PWX / Providence & Worcester Railroad Co. - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

PWX / Providence & Worcester Railroad Co. / STEINBERG ASSET MANAGEMENT LLC Passive Investment

SC 13G/A 1 pwx113016a17.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 17)* Providence and Worcester Railroad Company (Name of Issuer) Common Stock (Title of Class of Securities) 743737108 (CUSIP Number) November 30, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate b

Providence & Worcester Railroad 15-12B

15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 0-16704 PROVIDENCE AND WORCESTER RAILROAD COMPANY (Exact name of regi

Providence & Worcester Railroad S-8 POS

S-8 POS Registration No. 33-26944 Registration No. 333-02975 Registration No. 333-21617 Registration No. 333-65937 Registration No. 333-65949 Registration No. 333-127581 Registration No. 333-205364 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 33-26944 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRA

Providence & Worcester Railroad S-8 POS

S-8 POS Registration No. 33-26944 Registration No. 333-02975 Registration No. 333-21617 Registration No. 333-65937 Registration No. 333-65949 Registration No. 333-127581 Registration No. 333-205364 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 33-26944 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRA

Providence & Worcester Railroad S-8 POS

S-8 POS Registration No. 33-26944 Registration No. 333-02975 Registration No. 333-21617 Registration No. 333-65937 Registration No. 333-65949 Registration No. 333-127581 Registration No. 333-205364 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 33-26944 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRA

Providence & Worcester Railroad S-8 POS

S-8 POS Registration No. 33-26944 Registration No. 333-02975 Registration No. 333-21617 Registration No. 333-65937 Registration No. 333-65949 Registration No. 333-127581 Registration No. 333-205364 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 33-26944 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRA

Providence & Worcester Railroad S-8 POS

S-8 POS Registration No. 33-26944 Registration No. 333-02975 Registration No. 333-21617 Registration No. 333-65937 Registration No. 333-65949 Registration No. 333-127581 Registration No. 333-205364 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 33-26944 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRA

Providence & Worcester Railroad S-8 POS

S-8 POS Registration No. 33-26944 Registration No. 333-02975 Registration No. 333-21617 Registration No. 333-65937 Registration No. 333-65949 Registration No. 333-127581 Registration No. 333-205364 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 33-26944 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRA

Providence & Worcester Railroad S-8 POS

S-8 POS Registration No. 33-26944 Registration No. 333-02975 Registration No. 333-21617 Registration No. 333-65937 Registration No. 333-65949 Registration No. 333-127581 Registration No. 333-205364 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 33-26944 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRA

PWX / Providence & Worcester Railroad Co. / GAMCO INVESTORS, INC. ET AL Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6) Providence & Worcester Railroad Company (Name of Issuer) Common Stock (Title of Class of Securities) 743737108 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person

AMENDED AND RESTATED ARTICLES OF INCORPORATION OF PROVIDENCE AND WORCESTER RAILROAD COMPANY

Exhibit 3.1 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF PROVIDENCE AND WORCESTER RAILROAD COMPANY FIRST: The name of the corporation (which is hereinafter referred to as the "Corporation") is Providence and Worcester Railroad Company. SECOND: The name and address of the registered agent in the State of Rhode Island is CT Corporation System, 450 Veterans Memorial Parkway, Suite 7A, East Provi

Changes in Control of Registrant, Material Modification to Rights of Security Holders, Completion of Acquisition or Disposition of Assets

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): November 1, 2016 PROVIDENCE AND WORCESTER RAILROAD COMPANY (Exact name of registrant as specified in its charter) Rhode Island (State or other jurisdiction of incorporation) 0-16704 0

PROVIDENCE AND WORCESTER RAILROAD COMPANY AMENDED AND RESTATED BY-LAWS ARTICLE I MEETING OF SHAREHOLDERS

Exhibit 3.2 PROVIDENCE AND WORCESTER RAILROAD COMPANY AMENDED AND RESTATED BY-LAWS ARTICLE I MEETING OF SHAREHOLDERS Section 1. Place of Meeting and Notice. Meetings of the shareholders of the Corporation shall be held at such place either within or without the State of Rhode Island as the Board of Directors may determine. Section 2. Annual and Special Meetings. Annual meetings of shareholders sha

Providence & Worcester Railroad FORM 8-K (Current Report/Significant Event)

Form 8-K 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): October 26, 2016 PROVIDENCE AND WORCESTER RAILROAD COMPANY (Exact name of registrant as specified in its charter) Rhode Island (State or other jurisdiction of incorporation)

Providence and Worcester Railroad Company Shareholders Approve Acquisition by Genesee & Wyoming Inc.

EX-99.1 Exhibit 99.1 Providence and Worcester Railroad Company Shareholders Approve Acquisition by Genesee & Wyoming Inc. WORCESTER, MA ? October 26, 2016 ? Shareholders of Providence and Worcester Railroad Company (?PWRR?) (NASDAQ:PWX) today approved the proposed acquisition of PWRR by Genesee & Wyoming Inc. (?G&W?) (NYSE:GWR) pursuant to the previously disclosed Merger Agreement, dated as of Aug

Providence & Worcester Railroad PROVIDENCE AND WORCESTER RAILROAD 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of

Other Events

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): October 3, 2016 PROVIDENCE AND WORCESTER RAILROAD COMPANY (Exact name of registrant as specified in its charter) Rhode Island (State or other jurisdiction of incorporation) 0-16704 05

Providence & Worcester Railroad DEFM14A

DEFM14A 1 d224035ddefm14a.htm DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commiss

Providence & Worcester Railroad PREM 14A

PREM 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

SUPPLEMENTAL EMPLOYMENT AGREEMENT

SUPPLEMENTAL EMPLOYMENT AGREEMENT This Supplemental Employment Agreement ("Agreement") is made as this 12 of August, 2016 by and between Providence and Worcester Railroad Company ("P&W") and Charles D.

