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 30, 1999

         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

  (a.) By press release dated April 23, 1999 the Registrant  advised the general
public  of  a  decision  of  the  Rhode  Island  Supreme  Court  confirming  the
Registrant's  fee simple  absolute title to the  approximate 35 acre  waterfront
property located in East Providence, Rhode Island and known
as the South Quay.

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

  (b.) By press release dated April 28, 1999 the Registrant  advised the general
public of the action of its Board of Directors increasing the quarterly dividend
on its outstanding Common Stock from $.03 per share to $.04 per share.

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

  Item 7.   Financial Statements and Exhibits

  The  exhibits  which are filed with this  report are set forth in the  Exhibit
Index which appears at page 3 of this report.

                          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 30, 1999
<PAGE>

                        EXHIBIT INDEX

The following exhibits are filed herewith:


Exhibit:

20(a) Press Release dated April 23, 1999

20(b) Press Release dated April 28, 1999

<PAGE>


                                                         Exhibit 20(a)
Providence and Worcester Railroad Company




Contact: Deborah E. Sedares

75   Hammond Street
Worcester, MA  01610

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


Press Release





                                       April 23, 1999

               Providence and Worcester Railroad Company
                  Announces Supreme Court Decision on
                  East Providence Waterfront Property


     Worcester,  MA - Providence  and Worcester  Railroad  Company  (AMEX:  PWX)
announced that the Rhode Island Supreme Court has today  confirmed the Company's
fee simple absolute title to the  approximate 35 acre waterfront  property known
as the South Quay. This property was created on formerly tide flowed land by the
Company to capitalize on the growth of intermodal  transportation.  The facility
is  located  1/2  mile  from  interstate  195  and  1-1/2  miles  from  downtown
Providence,  has direct rail access and is adjacent to a 12 acre site also owned
by the Company.  Confirming the Company's fee simple  absolute title permits the
Company  to explore  all  development  opportunities  for this  waterfront  site
including both rail and non-rail related uses.


     By  way  of  background,  following  a  series  of  transactions  involving
properties on the Providence River in East Providence, Rhode Island, the Company
sought and obtained necessary federal and state permits to fill and reclaim tide
flowed land south of and abutting the Wilkesbarre Pier in East Providence and to
dredge a -40 mean low water (MLW) ship berth area (South Quay).

     In 1979, the Company commenced the engineering and design of a berm for the
containment basin in which the dredged material would be deposited to create the
land area. The berm construction was completed in 1984. For a number of reasons,
including  general economic  conditions and competing demand for resources,  the
Company was unable to  complete  the  construction  of the South Quay within the
time  allowed  under  its  permits.  The  Company  applied  for and was  granted
extensions of time from Coastal Resources  Management  Council (Coastal Council)
and Corp of Engineers to complete the project.
<PAGE>

     In 1988 and early 1989,  the Company  filled in the southeast and southwest
corners of the Quay to provide  sufficient  radii for future track  construction
and to prepare the site for dredging. In 1990, the Company conducted a series of
engineering and design studies related to the next phases of the development.

     In 1991 and 1992, the Company completed  earthwork necessary to prepare the
site for dredging and completed dredging a ship berth  approximately 135 feet in
width by 1900 feet in length with a depth of approximately -40 feet MLW.

         The next phase of construction  included filling the containment  basin
with the Company depositing over 500,000 cubic yards of clean upland fill. Slope
protection for the south face of the berm to protect  against  erosion and storm
damage as well as paving of an access road have also been completed.


---------------------
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  Companys  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  Companys  filings with the  Securities  and Exchange
Commission.



Contact Person:   P&W:     Deborah E. Sedares
                           (508) 755-4000 (x365)

<PAGE>


                                                        Exhibit 20(b)
Providence and Worcester Railroad Company




Contact: Deborah E. Sedares

75   Hammond Street
Worcester, MA  01610

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


Press Release






                                         April 28, 1999

               Providence and Worcester Railroad Company
                               Announces Dividends



     Worcester,  MA., At its regular  quarterly  meeting on April 28, 1999,  the
Board of Directors of the Providence and Worcester  Railroad Company (AMEX: PWX)
declared a dividend  of $.04 per share on the  outstanding  Common  Stock of the
Company,  payable May 27, 1999 to  shareholders  of record on May 13, 1999. This
amount is a 33% increase over the previous  declared  dividend of $.03 per share
paid on February 25, 1999.




---------------------
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  Companys  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  Companys  filings with the  Securities  and Exchange
Commission.




