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: February 21, 2001

                    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  February  16, 2001 the  Registrant  announced to the
  general  public  that it had  entered  into a  twenty-five  year,  system-wide
  license  agreement with Vitreum Networks,  LLC, which requires Vitreum,  at no
  cost to the Registrant, to install, maintain and operate a dark fiber backbone
  (conduits  and  fiber  optic  cable)  on  the  Registrant's  rail  system.  As
  consideration for the use of the right-of-way, Vitreum will pay the Registrant
  an annual license fee equal to the greater of a certain minimum annual payment
  or a certain  percentage of revenues from the lease of rights to use the fiber
  and conduits, net of certain expenses.

  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 February 16, 2001

                                    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: February 21, 2001

                                       2
<PAGE>

                                                           Exhibit 20
                                                           ----------

Contact: Mary A. Tanona
75   Hammond Street
Worcester, MA  01610

Phone  (508) 755-4000, ext. 365
Fax  (508) 795-0748

Providence and Worcester Railroad Company

Press Release


                    Providence and Worcester Railroad Company
                     Announces Telecommunications Agreement


  Worcester,  MA, February 16, 2001,  Providence and Worcester  Railroad Company
(AMEX:  "PWX")  announced  today that it has entered  into a  twenty-five  year,
system-wide  license  agreement  with  Vitreum  Networks,  LLC,  which  requires
Vitreum, at no cost to the Railroad Company, to install,  maintain and operate a
dark fiber backbone  (conduits and fiber optic cable) on the Railroad  Company's
system. As consideration  for the use of the right-of-way,  Vitreum will pay the
Railroad Company an annual license fee equal to the greater of a certain minimum
annual payment or a certain  percentage of the revenues from the lease of rights
to use the fiber and conduits,  net of certain permitted expenses.  In addition,
the  Railroad  Company has the  exclusive  use and benefit of twelve  strands of
fiber for railroad  purposes.  The agreement  further  provides that Vitreum may
prepay the  license  fee,  based upon an  appraisal  of the  Railroad  Company's
interest in the system,  in the event another company seeks to acquire Vitreum's
interest.  The  telecommunications  transmission system will be installed over a
three-year period, beginning with installation along the Railroad Company's Main
Line,  Washington  Secondary and Middletown Branch,  continuing with the Norwich
Branch and East Providence Secondary, and ending with the Gardner Branch.

  Orville R. Harrold, the Railroad Company's  President,  said, "We believe this
is an excellent arrangement for the Railroad Company,  permitting it to share in
the revenues of the licensee."

  Vitreum Networks,  LLC, a Rhode Island company,  plans on building a +400 mile
all optical  network in New England.  This network will connect the major cities
in New England including Boston, Providence,  Hartford, New Haven, and Groton to
New York City.  Vitreum plans on starting  construction  of this network in June
2001.

  The Railroad Company is a regional freight railroad operating in the states of
Massachusetts,  Rhode  Island,  Connecticut  and New York.  It 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,  the Railroad Company also
operates two approved custom bonded intermodal yards in Worcester, MA, primarily
for the movement of container  traffic from the Far East  destined for points in
New England.

                                       3
<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": "0001.txt", "secsgml_size_bytes": 7234}]
{"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": "1550870"}, "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: February 21, 2001

                    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  February  16, 2001 the  Registrant  announced to the
  general  public  that it had  entered  into a  twenty-five  year,  system-wide
  license  agreement with Vitreum Networks,  LLC, which requires Vitreum,  at no
  cost to the Registrant, to install, maintain and operate a dark fiber backbone
  (conduits  and  fiber  optic  cable)  on  the  Registrant's  rail  system.  As
  consideration for the use of the right-of-way, Vitreum will pay the Registrant
  an annual license fee equal to the greater of a certain minimum annual payment
  or a certain  percentage of revenues from the lease of rights to use the fiber
  and conduits, net of certain expenses.

  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 February 16, 2001

                                    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: February 21, 2001

                                       2
Exhibit 20
                                                           ----------

Contact: Mary A. Tanona
75   Hammond Street
Worcester, MA  01610

Phone  (508) 755-4000, ext. 365
Fax  (508) 795-0748

Providence and Worcester Railroad Company

Press Release

                    Providence and Worcester Railroad Company
                     Announces Telecommunications Agreement

  Worcester,  MA, February 16, 2001,  Providence and Worcester  Railroad Company
(AMEX:  "PWX")  announced  today that it has entered  into a  twenty-five  year,
system-wide  license  agreement  with  Vitreum  Networks,  LLC,  which  requires
Vitreum, at no cost to the Railroad Company, to install,  maintain and operate a
dark fiber backbone  (conduits and fiber optic cable) on the Railroad  Company's
system. As consideration  for the use of the right-of-way,  Vitreum will pay the
Railroad Company an annual license fee equal to the greater of a certain minimum
annual payment or a certain  percentage of the revenues from the lease of rights
to use the fiber and conduits,  net of certain permitted expenses.  In addition,
the  Railroad  Company has the  exclusive  use and benefit of twelve  strands of
fiber for railroad  purposes.  The agreement  further  provides that Vitreum may
prepay the  license  fee,  based upon an  appraisal  of the  Railroad  Company's
interest in the system,  in the event another company seeks to acquire Vitreum's
interest.  The  telecommunications  transmission system will be installed over a
three-year period, beginning with installation along the Railroad Company's Main
Line,  Washington  Secondary and Middletown Branch,  continuing with the Norwich
Branch and East Providence Secondary, and ending with the Gardner Branch.

  Orville R. Harrold, the Railroad Company's  President,  said, "We believe this
is an excellent arrangement for the Railroad Company,  permitting it to share in
the revenues of the licensee."

  Vitreum Networks,  LLC, a Rhode Island company,  plans on building a +400 mile
all optical  network in New England.  This network will connect the major cities
in New England including Boston, Providence,  Hartford, New Haven, and Groton to
New York City.  Vitreum plans on starting  construction  of this network in June
2001.

  The Railroad Company is a regional freight railroad operating in the states of
Massachusetts,  Rhode  Island,  Connecticut  and New York.  It 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,  the Railroad Company also
operates two approved custom bonded intermodal yards in Worcester, MA, primarily
for the movement of container  traffic from the Far East  destined for points in
New England.

                                       3
-----------------
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)