SUPPLEMENTAL EMPLOYMENT AGREEMENT

SUPPLEMENTAL EMPLOYMENT AGREEMENT This Supplemental Employment Agreement ("Agreement") is made as this 12 of August, 2016 by and between Providence and Worcester Railroad Company ("P&W") and P.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): August 12, 2016 PROVIDENCE AND WORCESTER RAILROAD COMPANY (Exact name of registrant as specified in its charter) Rhode Island (State or other jurisdiction of incorporation) 0-16704 05

MERGER AGREEMENT BY AND AMONG GENESEE & WYOMING INC. PULLMAN ACQUISITION SUB INC. PROVIDENCE AND WORCESTER RAILROAD COMPANY DATED AS OF AUGUST 12, 2016 TABLE OF CONTENTS

MERGER AGREEMENT BY AND AMONG GENESEE & WYOMING INC. PULLMAN ACQUISITION SUB INC. AND PROVIDENCE AND WORCESTER RAILROAD COMPANY DATED AS OF AUGUST 12, 2016 TABLE OF CONTENTS Article I. - THE MERGER 2 Section 1.1 The Merger. 2 Section 1.2 Closing. 2 Section 1.3 Effective Time; Effect of the Merger. 2 Section 1.4 Conversion of the Shares. 2 Section 1.5 Organizational Documents. 3 Section 1.6 Directo

Page 1

EXECUTION VERSION VOTING AGREEMENT, dated as of August 12, 2016 (the " Agreement") between Genesee & Wyoming Inc.

SUPPLEMENTAL EMPLOYMENT AGREEMENT

SUPPLEMENTAL EMPLOYMENT AGREEMENT This Supplemental Employment Agreement ("Agreement") is made as this 12 of August, 2016 by and between Providence and Worcester Railroad Company ("P&W") and P.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): August 12, 2016 PROVIDENCE AND WORCESTER RAILROAD COMPANY (Exact name of registrant as specified in its charter) Rhode Island (State or other jurisdiction of incorporation) 0-16704 05

Page 1

EXECUTION VERSION VOTING AGREEMENT, dated as of August 12, 2016 (the " Agreement") between Genesee & Wyoming Inc.

SUPPLEMENTAL EMPLOYMENT AGREEMENT

SUPPLEMENTAL EMPLOYMENT AGREEMENT This Supplemental Employment Agreement ("Agreement") is made as this 12 of August, 2016 by and between Providence and Worcester Railroad Company ("P&W") and Charles D.

MERGER AGREEMENT BY AND AMONG GENESEE & WYOMING INC. PULLMAN ACQUISITION SUB INC. PROVIDENCE AND WORCESTER RAILROAD COMPANY DATED AS OF AUGUST 12, 2016 TABLE OF CONTENTS

MERGER AGREEMENT BY AND AMONG GENESEE & WYOMING INC. PULLMAN ACQUISITION SUB INC. AND PROVIDENCE AND WORCESTER RAILROAD COMPANY DATED AS OF AUGUST 12, 2016 TABLE OF CONTENTS Article I. - THE MERGER 2 Section 1.1 The Merger. 2 Section 1.2 Closing. 2 Section 1.3 Effective Time; Effect of the Merger. 2 Section 1.4 Conversion of the Shares. 2 Section 1.5 Organizational Documents. 3 Section 1.6 Directo

Page 1

EXECUTION VERSION VOTING AGREEMENT, dated as of August 12, 2016 (the " Agreement") between Genesee & Wyoming Inc.

MERGER AGREEMENT BY AND AMONG GENESEE & WYOMING INC. PULLMAN ACQUISITION SUB INC. PROVIDENCE AND WORCESTER RAILROAD COMPANY DATED AS OF AUGUST 12, 2016 TABLE OF CONTENTS

EX-2.1 2 ex2-1.htm EXHIBIT 2.1 - MERGER AGREEMENT MERGER AGREEMENT BY AND AMONG GENESEE & WYOMING INC. PULLMAN ACQUISITION SUB INC. AND PROVIDENCE AND WORCESTER RAILROAD COMPANY DATED AS OF AUGUST 12, 2016 TABLE OF CONTENTS Article I. - THE MERGER 2 Section 1.1 The Merger. 2 Section 1.2 Closing. 2 Section 1.3 Effective Time; Effect of the Merger. 2 Section 1.4 Conversion of the Shares. 2 Section 1

SUPPLEMENTAL EMPLOYMENT AGREEMENT

EX-10.2 5 ex10-2.htm EXHIBIT 10.2 - SUPPLEMENTAL EMPLOYMENT AGREEMENT - RENNICK SUPPLEMENTAL EMPLOYMENT AGREEMENT This Supplemental Employment Agreement ("Agreement") is made as this 12 of August, 2016 by and between Providence and Worcester Railroad Company ("P&W") and Charles D. Rennick ("Executive"). WHEREAS, Executive is the Secretary and General Counsel of the P&W; and WHEREAS, P&W is a Railr

SUPPLEMENTAL EMPLOYMENT AGREEMENT

SUPPLEMENTAL EMPLOYMENT AGREEMENT This Supplemental Employment Agreement ("Agreement") is made as this 12 of August, 2016 by and between Providence and Worcester Railroad Company ("P&W") and P.

SUPPLEMENTAL EMPLOYMENT AGREEMENT

SUPPLEMENTAL EMPLOYMENT AGREEMENT This Supplemental Employment Agreement ("Agreement") is made as this 12 of August, 2016 by and between Providence and Worcester Railroad Company ("P&W") and P.

Providence & Worcester Railroad PROVIDENCE AND WORCESTER RAILROAD COMPANY 8-K

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): August 12, 2016 PROVIDENCE AND WORCESTER RAILROAD COMPANY (Exact name of registrant as specified in its charter) Rhode Island (State or other jurisdiction of incorporation) 0-16704 05

SUPPLEMENTAL EMPLOYMENT AGREEMENT

EX-10.2 5 ex10-2.htm EXHIBIT 10.2 - SUPPLEMENTAL EMPLOYMENT AGREEMENT - RENNICK SUPPLEMENTAL EMPLOYMENT AGREEMENT This Supplemental Employment Agreement ("Agreement") is made as this 12 of August, 2016 by and between Providence and Worcester Railroad Company ("P&W") and Charles D. Rennick ("Executive"). WHEREAS, Executive is the Secretary and General Counsel of the P&W; and WHEREAS, P&W is a Railr

Providence & Worcester Railroad PROVIDENCE AND WORCESTER RAILROAD COMPANY 8-K

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): August 12, 2016 PROVIDENCE AND WORCESTER RAILROAD COMPANY (Exact name of registrant as specified in its charter) Rhode Island (State or other jurisdiction of incorporation) 0-16704 05

Page 1

EXECUTION VERSION VOTING AGREEMENT, dated as of August 12, 2016 (the " Agreement") between Genesee & Wyoming Inc.

