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: November 30, 2005

                    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 8.01 Other Events
          ------------

          By press release dated November 30, 2005 the  Registrant  announced to
          the  general  public  that,  at a  special  meeting  of the  Board  of
          Directors,  P. Scott Conti was appointed to serve as a Director of the
          Company  until the next  meeting of  shareholders  and was  elected to
          succeed  Orville R. Harrold as President of the Company.  Mr.  Harrold
          passed away  unexpectedly on November 22, 2005. The Board of Directors
          also promoted David F.  Fitzgerald,  the Company's  Superintendent  of
          Transportation,  and  Frank  K.  Rogers,  the  Company's  Director  of
          Marketing, to the office of Vice President.

          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 9.01 Financial Statements and Exhibits
          ---------------------------------

          The following exhibit is filed with this report:

          Exhibit 20 - Press Release dated November 30, 2005

                                    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 and
                                    Chief Financial Officer

Date: November 30, 2005

                                        2

<PAGE>

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

                                       -----------------------------------------
                                       Providence and Worcester Railroad Company
                                       -----------------------------------------

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 Management Changes

Worcester,  MA,  November 30, 2005,  Providence and Worcester  Railroad  Company
(AMEX: "PWX") announced that, at a special meeting of the Board of Directors, P.
Scott Conti was  appointed to serve as a Director of the Company  until the next
meeting  of  shareholders  and was  elected to  succeed  Orville  R.  Harrold as
President of the Company.

Mr. Harrold,  Providence and Worcester Railroad Company's  President since 1980,
passed away unexpectedly on November 22, 2005. He was 73 years old. He began his
railroad career in 1960 on the Pennsylvania  Railroad after serving as a Captain
in the U.S.  Marine  Corps.  He joined  the  Company as Chief  Engineer  when it
commenced independent  operations on February 3, 1973, was named General Manager
of the Company in 1974, and a Director in 1978.

Mr. Conti  joined the Company in 1988 as  Engineering  Manager.  He became Chief
Engineer  in 1998 and was  named  Vice  President  Engineering  in 1999.  Before
joining the Company,  he was employed as an engineer by the Perini  Corporation.
He holds a B.S.C.E. degree from Norwich University in Northfield, VT.

Robert H. Eder,  Chairman  of the  Company,  who had been  serving as the acting
President of the Company since Mr. Harrold's death last week, said, "Those of us
who worked with  Orville will always  value his  insight,  his example,  and his
contributions  to the  Company.  We look  forward  to  working  with Scott as he
assumes Orville's duties."

The  Board of  Directors  also  promoted  David  F.  Fitzgerald,  the  Company's
Superintendent of Transportation, and Frank K. Rogers, the Company's Director of
Marketing, to the office of Vice President.

The  Company  is  a  regional  freight  railroad  operating  in  the  states  of
Massachusetts,  Rhode Island, Connecticut and New York. The Company transports a
wide variety of commodities,  including construction  aggregate,  iron and steel
products,  chemicals,  lumber,  scrap  metals,  plastic  resins,  cement,  coal,
construction and demolition debris, processed foods and edible food stuffs, such
as frozen foods,  corn syrup and animal and vegetable  oils. By agreement with a
private  operator,  the  Company  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)
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{"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": "051234192"}, "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"}}
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: November 30, 2005

                    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 8.01 Other Events
          ------------

          By press release dated November 30, 2005 the  Registrant  announced to
          the  general  public  that,  at a  special  meeting  of the  Board  of
          Directors,  P. Scott Conti was appointed to serve as a Director of the
          Company  until the next  meeting of  shareholders  and was  elected to
          succeed  Orville R. Harrold as President of the Company.  Mr.  Harrold
          passed away  unexpectedly on November 22, 2005. The Board of Directors
          also promoted David F.  Fitzgerald,  the Company's  Superintendent  of
          Transportation,  and  Frank  K.  Rogers,  the  Company's  Director  of
          Marketing, to the office of Vice President.

          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 9.01 Financial Statements and Exhibits
          ---------------------------------

          The following exhibit is filed with this report:

          Exhibit 20 - Press Release dated November 30, 2005

                                    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 and
                                    Chief Financial Officer

Date: November 30, 2005

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

                                       -----------------------------------------
                                       Providence and Worcester Railroad Company
                                       -----------------------------------------

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 Management Changes

Worcester,  MA,  November 30, 2005,  Providence and Worcester  Railroad  Company
(AMEX: "PWX") announced that, at a special meeting of the Board of Directors, P.
Scott Conti was  appointed to serve as a Director of the Company  until the next
meeting  of  shareholders  and was  elected to  succeed  Orville  R.  Harrold as
President of the Company.

Mr. Harrold,  Providence and Worcester Railroad Company's  President since 1980,
passed away unexpectedly on November 22, 2005. He was 73 years old. He began his
railroad career in 1960 on the Pennsylvania  Railroad after serving as a Captain
in the U.S.  Marine  Corps.  He joined  the  Company as Chief  Engineer  when it
commenced independent  operations on February 3, 1973, was named General Manager
of the Company in 1974, and a Director in 1978.

Mr. Conti  joined the Company in 1988 as  Engineering  Manager.  He became Chief
Engineer  in 1998 and was  named  Vice  President  Engineering  in 1999.  Before
joining the Company,  he was employed as an engineer by the Perini  Corporation.
He holds a B.S.C.E. degree from Norwich University in Northfield, VT.

Robert H. Eder,  Chairman  of the  Company,  who had been  serving as the acting
President of the Company since Mr. Harrold's death last week, said, "Those of us
who worked with  Orville will always  value his  insight,  his example,  and his
contributions  to the  Company.  We look  forward  to  working  with Scott as he
assumes Orville's duties."

The  Board of  Directors  also  promoted  David  F.  Fitzgerald,  the  Company's
Superintendent of Transportation, and Frank K. Rogers, the Company's Director of
Marketing, to the office of Vice President.

The  Company  is  a  regional  freight  railroad  operating  in  the  states  of
Massachusetts,  Rhode Island, Connecticut and New York. The Company transports a
wide variety of commodities,  including construction  aggregate,  iron and steel
products,  chemicals,  lumber,  scrap  metals,  plastic  resins,  cement,  coal,
construction and demolition debris, processed foods and edible food stuffs, such
as frozen foods,  corn syrup and animal and vegetable  oils. By agreement with a
private  operator,  the  Company  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)