FORM 4

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549


o Check box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).		STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940


1. Name and Address of Reporting Person⁽¹⁾Schlosser, Thomas L.	2. Issuer Name and Ticker or Trading Symbol RailAmerica, Inc. (NYSE: RRA)		6. Relationship of Reporting Person to Issuer (Check all applicable)

(Last) (First) (Middle) RailAmerica, Inc. 5300 Broken Sound Blvd., NW	3. IRS or Social Security Number of Reporting Person (Voluntary)	4. Statement For Month/Year June 2002	o Director x Officer (give title below) SVP- Pacific Corridor	o 10% Owner o Other (Specify below)
(Street)		5. If Amendment, Date of Original (Month/Year)	7. Individual or Joint/Group Filing (Check applicable line)
			x Form Filed by One Reporting Person
			o Form Filed by More Than One Reporting Person
Boca Raton Florida 33487 (City) (State) (Zip)

TABLE I — NON-DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY OWNED

1. Title of Security
(Instr. 3)

2. Transaction
Date
(Month/ Day/
Year)

3. Transaction Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)

5. Amount of
Securities
Beneficially Owned
at End of Month
(Instr. 3 and 4)

6. Ownership
Form:
Direct (D)
or
Indirect (I)
(Instr. 4)

7. Nature
of Indirect
Beneficial
Ownership
(Instr. 4)

(Instr. 3, 4 and 5)

Code

Amount

(A) or
(D)

Price

Common stock, par value $.001 per share

21,027

(Print or Type Response)

FORM 4 (continued)

Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned

(e.g., Puts, Calls, Warrants, Options, Convertible Securities)

1. Title of
Derivative
Security

(Instr. 3)

2. Conversion
or Exercise
Price of
Derivative
Security

3. Transac-
tion Date
(Month/
Day/Year)

4. Transac-
tion Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4,
and 5)

6. Date
Exercisable
and Expira- tion
Date
(Month/Day/ Year)

7. Title and
Amount of
Underlying
Securities

(Instr. 3 and 4)

8. Price of
Derivative
Security

(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned at
End of
Month

(Instr. 4)

10. Ownership
Form of
Derivative
Security:
Direct (D)
or
Indirect (I)

(Instr. 4)

11. Nature of
Indirect
Beneficial
Ownership

(Instr. 4)

Date
Exercis-
able

Expira-
tion
Date

Title

Amount or
Number of
Shares

Code

(A)

(D)

1998 Executive Incentive Compensation Plan (Right to Buy)

$14.29

1/10/02

15,000

1/10/02
(1)

1/10/12

Common Stock, par value $.001

15,000

—

15,000

1998 Executive Incentive Compensation Plan (Right to Buy)

$10.20

6/20/02

15,000

6/20/02
(2)

6/20/12

Common Stock, par value $.001

15,000

—

15,000

Explanation of Responses:


(1)		Thirty three and one-third percent (33-1/3%) of such options became exercisable on January 10, 2002 and an additional thirty three and one-third percent will become exercisable on each of January 10, 2003 and January 10, 2004.

(2)		Thirty three and one-third percent (33-1/3%) of such options became exercisable on June 20, 2002 and an additional thirty three and one-third percent will become exercisable on each of June 20, 2003 and June 20, 2004.


	/s/ THOMAS L. SCHLOSSER	July 31, 2002

	Signature of Reporting Person Thomas L. Schlosser**	Date

^* Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note. File three copies of this form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure.

RAILAMERICA INC /DE 4