UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934

                               (Amendment No. 2)*

                             GENESEE & WYOMING INC.
                                (Name of Issuer)

                              Common Stock, Class A
                         (Title of Class of Securities)

                                    371559105
                                 (CUSIP Number)

                               Sepbember 30, 2003
             (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
13G is filed:

      |X| Rule 13d-1(b)
      |_| Rule 13d-1(c)
      |_| Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).




CUSIP NO. 371559105

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1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

     Palisade Capital Management, L.L.C.
     22-3330049
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2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

                                                                 (a)  |_|
                                                                 (b)  |_|
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3.   SEC USE ONLY


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4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     New Jersey
--------------------------------------------------------------------------------
  NUMBER OF    5.   SOLE VOTING POWER

   SHARES           630,000
               -----------------------------------------------------------------
BENEFICIALLY   6.   SHARED VOTING POWER

  OWNED BY          N/A
               -----------------------------------------------------------------
    EACH       7.   SOLE DISPOSITIVE POWER

  REPORTING         630,000
               -----------------------------------------------------------------
   PERSON      8.   SHARED DISPOSITIVE POWER

    WITH            N/A
--------------------------------------------------------------------------------
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     630,000
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10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

     N/A                                                                     |_|
--------------------------------------------------------------------------------
11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

     4.74%
--------------------------------------------------------------------------------
12.  TYPE OF REPORTING PERSON*

     IA
--------------------------------------------------------------------------------
                     *SEE INSTRUCTIONS BEFORE FILLING OUT!


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Item 1.

(a)   Name Of Issuer: Genessee & Wyoming Inc.

(b)   Address of Issuer's Principal Executive Offices: 66 Field Point Road,
      Greenwich, CT 06830.

Item 2.

(a)   Name of Person Filing: Palisade Capital Management, L.L.C.

(b)   Address of Principal Business Office or, if none, Residence: One Bridge
      Plaza, Suite 695, Fort Lee, NJ 07024

(c)   Citizenship: New Jersey

(d)   Title of Class of Securities: Common Stock, Class A

(e)   CUSIP Number: 371559105

Item 3. If this statement is filed pursuant to ss.ss.240.13d-1(b) or
        240.13d-2(b) or (c), check whether the person filing is a:

      (a)   |_|   Broker or dealer registered under Section 15 of the Act (15
                  U.S.C. 78o);

      (b)   |_|   Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);

      (c)   |_|   Insurance company as defined in Section 3(a)(19) of the Act
                  (15 U.S.C. 78c);

      (d)   |_|   Investment company registered under Section 8 of the
                  Investment Company Act of 1940 (15 U.S.C. 80a-8);

      (e)   |X|   An investment adviser in accordance with
                  ss.240.13d-1(b)(1)(ii)(E);

      (f)   |_|   An employee benefit plan or endowment fund in accordance with
                  ss.240.13d-1(b)(1)(ii)(F);

      (g)   |_|   A parent holding company or control person in accordance with
                  ss.240.13d-1(b)(1)(ii)(G);


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      (h)   |_|   A savings associations as defined in Section 3(b) of the
                  Federal Deposit Insurance Act (12 U.S.C. 1813);

      (i)   |_|   A church plan that is excluded from the definition of an
                  investment company under Section 3(c)(14) of the Investment
                  Company Act of 1940 (15 U.S.C. 80a-3);

      (j)   |_|   Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).

Item 4. Ownership.

      (a)   Amount beneficially owned: 630,000

      (b)   Percent of Class: 4.74%

      (c)   Number of shares as to which the person has:

            (i)   Sole power to vote or to direct the vote 630,000

            (ii)  Shared power to vote or to direct the vote N/A

            (iii) Sole power to dispose or to direct the disposition of 630,000

            (iv)  Shared power to dispose or to direct the disposition of N/A

Item 5. Ownership of Five Percent or Less of a Class.

      If this statement is being filed to report the fact that as of the date
      hereof, the reporting person has ceased to be the beneficial owner of more
      than five percent of the class of securities, check the following [X].

Item 6. Ownership of More Than Five Percent on Behalf of Another Person.

      N/A.

Item 7. Identification and Classification of the Subsidiary Which Acquired the
        Security Being Reported on By the Parent Holding Company.

      N/A


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Item 8. Identification and Classification of Members of the Group.

      N/A

Item 9. Notice of Dissolution of Group.

      N/A

Item 10. Certification.

By signing below, I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
such securities and were not acquired and are not held in connection with or as
a participant in any transaction having that purpose or effect.

                                    SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

                                                October 29, 2003
                                                ----------------
                                                Date


                                                /s/ Steven E. Berman
                                                --------------------
                                                Steven E. Berman, Member

  Attention: Intentional misstatements or omissions of fact constitute Federal
                    criminal violations (See 18 U.S.C. 1001)


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