Contact Person:   P&W:  Deborah E. Sedares
                        (508) 755-4000 (x365)
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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 30, 1999

         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

  (a.) By press release dated April 23, 1999 the Registrant  advised the general
public  of  a  decision  of  the  Rhode  Island  Supreme  Court  confirming  the
Registrant's  fee simple  absolute title to the  approximate 35 acre  waterfront
property located in East Providence, Rhode Island and known
as the South Quay.

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

  (b.) By press release dated April 28, 1999 the Registrant  advised the general
public of the action of its Board of Directors increasing the quarterly dividend
on its outstanding Common Stock from $.03 per share to $.04 per share.

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

  Item 7.   Financial Statements and Exhibits

  The  exhibits  which are filed with this  report are set forth in the  Exhibit
Index which appears at page 3 of this report.

                          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 30, 1999
EXHIBIT INDEX

The following exhibits are filed herewith:

Exhibit:

20(a) Press Release dated April 23, 1999

20(b) Press Release dated April 28, 1999
Exhibit 20(a)
Providence and Worcester Railroad Company

Contact: Deborah E. Sedares

75   Hammond Street
Worcester, MA  01610

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

Press Release

                                       April 23, 1999

               Providence and Worcester Railroad Company
                  Announces Supreme Court Decision on
                  East Providence Waterfront Property

     Worcester,  MA - Providence  and Worcester  Railroad  Company  (AMEX:  PWX)
announced that the Rhode Island Supreme Court has today  confirmed the Company's
fee simple absolute title to the  approximate 35 acre waterfront  property known
as the South Quay. This property was created on formerly tide flowed land by the
Company to capitalize on the growth of intermodal  transportation.  The facility
is  located  1/2  mile  from  interstate  195  and  1-1/2  miles  from  downtown
Providence,  has direct rail access and is adjacent to a 12 acre site also owned
by the Company.  Confirming the Company's fee simple  absolute title permits the
Company  to explore  all  development  opportunities  for this  waterfront  site
including both rail and non-rail related uses.

     By  way  of  background,  following  a  series  of  transactions  involving
properties on the Providence River in East Providence, Rhode Island, the Company
sought and obtained necessary federal and state permits to fill and reclaim tide
flowed land south of and abutting the Wilkesbarre Pier in East Providence and to
dredge a -40 mean low water (MLW) ship berth area (South Quay).

     In 1979, the Company commenced the engineering and design of a berm for the
containment basin in which the dredged material would be deposited to create the
land area. The berm construction was completed in 1984. For a number of reasons,
including  general economic  conditions and competing demand for resources,  the
Company was unable to  complete  the  construction  of the South Quay within the
time  allowed  under  its  permits.  The  Company  applied  for and was  granted
extensions of time from Coastal Resources  Management  Council (Coastal Council)
and Corp of Engineers to complete the project.
In 1988 and early 1989,  the Company  filled in the southeast and southwest
corners of the Quay to provide  sufficient  radii for future track  construction
and to prepare the site for dredging. In 1990, the Company conducted a series of
engineering and design studies related to the next phases of the development.

     In 1991 and 1992, the Company completed  earthwork necessary to prepare the
site for dredging and completed dredging a ship berth  approximately 135 feet in
width by 1900 feet in length with a depth of approximately -40 feet MLW.

         The next phase of construction  included filling the containment  basin
with the Company depositing over 500,000 cubic yards of clean upland fill. Slope
protection for the south face of the berm to protect  against  erosion and storm
damage as well as paving of an access road have also been completed.

---------------------
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  Companys  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  Companys  filings with the  Securities  and Exchange
Commission.

Contact Person:   P&W:     Deborah E. Sedares
                           (508) 755-4000 (x365)
Exhibit 20(b)
Providence and Worcester Railroad Company

Contact: Deborah E. Sedares

75   Hammond Street
Worcester, MA  01610

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

Press Release

                                         April 28, 1999

               Providence and Worcester Railroad Company
                               Announces Dividends

     Worcester,  MA., At its regular  quarterly  meeting on April 28, 1999,  the
Board of Directors of the Providence and Worcester  Railroad Company (AMEX: PWX)
declared a dividend  of $.04 per share on the  outstanding  Common  Stock of the
Company,  payable May 27, 1999 to  shareholders  of record on May 13, 1999. This
amount is a 33% increase over the previous  declared  dividend of $.03 per share
paid on February 25, 1999.

---------------------
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  Companys  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  Companys  filings with the  Securities  and Exchange
Commission.

Contact Person:   P&W:  Deborah E. Sedares
                        (508) 755-4000 (x365)