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: July 27, 2006


                    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 July 26, 2006 the  Registrant  reported to the
          general public progress  relating to the Company's South Quay property
          and the Freight Rail Improvement  Project, two projects that have been
          ongoing for a number of years.


          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 July 26, 2006

                                    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: July 27, 2006
                                        2

<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


Press Release


                    Providence and Worcester Railroad Company
                          Announces Project Milestones

     Worcester,  MA, July 26, 2006.  Providence and Worcester  Railroad  Company
(AMEX:  "PWX") today  announced  progress  relating to the Company's  South Quay
property and the Freight Rail Improvement  Project  ("FRIP"),  two projects that
have been ongoing for a number of years.

     Yesterday,  a groundbreaking  took place for the Warren Avenue extension in
East  Providence,  Rhode Island,  a Rhode Island  Department  of  Transportation
roadway  improvement  that will  provide  a direct  link  between  I-195 and the
Company's South Quay property.  The South Quay consists of a total of forty-five
acres in two parcels - a  thirty-three  acre parcel  that was  tide-flowed  land
filled by the Company and an existing  twelve-acre  parcel.  The  Company's  fee
simple title to the  thirty-three  acre parcel was confirmed by the Rhode Island
Supreme Court in a landmark  decision in 1999.  The Rhode Island  Superior Court
confirmed the Company's fee simple title to the twelve-acre  parcel in 2000. The
property is located a half mile from Route I-195. The principal  planner for the
City of East  Providence  was recently  quoted in a published  article as saying
that the link to the  highway is  believed  to be  "critical  because,  from the
standpoint of developers, one of their greatest concerns is having direct access
to the interstate."  The project is anticipated to be substantially  complete by
2007.

     The FRIP was  originally  proposed  by the  State  of Rhode  Island  in the
mid-1990s to increase the capacity of the electrified Northeast Corridor along a
twenty-two-mile  corridor from Central Falls, Rhode Island,  through Providence,
to Quonset Point/  Davisville and to increase  overhead  clearances to allow for
the  movement of modern rail  equipment,  thereby  enabling  development  of the
State's Quonset  Point/Davisville  port  facilities.  The FRIP track consists of
seventeen miles of dedicated freight track (ten miles of which are new track and
seven  miles of which  were  rehabilitated),  while  the  balance  of the  route
consists  of shared  use of two  rehabilitated  electrified  main lines for five
miles). Construction commenced in 2002 at a cost of $148 million to the State of
Rhode Island and the federal  government and is scheduled to be completed by the
third  quarter  of 2006.  As of now,  the  inaugural  train on the FRIP track is
tentatively scheduled for the end of August, with regular service to commence in
September 2006.

     In a letter to Company shareholders dated July 26, 2006, PWX President,  P.
Scott Conti,  stated that,  "The Company looks forward to the  completion of the
Warren Avenue  extension and the  inauguration of service on the FRIP track with
great anticipation."

     In addition,  the Company  announced that, at its regular quarterly meeting
on July 26, 2006,  the Board of Directors of the Company  declared a dividend of
$.04 per share on the  outstanding  Common Stock of the Company,  payable August
21, 2006 to shareholders of record on August 7, 2006.


---------------------

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": "06983185"}, "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: July 27, 2006

                    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 July 26, 2006 the  Registrant  reported to the
          general public progress  relating to the Company's South Quay property
          and the Freight Rail Improvement  Project, two projects that have been
          ongoing for a number of years.

          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 July 26, 2006

                                    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: July 27, 2006
                                        2
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 Project Milestones

     Worcester,  MA, July 26, 2006.  Providence and Worcester  Railroad  Company
(AMEX:  "PWX") today  announced  progress  relating to the Company's  South Quay
property and the Freight Rail Improvement  Project  ("FRIP"),  two projects that
have been ongoing for a number of years.

     Yesterday,  a groundbreaking  took place for the Warren Avenue extension in
East  Providence,  Rhode Island,  a Rhode Island  Department  of  Transportation
roadway  improvement  that will  provide  a direct  link  between  I-195 and the
Company's South Quay property.  The South Quay consists of a total of forty-five
acres in two parcels - a  thirty-three  acre parcel  that was  tide-flowed  land
filled by the Company and an existing  twelve-acre  parcel.  The  Company's  fee
simple title to the  thirty-three  acre parcel was confirmed by the Rhode Island
Supreme Court in a landmark  decision in 1999.  The Rhode Island  Superior Court
confirmed the Company's fee simple title to the twelve-acre  parcel in 2000. The
property is located a half mile from Route I-195. The principal  planner for the
City of East  Providence  was recently  quoted in a published  article as saying
that the link to the  highway is  believed  to be  "critical  because,  from the
standpoint of developers, one of their greatest concerns is having direct access
to the interstate."  The project is anticipated to be substantially  complete by
2007.

     The FRIP was  originally  proposed  by the  State  of Rhode  Island  in the
mid-1990s to increase the capacity of the electrified Northeast Corridor along a
twenty-two-mile  corridor from Central Falls, Rhode Island,  through Providence,
to Quonset Point/  Davisville and to increase  overhead  clearances to allow for
the  movement of modern rail  equipment,  thereby  enabling  development  of the
State's Quonset  Point/Davisville  port  facilities.  The FRIP track consists of
seventeen miles of dedicated freight track (ten miles of which are new track and
seven  miles of which  were  rehabilitated),  while  the  balance  of the  route
consists  of shared  use of two  rehabilitated  electrified  main lines for five
miles). Construction commenced in 2002 at a cost of $148 million to the State of
Rhode Island and the federal  government and is scheduled to be completed by the
third  quarter  of 2006.  As of now,  the  inaugural  train on the FRIP track is
tentatively scheduled for the end of August, with regular service to commence in
September 2006.

     In a letter to Company shareholders dated July 26, 2006, PWX President,  P.
Scott Conti,  stated that,  "The Company looks forward to the  completion of the
Warren Avenue  extension and the  inauguration of service on the FRIP track with
great anticipation."

     In addition,  the Company  announced that, at its regular quarterly meeting
on July 26, 2006,  the Board of Directors of the Company  declared a dividend of
$.04 per share on the  outstanding  Common Stock of the Company,  payable August
21, 2006 to shareholders of record on August 7, 2006.

---------------------

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)