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 4, 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.)

  75 Hammond Street, Worcester, Massachusetts                             01610
--------------------------------------------------------------------------------
  (address of principal executive offices)                           (Zip Code)

  Registrant's telephone number:  508-755-4000
--------------------------------------------------------------------------------


                                       N/A
--------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)

<PAGE>

Item 5.   Other Events
          ------------

     By press  release  dated  April 3,  2002 the  Registrant  announced  to the
     general public that it had entered into a memorandum of understanding  with
     an affiliate of Chevron Texaco Corp.  with respect to joint  development by
     the two companies of property located on the waterfront in East Providence,
     Rhode Island.

     A description  of the foregoing is contained in the press release  referred
     to  above,  a copy  of  which  is  attached  hereto  as  Exhibit  20 and is
     incorporated herein by reference.

Item 7.   Financial Statements and Exhibits
          ---------------------------------

     The following exhibit is filed with this report:

     Exhibit 20 - Press Release dated April 3, 2002

                                    Signature

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


                                    Providence and Worcester
                                      Railroad Company

                                    By: /s/ Robert J. Easton
                                        --------------------
                                    Robert J. Easton, Treasurer
                                    (Principal financial officer and
                                    Principal accounting officer)

Date: April 4, 2002



<PAGE>


                                                                      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
mtanona@pwrr.com


Press Release

                    Providence and Worcester Railroad Company
             to Work with ChevronTexaco Corp. on Waterfront Property

Worcester,  MA, April 3, 2002,  Providence and Worcester Railroad Company (AMEX:
"PWX")  (P&W)  confirmed  today  that  it  has  entered  into  a  memorandum  of
understanding with an affiliate of ChevronTexaco Corp. (Chevron) with respect to
joint  development by the two companies of property located on the waterfront in
East Providence, Rhode Island.

P&W owns a 45-acre  site known as the South  Quay,  which  consists of a 33-acre
parcel  created over a period of years between 1979 and 1998 by P&W's filling of
tide flowed land on the Providence River, and an adjacent 12-acre parcel.  P&W's
fee simple  absolute  title to the  33-acre  parcel was  confirmed  by the Rhode
Island Supreme Court in 1999,  and its fee simple  absolute title to the 12-acre
parcel was confirmed by the Rhode Island  Superior  Court in 2000.  Chevron owns
the 30-acre parcel immediately to the south of the South Quay.

"75 acres situated on the waterfront just across the harbor from Providence, and
a short drive from other major New England cities,  offers a unique  opportunity
for development," said Orville R. Harrold,  P&W's president.  "We are pleased to
be  exploring  the  possibilities  with  both  Chevron  and  the  City  of  East
Providence.  In addition,  P&W and the City of East Providence have been working
to improve  access to the South  Quay,  which  should  enhance  the  development
potential of this site."

P&W is a regional  freight  railroad  operating in the states of  Massachusetts,
Rhode  Island,  Connecticut  and New York.  P&W  transports  a wide  variety  of
commodities,   including  construction  aggregate,   iron  and  steel  products,
chemicals,  lumber, scrap metals,  plastic resins,  cement,  processed foods and
edible food stuffs,  such as frozen  foods,  corn syrup and animal and vegetable
oils.  By  agreement  with a private  operator,  P&W also  operates two approved
customs bonded intermodal yards in Worcester,  MA, primarily for the movement of
container traffic from the Far East destined for points in New England.


<PAGE>




--------------------- This release contains "forward-looking  statements" within
the  meaning of section  21E of the  Securities  and  Exchange  Act of 1934,  as
amended.  These  forward-looking  statements  represent  the  Company's  present
expectations or beliefs concerning future events. The Company cautions that such
statements are  necessarily  based on certain  assumptions  which are subject to
risks and  uncertainties,  including,  but not  limited  to,  changes in general
economic condition, and changing competition which could cause actual results to
differ materially from those indicated herein. Further information on these risk
factors is included in the Company's  filings with the  Securities  and Exchange
Commission.


Contact Person:   P&W:  Mary A. Tanona
                        (508) 755-4000 (x365)
[{"type": "8-K", "sequence": "1", "filename": "a8-k20020404.txt", "description": "FORM 8-K", "secsgml_size_bytes": 6562}]
{"company-data": {"conformed-name": "PROVIDENCE & WORCESTER RAILROAD CO/RI/", "cik": "0000831968", "assigned-sic": "4011", "irs-number": "050344399", "state-of-incorporation": "RI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-12761", "film-number": "02601806"}, "business-address": {"street1": "75 HAMMOND ST", "city": "WORCESTER", "state": "MA", "zip": "01610", "phone": "5087554000"}, "mail-address": {"street1": "PROVIDENCE & WORCESTER RAILROAD CO", "street2": "75 HAMMOND STREET", "city": "WORCESTER", "state": "MA", "zip": "01610"}}
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 4, 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.)

