. Following the transaction, GWI anticipates having an indirect 22.55% equity interest in Empresa Ferroviaria Oriental, S.A. (the "Oriental"), a railroad serving eastern Bolivia and connecting to railroads in Argentina and Brazil. The Company's investment will be made through a 90% owned subsidiary, Genesee & Wyoming Bolivia SRL ("GWB"), which will be 10% owned by UniRail, LLC. GWI's portion of the Oriental investment is to be composed of $6.66 million in cash, the assumption of non-recourse debt of $10.8 million at an interest rate of 7.67%, and a non-interest bearing contingent payment of $450,000 due in 3 years if certain financial results are achieved. GWB will also be entitled to its portion of Oriental's annual cash dividend for the year 2000, which will be distributed early in 2001. GWB will account for its investment in Oriental under the equity method of accounting.

For the nine months ended September 30, 2000, Oriental reported revenue of $23.6 million, earnings before interest, taxes, depreciation and amortization ("EBITDA") of $12.3 million and net income of $6.2 million under local accounting standards. Pro forma for GWB's 22.55% equity interest, the adjustment of Oriental's financial statements to GWI's accounting standards, and the issuance and assumed conversion of the initial $10 million investment of Convertible Preferred, the Company expects that the Oriental will be modestly accretive to its earnings per share.

Mortimer B. Fuller III, Chairman and Chief Executive Officer of GWI commented, "The private placement of Convertible Preferred Stock and the closing of the Bolivia investment are significant to GWI for three main reasons. First, the investment by Brown Brothers Harriman will lend further financial flexibility and expertise to the growth of our business. Second, the funding terms of the Convertible Preferred provide us with further balance sheet flexibility to make additional acquisitions in an attractive global privatization climate. Third, the transaction underscores GWI's commitment to accretive acquisitions."

Fuller continued, "We are pleased to invest in Oriental and to establish a platform for growth in South America. The success of Oriental's current business reflects both the quality of its customers -- many of which are multinational agribusiness companies -- and the importance of the railroad to the Bolivian economy. With the experience and leadership of UniRail's Larry McCaffrey, we anticipate further building Oriental's domestic revenue base and also plan to expand traffic flows to Argentina and Brazil. In addition, the application of U.S. operating practices should make the railroad increasingly efficient and profitable."

GWI is a leading operator of short line and regional freight railroads in the United States, Canada, Mexico, and Australia, and provides freight car switching and related services to industrial companies that have extensive railroad facilities within their complexes. In 1999, GWI marked the one-hundredth anniversary of its founding as a 14-mile railroad in upstate New York. The Company today operates in four countries on two continents over 3,750 miles of owned and leased track. It also operates over an additional 2,700 miles under track access arrangements.

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