MERGER AGREEMENT BY AND AMONG GENESEE & WYOMING INC. PULLMAN ACQUISITION SUB INC. PROVIDENCE AND WORCESTER RAILROAD COMPANY DATED AS OF AUGUST 12, 2016 TABLE OF CONTENTS

EX-2.1 2 ex2-1.htm EXHIBIT 2.1 - MERGER AGREEMENT MERGER AGREEMENT BY AND AMONG GENESEE & WYOMING INC. PULLMAN ACQUISITION SUB INC. AND PROVIDENCE AND WORCESTER RAILROAD COMPANY DATED AS OF AUGUST 12, 2016 TABLE OF CONTENTS Article I. - THE MERGER 2 Section 1.1 The Merger. 2 Section 1.2 Closing. 2 Section 1.3 Effective Time; Effect of the Merger. 2 Section 1.4 Conversion of the Shares. 2 Section 1

Providence & Worcester Railroad SCHEDULE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of

Providence & Worcester Railroad SCHEDULE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of

PROVIDENCE AND WORCESTER RAILROAD COMPANY ANNOUNCES PROPOSED ACQUISITION BY GENESEE & WYOMING INC.

EX-99.1 2 ex99-1.htm EXHIBIT 99.1 - PRESS RELEASE PROVIDENCE AND WORCESTER RAILROAD COMPANY ANNOUNCES PROPOSED ACQUISITION BY GENESEE & WYOMING INC. Worcester, MA. - August 15, 2016- Providence and Worcester Railroad Company (NASDAQ:PWX) (the "Company") announced today that on Friday, August 12, 2016, upon completion of a process to assess strategic alternatives, its Board of Directors approved, a

Financial Statements and Exhibits, Other Events

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): August 12, 2016 PROVIDENCE AND WORCESTER RAILROAD COMPANY (Exact name of registrant as specified in its charter) Rhode Island (State or other jurisdiction of incorporation) 0-16704 05

Providence & Worcester Railroad FORM 10-Q (Quarterly Report)

pwx-10q20160630.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 o TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-16704 PROVID

PROVIDENCE AND WORCESTER RAILROAD COMPANY 2015 EQUITY INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENT

EXHIBIT 10.8 PROVIDENCE AND WORCESTER RAILROAD COMPANY 2015 EQUITY INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENT This Non-Qualified Stock Option Agreement (“Agreement”) is by and between PROVIDENCE AND WORCESTER RAILROAD COMPANY, a Rhode Island corporation with an office at 75 Hammond Street, Worcester, Massachusetts 01610 (the “Company”) and , the Company’s (the “Optionee”). W I T N E S S E

RESTRICTED STOCK UNIT AWARD AGREEMENT

EXHIBIT 10.7 PROVIDENCE AND WORCESTER RAILROAD COMPANY RESTRICTED STOCK UNIT AWARD AGREEMENT This Restricted Stock Unit Award Agreement (“Agreement”) is by and between PROVIDENCE AND WORCESTER RAILROAD COMPANY, a Rhode Island corporation with an office at 75 Hammond Street, Worcester, Massachusetts 01610 (the “Company”) and (the “Grantee”). Capitalized terms used in this Agreement and not otherwis

August 11, 2016

EXHIBIT 4.1 August 11, 2016 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Providence and Worcester Railroad Company – Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2016 Ladies and Gentlemen: Providence and Worcester Railroad Company, a Rhode Island corporation (the “Registrant”), is today filing its Quarterly Report on Form 10-Q for the fisc

PROVIDENCE AND WORCESTER RAILROAD COMPANY 2015 EQUITY INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENT

EXHIBIT 10.9 PROVIDENCE AND WORCESTER RAILROAD COMPANY 2015 EQUITY INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENT GRANTED TO Number of Shares Granted Price Per Share Social Security Number $ Grant Expiration Date Date (“Optionee”) This Non-Qualified Stock Option Agreement (“Agreement”) is by and between PROVIDENCE AND WORCESTER RAILROAD COMPANY, a Rhode Island corporation with an office at 75

Providence & Worcester Railroad 10-Q (Quarterly Report)

pwx-10q20160331.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 o TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-16704 PROVI

May 12, 2016

pwx-ex4112.htm EXHIBIT 4.1 May 12, 2016 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Providence and Worcester Railroad Company ? Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2016 Ladies and Gentlemen: Providence and Worcester Railroad Company, a Rhode Island corporation (the ?Registrant?), is today filing its Quarterly Report on Form 10-Q

Providence & Worcester Railroad FORM 8-K (Current Report/Significant Event)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: April 28, 2016 PROVIDENCE AND WORCESTER RAILROAD COMPANY (Exact name of registrant as specified in its charter) Rhode Island 0-16704 05-0344399 (State or other jurisdiction Of incorporation) (Commission File Number) (I.

Providence & Worcester Railroad DEF 14A

DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ?

Providence & Worcester Railroad 10-K (Annual Report)

10-K 1 pwx-10k20151231.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-K R ANNUAL REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-1

Providence & Worcester Railroad PROVIDENCE AND WORCESTER RAILROAD POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT NO. 333-65949 UNDER THE SECURITIES ACT OF 1933 PROVIDENCE AND WORCESTER RAILROAD COMPANY (Exact name of registrant as specified in its charter) Rhode Island (State or Other Jurisdiction of Incorporation or Organization) 05-0344399 (I.R.S. Employer Identification

PWX / Providence & Worcester Railroad Co. / STEINBERG ASSET MANAGEMENT LLC - SCHEDULE 13G AMENDMENT Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

PWX / Providence & Worcester Railroad Co. / GAMCO INVESTORS, INC. ET AL Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5) Providence & Worcester Railroad Company (Name of Issuer) Common Stock (Title of Class of Securities) 743737108 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person

Power of Attorney

Unassociated Document Power of Attorney Know all by these presents, that the undersigned hereby constitutes and appoints each of Charles D.

