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* Conklin R. Joseph	2. Issuer Name and Ticker or Trading Symbol RailAmerica, Inc. (NYSE: RRA)		6. Relationship of Reporting Person to Issuer (Check all applicable) o Director o 10% Owner x Officer (give o Other (specify title below) below) SVP Operations - Central Corridor
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)~~	43. ~~Statement~~IRS ~~for~~or ~~Month/Year~~Social ~~May~~Security ~~2002~~Number of Reporting Person (Voluntary)	~~7. Individual or Joint/Group Filing (Check applicable line) x Form filed by one Reporting Person~~	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) Boca Raton Florida 33487		5. If Amendment, Date of Original (Month/Year)	o Form filed by more than one Reporting Person
(Street)				5. If Amendment, Date of Original (Month/Year)	7. Individual or Joint/Group Filing (Check applicable line)
(City) (State) (Zip)
					x Form Filed by One Reporting Person
Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
					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)~~

32. Transaction ~~Code~~Date (~~Instr.~~Month/ 8Day/ Year)

43. ~~Securities~~Transaction ~~Acquired~~Code (~~A) or Disposed of (D) (~~Instr. ~~3, 4 and 5~~8)

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

64. ~~Ownership~~Securities ~~Form:~~Acquired ~~Direct~~ (DA) or ~~Indirect~~Disposed ~~(I)~~of (~~Instr. 4~~D)

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

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)

Code

Amount

(A) or (D)

Price

(Instr. 3, 4 and 5)

Common Stock, par value$.001 per share

5/23/02

—

1,876

$11.08

-0-

—

Code

Amount

(A) or (D)

Price

Common stock, par value $.001 per share

21,027

Reminder: Report on a separate line for each class of securities beneficially owned directly of indirectly.

* If the form is filed by more than one reporting person, see Instruction 49(b)(v)

(Print or Type Response)

FORM 4 (continued)

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

(e.g., ~~puts~~Puts, ~~calls~~Calls, ~~warrants~~Warrants, ~~options~~Options, ~~convertible~~Convertible ~~securities~~Securities)

1. Title of Derivative Security (Instr. 3)

~~2. Conversion or Exercise Price of Derivative Security~~

32. ~~Transac-~~Conversion ~~tion~~or ~~Date~~Exercise ~~(Month/~~Price ~~Day/Year)~~of Derivative Security

~~4. Transac- tion Code (Instr. 8)~~

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

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

4. Transac- tion Code (Instr. 8)

~~6. Date Exercisable and Expiration Date (Month/Day/ Year)~~

~~7. Title and Amount of Underlying Securities (Instr. 3 and 4)~~

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

~~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)~~

116. ~~Nature~~DateExercisable ofand ~~Indirect~~Expira- ~~Beneficial~~tion ~~Ownership~~Date (~~Instr.~~Month/Day/ 4Year)

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)

Code

(A)

(D)

Date Exercis- able

Expira- tion Date

Title

Amount or Number of Shares

Date Exercis- able

Expira- tion Date

Title

Amount or Number of Shares

1998 Executive IncentiveCompensation Plan(Right to Buy)

$7.75

—

4/13/00

4/13/10

CommonStock, parvalue $.001

25,000

—

25,000

Code

(A)

(D)

1998 Executive IncentiveCompensation Plan(Right to Buy)

$12.01

—

6/22/01(1)

6/22/11

CommonStock, parvalue $.001

15,000

—

15,000

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 June 22, 2001 and an additional thirty three and one-third percent will become exercisable on each of June 22, 2002 and June 22, 2003.


(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.

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations.	/s/ R. Joseph Conklin	June 10, 2002
	/s/ THOMAS L. SCHLOSSER	July 31, 2002
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
	**Signature of Reporting PersonThomas L. Schlosser	Date
	*Signature of Reporting Person R. Joseph Conklin	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.
Note: File three copies of this form, one of which must be manually signed. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Filing Compare · RAILAMERICA INC /DE