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 11, 2007


                    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 11, 2007 the  Registrant  announced to the
          general  public  that it has  entered  into an  eight-year  collective
          bargaining  agreement  with  the  Brotherhood  of  Railroad  Signalmen
          ("BRS"),  whose members  constitute  all of the Company's  maintenance
          crafts  including  maintenance  of equipment,  maintenance  of way and
          communications and signals departments.

          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 11, 2007

                                    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 11, 2007
                                       2

<PAGE>

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

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


Contact: Marie A. Angelini

75 Hammond Street
Worcester, MA  01610

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


Press Release

                    Providence and Worcester Railroad Company
                            Announces Labor Agreement


     Worcester,  MA, July 11, 2007,  Providence and Worcester  Railroad  Company
(AMEX: "PWX") today announced that it has entered into an eight-year  collective
bargaining  agreement with the Brotherhood of Railroad Signalmen ("BRS"),  whose
members constitute all of the Company's maintenance crafts including maintenance
of equipment, maintenance of way and communications and signals departments.

     P. Scott Conti,  the Company's  President,  said,  "We are pleased with the
results of the  negotiations  and believe  this  agreement  is good for both the
Company and the Union."

     In  August  2006,  the  Company  announced  that  it had  entered  into  an
eight-year agreement with the Transportation Communications International Union,
which represents all the Company's  clerical employees and, in October 2005, the
Company  announced  that it had entered into an  eight-year  agreement  with the
United Transportation Union, which represents all of the Company's train service
employees.

     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  custom  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: Marie A. Angelini
                     (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": "07974156"}, "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 11, 2007

                    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 11, 2007 the  Registrant  announced to the
          general  public  that it has  entered  into an  eight-year  collective
          bargaining  agreement  with  the  Brotherhood  of  Railroad  Signalmen
          ("BRS"),  whose members  constitute  all of the Company's  maintenance
          crafts  including  maintenance  of equipment,  maintenance  of way and
          communications and signals departments.

          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 11, 2007

                                    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 11, 2007
                                       2
Exhibit 20
                                                                      ----------

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

Contact: Marie A. Angelini

75 Hammond Street
Worcester, MA  01610

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

Press Release

                    Providence and Worcester Railroad Company
                            Announces Labor Agreement

     Worcester,  MA, July 11, 2007,  Providence and Worcester  Railroad  Company
(AMEX: "PWX") today announced that it has entered into an eight-year  collective
bargaining  agreement with the Brotherhood of Railroad Signalmen ("BRS"),  whose
members constitute all of the Company's maintenance crafts including maintenance
of equipment, maintenance of way and communications and signals departments.

     P. Scott Conti,  the Company's  President,  said,  "We are pleased with the
results of the  negotiations  and believe  this  agreement  is good for both the
Company and the Union."

     In  August  2006,  the  Company  announced  that  it had  entered  into  an
eight-year agreement with the Transportation Communications International Union,
which represents all the Company's  clerical employees and, in October 2005, the
Company  announced  that it had entered into an  eight-year  agreement  with the
United Transportation Union, which represents all of the Company's train service
employees.

     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  custom  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: Marie A. Angelini
                     (508) 755-4000 (x365)