Power of Attorney

Unassociated Document Power of Attorney Know all by these presents that the undersigned hereby constitutes and appoints Charles D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 o TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-16704 PROVIDENCE AND WORCES

PWX / Providence & Worcester Railroad Co. / PROPP MORRIS - SCHEDULE 13G Passive Investment

SC 13G 1 mpsc13g.htm SCHEDULE 13G OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0145 Expires: Febuary 28, 2009 Estimated average burden hours per response ....10.4 SCHEDULE 13G Under the Securities and Exchange Act of 1934 (Amendment No. 1)* Providence & Worcester Railroad Company (Name of Issuer) Common Stock, $0.50 par value (Title of Class

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Providence & Worcester Railroad FORM S-8

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PROVIDENCE & WORCESTER RAILROAD COMPANY (Exact name of registrant as specified in its charter) Rhode Island (State or Other Jurisdiction of Incorporation or Organization) 05-0344399 (I.R.S. Employer Identification Number) 75 Hammond Street, Worcester, MA 01610 (5

Providence & Worcester Railroad POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-65949 UNDER THE SECURITIES ACT OF 1933 PROVIDENCE & WORCESTER RAILROAD COMPANY (Exact name of registrant as specified in its charter) Rhode Island (State or Other Jurisdiction of Incorporation or Organization) 05-0344399 (I.R.S. Employer Identification N

May 13, 2015

Exhibit 4.1 May 13, 2015 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Providence and Worcester Railroad Company – Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2015 Ladies and Gentlemen: Providence and Worcester Railroad Company, a Rhode Island corporation (the “Registrant”), is today filing its Quarterly Report on Form 10-Q for the fiscal

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q

Form 10-Q Table of Contents SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-16704 PROVIDENCE

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

form8k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: May 12, 2015 PROVIDENCE AND WORCESTER RAILROAD COMPANY (Exact name of registrant as specified in its charter) Rhode Island 0-16704 05-0344399 (State or other jurisdiction Of incorporation) (Commission File Nu

SENIOR EXECUTIVE CHANGE IN CONTROL SEVERANCE AGREEMENT

EX-10.1 2 exhibit.htm EXHIBIT SENIOR EXECUTIVE CHANGE IN CONTROL SEVERANCE AGREEMENT THIS SENIOR EXECUTIVE CHANGE IN CONTROL SEVERANCE AGREEMENT (this “Agreement”) is made and entered into effective as of , 2015 (the “Effective Date”), by and between Providence and Worcester Railroad Company, a corporation organized under the laws of the State of Rhode Island (the “Railroad”) and [] (the “Executiv

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

body8k-050515.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: May 4, 2015 PROVIDENCE AND WORCESTER RAILROAD COMPANY (Exact name of registrant as specified in its charter) Rhode Island 0-16704 05-0344399 (State or other jurisdiction Of incorporation) (Commission F

Providence & Worcester Railroad FORM 8K 046015 (Current Report/Significant Event)

body8k-043015.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: April 29, 2015 PROVIDENCE AND WORCESTER RAILROAD COMPANY (Exact name of registrant as specified in its charter) Rhode Island 0-16704 05-0344399 (State or other jurisdiction Of incorporation) (Commissio

BY-LAWS PROVIDENCE AND WORCESTER RAILROAD COMPANY ARTICLE I

EX-10.1 2 exhibit10-1.htm EXHIBIT 10.1 MAY 1995 AMENDED AS OF APRIL 29, 2015 BY-LAWS OF PROVIDENCE AND WORCESTER RAILROAD COMPANY ARTICLE I OFFICES The corporation may have offices at such places either within or without the State of Rhode Island as the Board of Directors may from time to time determine or the business of the corporation may require. ARTICLE II MEETINGS OF STOCKHOLDERS Section 1.

PROVIDENCE AND WORCESTER RAILROAD COMPANY 2015 EQUITY INCENTIVE PLAN

PROVIDENCE AND WORCESTER RAILROAD COMPANY 2015 EQUITY INCENTIVE PLAN SECTION 1. PURPOSE This 2015 Equity Incentive Plan (the “Plan”) is designed to attract and retain the best available talent and encourage the highest level of performance by, and provide additional incentive to executives and other key employees of the Company and any other member of the Participating Company Group, and for certa

Providence & Worcester Railroad SCHEDULE 14A

a14-a20141231a.htm PROVIDENCE AND WORCESTER RAILROAD COMPANY NOTICE OF ANNUAL MEETING OF SHAREHOLDERS April 29, 2015 PLEASE TAKE NOTICE that the 2015 annual meeting of the shareholders of Providence and Worcester Railroad Company (the ?Company?) will be held at Union Station, Two Washington Square, Worcester, Massachusetts 01604, on Wednesday, April 29, 2015 at 10:00 o?clock A.M., local time, for

Providence & Worcester Railroad SCHEDULE 14A

proxy14a20141231.htm PROVIDENCE AND WORCESTER RAILROAD COMPANY NOTICE OF ANNUAL MEETING OF SHAREHOLDERS April 29, 2015 PLEASE TAKE NOTICE that the 2015 annual meeting of the shareholders of Providence and Worcester Railroad Company (the ?Company?) will be held at Union Station, Two Washington Square, Worcester, Massachusetts 01604, on Wednesday, April 29, 2015 at 10:00 o?clock A.M., local time, fo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-16704 PROVIDENC

PWX / Providence & Worcester Railroad Co. / STEINBERG ASSET MANAGEMENT LLC - SCHEDULE 13G HOLDINGS REPORT AMENDMENT Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 ? TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-16704 PRO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 ? TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-16704 PROVIDEN

Power of Attorney

Power of Attorney Know all by these presents, that the undersigned hereby constitutes and appoints each of Charles D.

