EXHIBIT 10.1


                                AMENDMENT NO. 1
                                     TO THE
                             GENESEE & WYOMING INC.
                    STOCK OPTION PLAN FOR OUTSIDE DIRECTORS

                            EFFECTIVE JULY 25, 1997


    WHEREAS, Genesee & Wyoming Inc., a Delaware corporation (the "Company"), has
established the Genesee & Wyoming Inc. Stock Option Plan for Outside Directors
(the "Plan"); and

    WHEREAS, deeming it appropriate and advisable so to do, and pursuant to
Section 14 of the Plan, the Board of Directors of the Company has authorized,
approved and adopted the amendment to the Plan set forth herein;

    NOW, THEREFORE, the Plan is hereby amended, effective July 25, 1997, as set
forth below:

        1.  The last sentence of Section "4(a)  GRANT DATES; NUMBER OF SHARES."
of the Plan is hereby amended to provide in its entirety as follows (with the
remainder of said Sec tion 4(a) being unchanged and unaffected by this Amendment
and continuing in full force and effect):

        "On the first anniversary and the second anniversary of the date he
        first became a Participating Director (each, a `Grant Date'), each New
        Director in office on such date shall automatically be granted an Option
        to purchase 1,000 Shares; provided, however that no Option shall be
        granted on any such Grant Date unless the Company's net income, after
        taxes, for the then most recently completed fiscal year, as shown on the
        Company's audited financial statements for that fiscal year, exceeds by
        at least 10 percent the Company's net income, after taxes, for the
        immediately preceding fiscal year."

        2.  Except as amended hereby, the Plan shall remain in full force and
effect in accordance with its terms.


    THIS AMENDMENT NO. 1 TO THE GENESEE & WYOMING INC. STOCK OPTION PLAN FOR OUT
SIDE DIRECTORS WAS AUTHORIZED, APPROVED AND ADOPTED BY THE BOARD OF DIRECTORS OF
THE COMPANY ON JULY 25, 1997.


                                     /S/ JAMES B. GRAY, JR.
                                     ----------------------
                                     JAMES B. GRAY, JR., SECRETARY