  75 Hammond Street, Worcester, Massachusetts                             01610
--------------------------------------------------------------------------------
  (address of principal executive offices)                           (Zip Code)

  Registrant's telephone number:  508-755-4000
--------------------------------------------------------------------------------

                                       N/A
--------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)
Item 5.   Other Events
          ------------

     By press  release  dated  April 3,  2002 the  Registrant  announced  to the
     general public that it had entered into a memorandum of understanding  with
     an affiliate of Chevron Texaco Corp.  with respect to joint  development by
     the two companies of property located on the waterfront in East Providence,
     Rhode Island.

     A description  of the foregoing is contained in the press release  referred
     to  above,  a copy  of  which  is  attached  hereto  as  Exhibit  20 and is
     incorporated herein by reference.

Item 7.   Financial Statements and Exhibits
          ---------------------------------

     The following exhibit is filed with this report:

     Exhibit 20 - Press Release dated April 3, 2002

                                    Signature

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

                                    Providence and Worcester
                                      Railroad Company

                                    By: /s/ Robert J. Easton
                                        --------------------
                                    Robert J. Easton, Treasurer
                                    (Principal financial officer and
                                    Principal accounting officer)

Date: April 4, 2002
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
mtanona@pwrr.com

Press Release

                    Providence and Worcester Railroad Company
             to Work with ChevronTexaco Corp. on Waterfront Property

Worcester,  MA, April 3, 2002,  Providence and Worcester Railroad Company (AMEX:
"PWX")  (P&W)  confirmed  today  that  it  has  entered  into  a  memorandum  of
understanding with an affiliate of ChevronTexaco Corp. (Chevron) with respect to
joint  development by the two companies of property located on the waterfront in
East Providence, Rhode Island.

P&W owns a 45-acre  site known as the South  Quay,  which  consists of a 33-acre
parcel  created over a period of years between 1979 and 1998 by P&W's filling of
tide flowed land on the Providence River, and an adjacent 12-acre parcel.  P&W's
fee simple  absolute  title to the  33-acre  parcel was  confirmed  by the Rhode
Island Supreme Court in 1999,  and its fee simple  absolute title to the 12-acre
parcel was confirmed by the Rhode Island  Superior  Court in 2000.  Chevron owns
the 30-acre parcel immediately to the south of the South Quay.

"75 acres situated on the waterfront just across the harbor from Providence, and
a short drive from other major New England cities,  offers a unique  opportunity
for development," said Orville R. Harrold,  P&W's president.  "We are pleased to
be  exploring  the  possibilities  with  both  Chevron  and  the  City  of  East
Providence.  In addition,  P&W and the City of East Providence have been working
to improve  access to the South  Quay,  which  should  enhance  the  development
potential of this site."

P&W is a regional  freight  railroad  operating in the states of  Massachusetts,
Rhode  Island,  Connecticut  and New York.  P&W  transports  a wide  variety  of
commodities,   including  construction  aggregate,   iron  and  steel  products,
chemicals,  lumber, scrap metals,  plastic resins,  cement,  processed foods and
edible food stuffs,  such as frozen  foods,  corn syrup and animal and vegetable
oils.  By  agreement  with a private  operator,  P&W also  operates two approved
customs bonded intermodal yards in Worcester,  MA, primarily for the movement of
container traffic from the Far East destined for points in New England.
--------------------- This release contains "forward-looking  statements" within
the  meaning of section  21E of the  Securities  and  Exchange  Act of 1934,  as
amended.  These  forward-looking  statements  represent  the  Company's  present
expectations or beliefs concerning future events. The Company cautions that such
statements are  necessarily  based on certain  assumptions  which are subject to
risks and  uncertainties,  including,  but not  limited  to,  changes in general
economic condition, and changing competition which could cause actual results to
differ materially from those indicated herein. Further information on these risk
factors is included in the Company's  filings with the  Securities  and Exchange
Commission.

Contact Person:   P&W:  Mary A. Tanona
                        (508) 755-4000 (x365)