- FORM 8K 6.12.2014

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: June 12, 2014 PROVIDENCE AND WORCESTER RAILROAD COMPANY (Exact name of registrant as specified in its charter) Rhode Island 0-16704 05-0344399 (State or other jurisdiction Of incorporation) (Commission File Number) (I.

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q

10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-16704 PROVIDENCE AND WORCESTER RAILROAD

Submission of Matters to a Vote of Security Holders - FORM 8K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: May 1, 2014 PROVIDENCE AND WORCESTER RAILROAD COMPANY (Exact name of registrant as specified in its charter) Rhode Island 0-16704 05-0344399 (State or other jurisdiction Of incorporation) (Commission File Number) (I.

- SCHEDULE 14A

PROVIDENCE AND WORCESTER RAILROAD COMPANY (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [x] No fee required [ ] Fee computed on table below per Exchange Act Rules 14a-6(i) (4) and 0-11.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-K

10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

PWX / Providence & Worcester Railroad Co. / Eder Linda - SCHEDULE 13D/A LINDA EDER AND LINDA EDER TRUST Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 5) Providence and Worcester Railroad Company (Name of Issuer) Common Stock $.50 par value per share (Title of Class of Securities) 743737 10 8 (CUSIP Number) Stephen J. Carlotti, Esq. Hinckley, Allen & Snyder 50 Kennedy Plaza, Suite 1500 Pro

PWX / Providence & Worcester Railroad Co. / Robert H. Eder Trust - SCHEDULE 13D/A ROBERT EDER AND ROBERT EDER TRUST Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 5) Providence and Worcester Railroad Company (Name of Issuer) Common Stock $.50 par value per share (Title of Class of Securities) 743737 10 8 (CUSIP Number) Stephen J. Carlotti, Esq. Hinckley, Allen & Snyder 50 Kennedy Plaza, Suite 1500 Pro

PWX / Providence & Worcester Railroad Co. / Linda Eder Trust - SCHEDULE 13D/A LINDA EDER AND LINDA EDER TRUST Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 5) Providence and Worcester Railroad Company (Name of Issuer) Common Stock $.50 par value per share (Title of Class of Securities) 743737 10 8 (CUSIP Number) Stephen J. Carlotti, Esq. Hinckley, Allen & Snyder 50 Kennedy Plaza, Suite 1500 Pro

PWX / Providence & Worcester Railroad Co. / Eder Robert H - SCHEDULE 13D/A ROBERT EDER AND ROBERT EDER TRUST Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 5) Providence and Worcester Railroad Company (Name of Issuer) Common Stock $.50 par value per share (Title of Class of Securities) 743737 10 8 (CUSIP Number) Stephen J. Carlotti, Esq. Hinckley, Allen & Snyder 50 Kennedy Plaza, Suite 1500 Pro

PWX / Providence & Worcester Railroad Co. / STEINBERG ASSET MANAGEMENT LLC - SCHEDULE 13G AMENDMENT FILING Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

- FORM 8-K 01032014

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: January 3, 2014 PROVIDENCE AND WORCESTER RAILROAD COMPANY (Exact name of registrant as specified in its charter) Rhode Island 0-16704 05-0344399 (State or other jurisdiction Of incorporation) (Commission File Number) (I.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2013 ? TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-16704 PROVIDENCE AND WORCES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q

FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q

Form 10-Q Table of Contents SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2013 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-16704 PROVIDENCE

Current Report

8-K 1 form8k.htm FORM 8-K 04162013 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: April 26, 2013 PROVIDENCE AND WORCESTER RAILROAD COMPANY (Exact name of registrant as specified in its charter) Rhode Island 0-16704 05-0344399 (State or other jurisdiction Of incorpor

Submission of Matters to a Vote of Security Holders - FORM 8-K 04252013

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: April 25, 2013 PROVIDENCE AND WORCESTER RAILROAD COMPANY (Exact name of registrant as specified in its charter) Rhode Island 0-16704 05-0344399 (State or other jurisdiction Of incorporation) (Commission File Number) (I.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-K

Form 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

- SCHEDULE 14A

PROVIDENCE AND WORCESTER RAILROAD COMPANY (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [x] No fee required [ ] Fee computed on table below per Exchange Act Rules 14a-6(i) (4) and 0-11.

PWX / Providence & Worcester Railroad Co. / STEINBERG ASSET MANAGEMENT LLC - SCHEDULE 13G HOLDINGS REPORT AMENDMENT Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

PWX / Providence & Worcester Railroad Co. / KEELEY ASSET MANAGEMENT CORP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 13)* Providence and Worcester Railroad Company (Name of Issuer) Common Stock (Title of Class of Securities) 743737108 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur

PWX / Providence & Worcester Railroad Co. / PROPP MORRIS - SCHEDULE 13G Passive Investment

Schedule 13G OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: January 24, 2013 PROVIDENCE AND WORCESTER RAILROAD COMPANY (Exact name of registrant as specified in its charter) Rhode Island 0-16704 05-0344399 (State or other jurisdiction Of incorporation) (Commission File Number) (I.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q/A (Amendment No. 1)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q/A (Amendment No. 1) x QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2012 ? TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file num

Providence and Worcester Railroad Company Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

EX-31.1.(a) EXHIBIT 31.1 Providence and Worcester Railroad Company Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, ROBERT H. EDER, certify that: 1. I have reviewed this quarterly report on Form 10-Q/A of Providence and Worcester Railroad Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fac

PROVIDENCE AND WORCESTER RAILROAD COMPANY CERTIFICATIONS PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

EX-32.(a) EXHIBIT 32 PROVIDENCE AND WORCESTER RAILROAD COMPANY CERTIFICATIONS PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Providence and Worcester Railroad Company (the Company) on form 10-Q/A for the quarterly period ended June 30, 2012, as filed with the Securities and Exchange Commission on t

PROVIDENCE AND WORCESTER RAILROAD COMPANY CERTIFICATIONS PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

EX-32.1.(a) EXHIBIT 32.1 PROVIDENCE AND WORCESTER RAILROAD COMPANY CERTIFICATIONS PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Providence and Worcester Railroad Company (the Company) on form 10-Q/A for the quarterly period ended June 30, 2012, as filed with the Securities and Exchange Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q

FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Providence and Worcester Railroad Company Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

EX-31.2 .(a) EXHIBIT 31.2 Providence and Worcester Railroad Company Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, DANIEL T. NORECK, certify that: 1. I have reviewed this quarterly report on Form 10-Q/A of Providence and Worcester Railroad Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material

-

November 7, 2012 Via EDGAR and Federal Express Mr. Lyn Shenk Branch Chief United States Securities and Exchange Commission Division of Corporate Finance Washington, D.C. 20549 Re: Providence and Worcester Railroad Company (the “Company” or “P&W”) File No. 001-12761 Dear Mr. Shenk: This letter is in response to your correspondence dated October 10, 2012 (the “Comment Letter”) containing SEC’s comme

-

September 20, 2012 Via EDGAR and Federal Express Mr. Lyn Shenk Branch Chief United States Securities and Exchange Commission Division of Corporate Finance Washington, D.C. 20549 Re: Providence and Worcester Railroad Company (the “Company” or “P&W”) File No. 001-12761 Dear Mr. Shenk: This letter is in response to your correspondence dated August 30, 2012 (the “Comment Letter”) containing comments a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2012 ? TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-16704 PROVIDEN

-

August 1, 2012 Via EDGAR and Federal Express Mr. Lyn Shenk Branch Chief United States Securities and Exchange Commission Division of Corporate Finance Washington, D.C. 20549 Re: Providence and Worcester Railroad Company (the “Company” or “P&W”) File No. 000-16704 Dear Mr. Shenk: This letter is in response to your correspondence dated July 18, 2012 (the “Comment Letter”) containing comments arising

PWX / Providence & Worcester Railroad Co. / GAMCO INVESTORS, INC. ET AL Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) Providence & Worcester Railroad Company (Name of Issuer) Common Stock (Title of Class of Securities) 743737108 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person

-

June 8, 2012 Via EDGAR and Federal Express Mr. Lyn Shenk Branch Chief United States Securities and Exchange Commission Division of Corporate Finance Washington, D.C. 20549 Re: Providence and Worcester Railroad Company (the “Company” or “P&W”) File No. 000-16704 Dear Mr. Shenk: This letter is in response to your correspondence dated May 24, 2012 (the “Comment Letter”) containing comments arising fr

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q

FORM 10-Q Table of Contents SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2012 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-16704 PROVIDENCE

Submission of Matters to a Vote of Security Holders - FORM 8-K 04-26-2012

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: April 26, 2012 PROVIDENCE AND WORCESTER RAILROAD COMPANY (Exact name of registrant as specified in its charter) Rhode Island 0-16704 05-0344399 (State or other jurisdiction Of incorporation) (Commission File Number) (I.

- FORM 8-8 04062012

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: April 5, 2012 PROVIDENCE AND WORCESTER RAILROAD COMPANY (Exact name of registrant as specified in its charter) Rhode Island 0-16704 05-0344399 (State or other jurisdiction Of incorporation) (Commission File Number) (I.

- PROXY

PROVIDENCE AND WORCESTER RAILROAD COMPANY (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [x] No fee required [ ] Fee computed on table below per Exchange Act Rules 14a-6(i) (4) and 0-11.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-K

Form 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

PWX / Providence & Worcester Railroad Co. / KEELEY ASSET MANAGEMENT CORP Passive Investment

SC 13G/A 1 cg067.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 12)* Providence and Worcester Railroad Company (Name of Issuer) Common Stock (Title of Class of Securities) 743737108 (CUSIP Number) December 31, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to d

Power of Attorney

Exhibit 24 Power of Attorney Know all by these presents, that the undersigned hereby constitutes and appoints each of Marie A.

Power of Attorney

Exhibit 24 Power of Attorney Know all by these presents, that the undersigned hereby constitutes and appoints each of Marie A.

Power of Attorney

Exhibit 24 Power of Attorney Know all by these presents, that the undersigned hereby constitutes and appoints each of Marie A.

Power of Attorney

Exhibit 24 Power of Attorney Know all by these presents, that the undersigned hereby constitutes and appoints each of Marie A.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q/A (Amendment No. 1) X QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2011 TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-16704 PRO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2011 o TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-16704 PRO

Power of Attorney

Exhibit 24 Power of Attorney Know all by these presents, that the undersigned hereby constitutes and appoints each of Marie A.

Power of Attorney

Exhibit 24 Power of Attorney Know all by these presents, that the undersigned hereby constitutes and appoints each of Marie A.

Power of Attorney

Exhibit 24 Power of Attorney Know all by these presents, that the undersigned hereby constitutes and appoints each of Marie A.

Power of Attorney

Exhibit 24 Power of Attorney Know all by these presents, that the undersigned hereby constitutes and appoints each of Marie A.

_____________________________________________________________________________ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: August 24, 2011 PROVIDENCE AND WORCESTER RAILROAD COMPANY (Exact name of registrant as specified in its charter) Rhode Island 0-16704 05-0344399 (State or other jurisdiction Of incorporation) (Commission File Number) (I.

EX-16.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

e10vq Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) Providence & Worcester Railroad Company

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) Providence & Worcester Railroad Company (Name of Issuer) Common Stock (Title of Class of Securities) 743737108 (CUSIP Number) Peter D. Goldstein GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Pe

Power of Attorney

Exhibit 24 Power of Attorney Know all by these presents, that the undersigned hereby constitutes and appoints each of Marie A.

Power of Attorney

Exhibit 24 Power of Attorney Know all by these presents, that the undersigned hereby constitutes and appoints each of Jonathan S.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: June 28, 2011 PROVIDENCE AND WORCESTER RAILROAD COMPANY (Exact name of registrant as specified in its charter) Rhode Island 0-16704 05-0344399 (State or other jurisdiction Of incorporation) (Commission File Number) (I.

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q X QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2011 TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-16704 PROVIDENCE AND WORCESTER RAILROAD COMPANY

Power of Attorney

Power of Attorney Know all by these presents, that the undersigned hereby constitutes and appoints each of Marie A.

