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

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 1722, 2012

RailAmerica, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)


Delaware	001-32579	65-0328006
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)

7411 Fullerton Street, Suite 300, Jacksonville, Florida		32256
_________________________________ (Address of principal executive offices)		___________ (Zip Code)


Registrant’s telephone number, including area code:		800-342-1131

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Top of the Form

Item 5 8.~~07.~~01 ~~Submission~~Other ~~of Matters to a Vote of Security Holders~~Events.

On May 22, 2012, RailAmerica, Inc. (~~“RailAmerica” or~~ the “"Company”") ~~held~~issued ~~its~~a ~~2012~~press ~~Annual~~release ~~Meeting~~in response to market rumors stating that its Board of ~~Stockholders~~Directors ~~on May 17~~is considering strategic alternatives, ~~2012~~which may include a sale of the Company. In ~~The~~connection ~~following~~with its evaluation, the Company is engaged in preliminary discussions with third parties regarding a ~~summary~~potential sale of the ~~voting~~Company. There ~~results~~can ~~from~~be ~~the~~no ~~meeting:~~assurances that any agreement will be reached with respect to a transaction or that a transaction will be consummated. The Company has retained Deutsche Bank Securities Inc. as its financial advisor and to assist in its evaluation. The Company further stated that it does not intend to make any additional comments on this matter unless and until a definitive agreement has been reached.The press release is attached as Exhibit 99.1 to this Form 8-K.

1. Top ~~The~~of ~~stockholders elected RailAmerica’s Class III directors (Wesley R. Edens and Robert Schmiege) to~~ the ~~Board of Directors for three-year terms and until their successors are elected and qualified.~~Form

	Votes for		Votes withheld		Abstentions		Broker Non-Votes
Election of Wesley R. Edens		33,875,985		12,873,680		0		2,544,116
Election of Robert Schmiege		46,234,174		515,491		0		2,544,116

SIGNATURES

2. Pursuant ~~The~~to ~~stockholders~~the ~~ratified~~requirements of the ~~appointment~~Securities Exchange Act of ~~Ernst~~1934, &the registrant ~~Young~~has ~~LLP~~duly ascaused ~~RailAmerica’s~~this ~~independent~~report ~~registered~~to ~~public~~be ~~accounting~~signed ~~firm~~on ~~for~~its ~~fiscal~~behalf ~~year~~by ~~ending~~the undersigned ~~December~~hereunto ~~31,~~duly ~~2012~~authorized.

Votes for

Votes Against

Abstentions

Broker Non-Votes

RailAmerica, Inc.

Ratification of Independent Auditor

49,278,408

6,960

8,413

May 22, 2012

By:

B. Clyde Preslar

Name: B. Clyde Preslar

Title: Senior Vice President and Chief Financial Officer

~~Item~~ Top ~~8.01.~~of ~~Other~~the ~~Events.~~Form

~~On May 21, 2012, the Company issued a press release announcing that it is redeeming $74 million of~~ ~~its 9.25% Senior Secured Notes on June 25, 2012, in accordance with the terms of the indenture.~~ ~~The notes will be redeemed at a redemption price of 103% of the principal amount of the notes being redeemed, plus accrued interest up to but not including, June~~ Exhibit ~~25, 2012. Upon completion of the~~Index ~~redemption, no principal amount of the senior secured notes will remain outstanding.~~

The press release is attached as Exhibit 99.1 to this Form 8-K.


Exhibit No.		Description

99.1		Press release dated May 22, 2012 announcing review of strategic alternatives

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	RailAmerica, Inc.
May 21, 2012	By:	B. Clyde Preslar
		Name: B. Clyde Preslar
		Title: Senior Vice President and Chief Financial Officer

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Exhibit Index

Exhibit No.		Description
99.1		Press release dated May 21, 2012 announcing plan to redeem $74 million of 9.25% Senior Secured Notes

Filing Compare · RAILAMERICA INC /DE