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: May 27, 2004

                    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 May 27, 2004 the  Registrant  announced to the
          general public that a decision has been rendered in the case of George
          W. O'Leary vs. Providence and Worcester Railroad Company, et al., C.A.
          No. 99-560.  The jury found the Company  liable for  $319,558.95  plus
          interest  accruing on a daily basis at 12%. The Company filed a motion
          for a new  trial or a  judgment  as a matter of law and  although  the
          judge reduced the award to  $319,058.95,  the motion was denied on May
          25, 2004. The Company is considering all options,  including appeal to
          the Rhode Island Supreme Court


          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 May 27, 2004


                                    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: June 1, 2004

                                        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 Jury Verdict

Worcester,  MA, May 28, 2004,  Providence and Worcester  Railroad Company (AMEX:
PWX) announced  today that a decision has been rendered in the case of George W.
O'Leary vs. Providence and Worcester Railroad Company,  et al., C.A. No. 99-560.
The jury found the Company liable for  $319,558.95  plus interest  accruing on a
daily basis at 12%. The Company  filed a motion for a new trial or a judgment as
a matter of law and although  the judge  reduced the award to  $319,058.95,  the
motion was denied on May 25, 2004.

The  lawsuit  stems from an incident in  February  1996 when the  plaintiff  was
arrested for trespassing on the Company's right of way in East Providence, Rhode
Island by a member of the Company's  police force which was deactivated in 2001.
The  plaintiff  filed suit in 1999,  alleging  various  civil rights  violations
arising  from the  incident,  including  unlawful  arrest,  false  imprisonment,
malicious  prosecution,  battery,  assault,  and  violation  of the  Fourth  and
Fourteenth  Amendments.  The jury's award included $500 for medical bills (which
was set aside as a result of the  Company's  post-trial  motion) and $10,000 for
plaintiff's  legal  expenses.  The  remainder  of the  award  was for  pain  and
suffering, embarrassment, violation of rights and punitive damages.

The Company is  considering  all options,  including  appeal to the Rhode Island
Supreme Court.

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 bonded intermodal yards in Worcester, MA, primarily for the
movement  of  container  traffic  from the Far East  destined  for points in New
England.

<PAGE>




--------------------- 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": "04841528"}, "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: May 27, 2004

                    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 May 27, 2004 the  Registrant  announced to the
          general public that a decision has been rendered in the case of George
          W. O'Leary vs. Providence and Worcester Railroad Company, et al., C.A.
          No. 99-560.  The jury found the Company  liable for  $319,558.95  plus
          interest  accruing on a daily basis at 12%. The Company filed a motion
          for a new  trial or a  judgment  as a matter of law and  although  the
          judge reduced the award to  $319,058.95,  the motion was denied on May
          25, 2004. The Company is considering all options,  including appeal to
          the Rhode Island Supreme Court

          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 May 27, 2004

                                    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: June 1, 2004

                                        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 Jury Verdict

Worcester,  MA, May 28, 2004,  Providence and Worcester  Railroad Company (AMEX:
PWX) announced  today that a decision has been rendered in the case of George W.
O'Leary vs. Providence and Worcester Railroad Company,  et al., C.A. No. 99-560.
The jury found the Company liable for  $319,558.95  plus interest  accruing on a
daily basis at 12%. The Company  filed a motion for a new trial or a judgment as
a matter of law and although  the judge  reduced the award to  $319,058.95,  the
motion was denied on May 25, 2004.

The  lawsuit  stems from an incident in  February  1996 when the  plaintiff  was
arrested for trespassing on the Company's right of way in East Providence, Rhode
Island by a member of the Company's  police force which was deactivated in 2001.
The  plaintiff  filed suit in 1999,  alleging  various  civil rights  violations
arising  from the  incident,  including  unlawful  arrest,  false  imprisonment,
malicious  prosecution,  battery,  assault,  and  violation  of the  Fourth  and
Fourteenth  Amendments.  The jury's award included $500 for medical bills (which
was set aside as a result of the  Company's  post-trial  motion) and $10,000 for
plaintiff's  legal  expenses.  The  remainder  of the  award  was for  pain  and
suffering, embarrassment, violation of rights and punitive damages.

The Company is  considering  all options,  including  appeal to the Rhode Island
Supreme Court.

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 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:  Mary A. Tanona
                        (508) 755-4000 (x365)