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: April 27, 2011 PROVIDENCE AND WORCESTER RAILROAD COMPANY (Exact name of registrant as specified in its charter) Rhode Island 0-16704 05-0344399 (State or other jurisdiction Of incorporation) (Commission File Number) (I.

PROVIDENCE AND WORCESTER RAILROAD COMPANY 75 Hammond Street Worcester, Massachusetts 01610 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS April 27, 2011

PROVIDENCE AND WORCESTER RAILROAD COMPANY (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [x] No fee required [ ] Fee computed on table below per Exchange Act Rules 14a-6(i) (4) and 0-11.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2010 TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-16704 PROVIDENCE AND WORCESTER RAILROA

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

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): March 22, 2011 PROVIDENCE AND WORCESTER RAILROAD COMPANY (Exact name of registrant as specified in its charter) Rhode Island 0-16704 05-0344399 (State or other jurisdiction of incorpo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 11)* Providence and Worcester Railroad Company (Name of Issuer) Common Stock (Title of Class of Securities)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 11)* Providence and Worcester Railroad Company (Name of Issuer) Common Stock (Title of Class of Securities) 743737108 (CUSIP Number) December 31, 2010 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur

Power of Attorney

Exhibit 24 Power of Attorney Know all by these presents, that the undersigned hereby constitutes and appoints each of Jonathan S.

Power of Attorney

Exhibit 24 Power of Attorney Know all by these presents, that the undersigned hereby constitutes and appoints each of Marie A.

Power of Attorney

Exhibit 24 Power of Attorney Know all by these presents, that the undersigned hereby constitutes and appoints each of Marie A.

Power of Attorney

Exhibit 24 Power of Attorney Know all by these presents, that the undersigned hereby constitutes and appoints each of Marie A.

Power of Attorney

Exhibit 24 Power of Attorney Know all by these presents, that the undersigned hereby constitutes and appoints each of Marie A.

Power of Attorney

Exhibit 24 Power of Attorney Know all by these presents, that the undersigned hereby constitutes and appoints each of Marie A.

Power of Attorney

Exhibit 24 Power of Attorney Know all by these presents, that the undersigned hereby constitutes and appoints each of Marie A.

Power of Attorney

Exhibit 24 Power of Attorney Know all by these presents, that the undersigned hereby constitutes and appoints each of Marie A.

Power of Attorney

Exhibit 24 Power of Attorney Know all by these presents, that the undersigned hereby constitutes and appoints each of Marie A.

Power of Attorney

Exhibit 24 Power of Attorney Know all by these presents, that the undersigned hereby constitutes and appoints each of Marie A.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: December 22, 2010 PROVIDENCE AND WORCESTER RAILROAD COMPANY (Exact name of registrant as specified in its charter) Rhode Island 0-16704 05-0344399 (State or other jurisdiction of incorporation) (Commission File Number) (I.

Power of Attorney

Exhibit 24 Power of Attorney Know all by these presents, that the undersigned hereby constitutes and appoints each of Marie A.

Power of Attorney

Exhibit 24 Power of Attorney Know all by these presents, that the undersigned hereby constitutes and appoints each of Marie A.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q X QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2010 TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-16704 Rhode Island 05-0344399

Power of Attorney

Exhibit 24 Power of Attorney Know all by these presents, that the undersigned hereby constitutes and appoints each of Marie A.

Power of Attorney

Exhibit 24 Power of Attorney Know all by these presents, that the undersigned hereby constitutes and appoints each of Marie A.

Power of Attorney

Exhibit 24 Power of Attorney Know all by these presents, that the undersigned hereby constitutes and appoints each of Marie A.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: August 30, 2010 PROVIDENCE AND WORCESTER RAILROAD COMPANY (Exact name of registrant as specified in its charter) Rhode Island 0-16704 05-0344399 (State or other jurisdiction of incorporation) (Commission File Number) (I.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q X QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2010 TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-16704 PROVIDENCE AND WORCESTER RAI

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): August 2, 2010 PROVIDENCE AND WORCESTER RAILROAD COMPANY (Exact name of registrant as specified in its charter) Rhode Island 0-16704 05-0344399 (State or other jurisdiction of incorporation) (Commission File Number) (I.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): July 27, 2010 PROVIDENCE AND WORCESTER RAILROAD COMPANY (Exact name of registrant as specified in its charter) Rhode Island (State or other jurisdiction of incorporation) 0-16704 05-0

Power of Attorney

Power of Attorney Know all by these presents, that the undersigned hereby constitutes and appoints each of Marie A.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) Providence & Worcester Railroad Company

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) Providence & Worcester Railroad Company (Name of Issuer) Common Stock (Title of Class of Securities) 743737108 (CUSIP Number) Peter D. Goldstein GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-7732 (Name, Address and Telephone Number of Pe

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q X QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2010 TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-16704 PROVIDENCE AND WORCESTER RAILROAD COMPANY

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: April 29, 2010 PROVIDENCE AND WORCESTER RAILROAD COMPANY (Exact name of registrant as specified in its charter) Rhode Island 0-16704 05-0344399 (State or other jurisdiction of incorporation) (Commission File Number) (I.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 10)* SIGNATURE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 10)* Providence and Worcester Railroad Company (Name of Issuer) Common Stock (Title of Class of Securities) 743737108 (CUSIP Number) December 31, 2009 (Date of Event Which Requires Filing of this Statement Check the appropriate box to designate the rule purs

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Providence & Worcester Railroad Company

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Providence & Worcester Railroad Company (Name of Issuer) Common Stock (Title of Class of Securities) 743737108 (CUSIP Number) Peter D. Goldstein GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-7732 (Name, Address and Telephone Number of Pe

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Providence & Worcester Railroad Company

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Providence & Worcester Railroad Company (Name of Issuer) Common Stock (Title of Class of Securities)
60;743737108 (CUSIP Number) Peter D. Goldstein GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-7732 (Name, Address and Telephone Number of Person Authoriz

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 9)* SIGNATURE

OMB APPROVAL OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hours per response .

