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: June 9, 2000

                    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 June 8, 2000 the  Registrant  announced to the general
  public the  commencement of construction  of a 12 mile  right-of-way  bringing
  freight service into Hartford, Connecticut.

  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 June 8, 2000

                                    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: June 9, 2000

<PAGE>


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

Contact: Deborah E. Sedares

75   Hammond Street
Worcester, MA  01610

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


Press Release

                                                  June 8, 2000

                    Providence and Worcester Railroad Company
         Announces Commencement of Construction of a 12 Mile Right-of-way
            Bringing Rail Freight Service into Hartford, Connecticut


     Worcester,  MA., June 8, 2000,  Providence and Worcester  Railroad  Company
(AMEX:  PWX) today  announced the  commencement of building  activities  along a
right-of-way  connecting  its  existing  rail  freight  operations  to Hartford,
Connecticut.  The $1.8 million project involves construction of approximately 12
miles of track.

     The  right-of-way  extends  existing  rail freight  service in  Middletown,
Connecticut through the towns of Portland, Cromwell, Rocky Hill and Wethersfield
to a terminus in Hartford where the line will allow for  connections  with other
freight  railroads.  The extension of the rail right-of-way  will afford P&W the
opportunity to service the Greater Hartford market, particularly in the movement
of forest  products (such as lumber and paper),  metals and food stuffs (such as
grain and corn syrup).

     Construction  of the line is expected to be completed by July 1, 2001. Rail
freight  service on this line will  commence  thereafter.  The  project is being
undertaken pursuant to an agreement with the State of Connecticut  Department of
Transportation and the Company.

     The  Company  is a regional  freight  railroad  operating  in the states of
Massachusetts,  Rhode Island, Connecticut and New York. The Company transports a

<PAGE>

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 Company also operates
two approved  customs  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: Deborah E. Sedares
                      (508) 755-4000 (x365)
[{"type": "8-K", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 6000}]
{"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": "651891"}, "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: June 9, 2000

                    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 June 8, 2000 the  Registrant  announced to the general
  public the  commencement of construction  of a 12 mile  right-of-way  bringing
  freight service into Hartford, Connecticut.

  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 June 8, 2000

                                    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: June 9, 2000
Exhibit 20
                                                           ----------

Contact: Deborah E. Sedares

75   Hammond Street
Worcester, MA  01610

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

Press Release

                                                  June 8, 2000

                    Providence and Worcester Railroad Company
         Announces Commencement of Construction of a 12 Mile Right-of-way
            Bringing Rail Freight Service into Hartford, Connecticut

     Worcester,  MA., June 8, 2000,  Providence and Worcester  Railroad  Company
(AMEX:  PWX) today  announced the  commencement of building  activities  along a
right-of-way  connecting  its  existing  rail  freight  operations  to Hartford,
Connecticut.  The $1.8 million project involves construction of approximately 12
miles of track.

     The  right-of-way  extends  existing  rail freight  service in  Middletown,
Connecticut through the towns of Portland, Cromwell, Rocky Hill and Wethersfield
to a terminus in Hartford where the line will allow for  connections  with other
freight  railroads.  The extension of the rail right-of-way  will afford P&W the
opportunity to service the Greater Hartford market, particularly in the movement
of forest  products (such as lumber and paper),  metals and food stuffs (such as
grain and corn syrup).

     Construction  of the line is expected to be completed by July 1, 2001. Rail
freight  service on this line will  commence  thereafter.  The  project is being
undertaken pursuant to an agreement with the State of Connecticut  Department of
Transportation and the Company.

     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,  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  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: Deborah E. Sedares
                      (508) 755-4000 (x365)