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:                                            December 14, 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
          ------------

     By press release dated December 13, 1999 the Registrant advised the general
     public that it had reached agreement with Bestfoods with respect to payment
     of the Registrant's 10% share in the recovery  obtained  by  Bestfoods from
     its  insurance  carrier  for  remediation  expenses.  This  settlement  has
     resulted in a final payment to the Registrant in the amount of $947,088.

     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 December 13, 1999

                                    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: December 14, 1999
<PAGE>
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











                                            December 13, 1999

            Providence and Worcester Railroad Company

               Announces Settlement with Bestfoods

     Worcester, MA, December 13, 1999, Providence and Worcester Railroad Company
(AMEX: PWX) announced that it has reached agreement with Bestfoods (formerly CPC
International,  Inc.) with respect to payment of PWX's 10% share in the recovery
obtained by Bestfoods from its insurance carrier for remediation expenses. Under
the terms of the agreement, PWX will receive from Bestfoods final payment in the
amount of  $947,088.00.  This payment is in addition to an interim payment of $1
million which  Bestfoods  made to PWX in July 1998. As previously  reported,  in
1995 PWX entered in to a  settlement  agreement  with  Bestfoods  (formerly  CPC
International, Inc.) involving an environmental claim against PWX arising out of
a 1974  rail  car  incident.  Pursuant  to the  Settlement  Agreement,  PWX paid
Bestfoods  $990,000.00 in common stock of PWX and cash. PWX and Bestfoods agreed
that in the event Bestfoods  recovered  proceeds from its insurance  carrier for
the cost of  remediation  of the involved  site, PWX would be entitled to 10% of
Bestfoods net recovery after deduction of litigation expenses. By decision dated
June 1, 1998 the U.S.  Court of Appeals for the First  Circuit  affirmed a lower
courts judgment in favor of Bestfoods.  The insurance  carrier's  appeal of this
judgment was unsuccessful and payment was made to Bestfoods. Final resolution of
the amount to be paid to  Bestfoods  by the  insurance  carrier  with respect to
future  remediation  remained  pending and in June 1999 Bestfoods  insurer filed
suit in the Rhode Island Superior Court against Bestfoods and PWX.  Negotiations
between  Bestfoods  and the  insurance  carrier has  resulted  in a  settlement,
reached in  September  1999,  with  respect to  payment of future  expenses  and
dismissal  of all  pending  litigation  between  Bestfoods,  PWX and the
<PAGE>
insurance  carrier.  PWX's total payment from  Bestfoods  under the terms of the
settlement agreement including both the interim payment and the final payment is
$1,947,088.00.  PWX will  recognize  this final payment as "other income" during
the fourth quarter of 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  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:          Deborah E. Sedares, General Counsel,
(508) 755-4000, ext. 365
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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:                                            December 14, 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
          ------------

     By press release dated December 13, 1999 the Registrant advised the general
     public that it had reached agreement with Bestfoods with respect to payment
     of the Registrant's 10% share in the recovery  obtained  by  Bestfoods from
     its  insurance  carrier  for  remediation  expenses.  This  settlement  has
     resulted in a final payment to the Registrant in the amount of $947,088.

     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 December 13, 1999

                                    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: December 14, 1999
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

                                            December 13, 1999

            Providence and Worcester Railroad Company

               Announces Settlement with Bestfoods

     Worcester, MA, December 13, 1999, Providence and Worcester Railroad Company
(AMEX: PWX) announced that it has reached agreement with Bestfoods (formerly CPC
International,  Inc.) with respect to payment of PWX's 10% share in the recovery
obtained by Bestfoods from its insurance carrier for remediation expenses. Under
the terms of the agreement, PWX will receive from Bestfoods final payment in the
amount of  $947,088.00.  This payment is in addition to an interim payment of $1
million which  Bestfoods  made to PWX in July 1998. As previously  reported,  in
1995 PWX entered in to a  settlement  agreement  with  Bestfoods  (formerly  CPC
International, Inc.) involving an environmental claim against PWX arising out of
a 1974  rail  car  incident.  Pursuant  to the  Settlement  Agreement,  PWX paid
Bestfoods  $990,000.00 in common stock of PWX and cash. PWX and Bestfoods agreed
that in the event Bestfoods  recovered  proceeds from its insurance  carrier for
the cost of  remediation  of the involved  site, PWX would be entitled to 10% of
Bestfoods net recovery after deduction of litigation expenses. By decision dated
June 1, 1998 the U.S.  Court of Appeals for the First  Circuit  affirmed a lower
courts judgment in favor of Bestfoods.  The insurance  carrier's  appeal of this
judgment was unsuccessful and payment was made to Bestfoods. Final resolution of
the amount to be paid to  Bestfoods  by the  insurance  carrier  with respect to
future  remediation  remained  pending and in June 1999 Bestfoods  insurer filed
suit in the Rhode Island Superior Court against Bestfoods and PWX.  Negotiations
between  Bestfoods  and the  insurance  carrier has  resulted  in a  settlement,
reached in  September  1999,  with  respect to  payment of future  expenses  and
dismissal  of all  pending  litigation  between  Bestfoods,  PWX and the
insurance  carrier.  PWX's total payment from  Bestfoods  under the terms of the
settlement agreement including both the interim payment and the final payment is
$1,947,088.00.  PWX will  recognize  this final payment as "other income" during
the fourth quarter of 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  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:          Deborah E. Sedares, General Counsel,
(508) 755-4000, ext. 365