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 8)* SIGNATURE

OMB APPROVAL OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hours per response .

Financial Statements and Exhibits, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

8-K 1 form8k.htm FORM 8-K 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: February 16, 2007 PROVIDENCE AND WORCESTER RAILROAD COMPANY (Exact name of registrant as specified in its charter) Rhode Island (State or other jurisdiction of incorporation) 0-16704 05-03443

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 7)* SIGNATURE EXHIBIT 1

OMB APPROVAL OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hours per response .

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) Providence and Worcester Railroad Company (Name of Issuer) Common Stock (Title of Class of Securities) (CUSIP Number) M

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) Providence and Worcester Railroad Company - (Name of Issuer) Common Stock - (Title of Class of Securities) 743737108 - (CUSIP Number) Margaret D. Farrell, 50 Kennedy Plaza, Suite 1500 Providence, RI 02903 (401) 274-2000 -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 4) Providence and Worcester Railroad Company (Name of Issuer) Common Stock $.50 par value per

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 4) Providence and Worcester Railroad Company (Name of Issuer) Common Stock $.50 par value per share (Title of Class of Securities) 743737 10 8 (CUSIP Number) Margaret D. Farrell, Esq. Hinckley, Allen & Snyder 50 Kennedy Plaza, Suite 1500 Provi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 4) Providence and Worcester Railroad Company (Name of Issuer) Common Stock $.50 par value per

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 4) Providence and Worcester Railroad Company (Name of Issuer) Common Stock $.50 par value per share (Title of Class of Securities) 743737 10 8 (CUSIP Number) Margaret D. Farrell, Esq. Hinckley, Allen & Snyder 50 Kennedy Plaza, Suite 1500 Provi

Providence and Worcester Railroad Company

Exhibit 20 Providence and Worcester Railroad Company Contact: Mary A. Tanona 75 Hammond Street Worcester, MA 01610 Phone (508) 755-4000, ext. 365 Fax (508) 795-0748 Press Release Providence and Worcester Railroad Company Announces Labor Agreement Worcester, MA, August 10, 2006, Providence and Worcester Railroad Company (AMEX: ?PWX?) today announced that it has entered into an eight-year collective

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report: August 10, 2006 PROVIDENCE AND WORCESTER RAILROAD COMPANY (Exact name of registrant as specified in its charter) Rhode Island 0-16704 05-0344399 (State of incorporation or (Commission File Number) (IRS Employer organization) Identification No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 3) Providence and Worcester Railroad Company (Name of Issuer) Common Stock $.50 par value per

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 3) Providence and Worcester Railroad Company (Name of Issuer) Common Stock $.50 par value per share (Title of Class of Securities) 743737 10 8 (CUSIP Number) Margaret D. Farrell, Esq. Hinckley, Allen & Snyder 1500 Fleet Center Providence, Rhod

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* Persons who respond to the collection of information contained in this form are not required to respond

OMB APPROVAL OMB Number: 3235-0145 Expires: January 31, 2006 Estimated average burden hours per response .

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 3) Providence and Worcester Railroad Company (Name of Issuer) Common Stock $.50 par value per

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 3) Providence and Worcester Railroad Company (Name of Issuer) Common Stock $.50 par value per share (Title of Class of Securities) 743737 10 8 (CUSIP Number) Margaret D. Farrell, Esq. Hinckley, Allen & Snyder 1500 Fleet Center Providence, Rhod

EX-99

Exhibit 99.1 - - Providence and Worcester Railroad Company - - Contact: Mary Tanona 75 Hammond Street Worcester, MA 01610 Phone (508) 755-4000, ext. 365 Fax (508) 795-0748 Press Release Providence and Worcester Railroad Company Announces Death of Its President Worcester, MA, November 22, 2005, Providence and Worcester Railroad Company (AMEX: "PWX") announced that its president, Orville R. Harrold,

Current Report

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): November 22, 2005 (November 22, 2005) - - PROVIDENCE AND WORCESTER RAILROAD COMPANY - - (Exact name of registrant as specified in its charter) Rhode Island - - (State or other juris

FORM S-8

Registration Statement No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 - FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 - PROVIDENCE AND WORCESTER RAILROAD COMPANY (Exact Name of Registrant as Specified in its Charter) Rhode Island 05-03444399 (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 75 Hammond Street, Worce

EX-4

Exhibit 4.4 FIRST AMENDMENT TO - PROVIDENCE AND WORCESTER RAILROAD COMPANY - ALL STAR/ANNIVERSARY SAFETY INCENTIVE PLAN - WHEREAS, the Providence and Worcester Railroad Company (the "Company") adopted the Providence and Worcester Railroad Company All Star/Anniversary Safety Incentive Plan (the "Plan") as of January 1, 2004; WHEREAS, the undersigned has been designated as the Administrator of the P

EX-4

Exhibit 4.3 Providence and Worcester Railroad Company All Star/Anniversary Safety Incentive Plan This Providence and Worcester Railroad Company All Star/Anniversary Safety Incentive Plan (the "Plan") is adopted by Providence and Worcester Railroad Company (the "Company") for the purpose of advancing the interests of the Company by providing compensation to participating employees for the achieveme

SCHEDULE 13D CARLOTTI & 2005 EDER TRUST

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )* Providence and Worcester Railroad Company - - (Name of Issuer) Common Stock - - (Title of Class of Securities) 743737108 - - (CUSIP Number) Margaret D. Farrell, 1500 Fleet Center, Providence, RI 02903 (401) 274-2000 - - (Name, Address and Telephone Number of Person Aut

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* Persons who respond to the collection of information contained in this form are not required to respond

OMB APPROVAL OMB Number: 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response .

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* EXHIBIT 1 TO SCHEDULE 13G

OMB APPROVAL OMB Number: 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response .

ARBITRATION

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K current report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: June 28, 2002 PROVIDENCE AND WORCESTER RAILROAD COMPANY - - (Exact name of registrant as specified in its charter) Rhode Island 0-16704 05-0344399 - - (State of incorporation (Commission (IRS Employer Iden- or organization) File Number) tification No.