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: June 1, 2006


                    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 June 1, 2006 the  Registrant  reported to the
          general  public that it has entered into a  confidentiality  agreement
          with  RailAmerica,  Inc with  respect to exploring  possible  business
          opportunities.


          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 June 1, 2006

                                    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, 2006
                                        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
mtanona@pwrr.com


Press Release

                    Providence and Worcester Railroad Company
                         Signs Confidentiality Agreement

Worcester,  MA, June 1, 2006,  Providence and Worcester  Railroad Company (AMEX:
"PWX")  (P&W)  confirmed  today  that  it has  entered  into  a  confidentiality
agreement with  RailAmerica,  Inc. with respect to exploring  possible  business
opportunities.  The  Company  stressed  that there is no  agreement  between the
parties relating to any such business opportunities.

P&W is a regional  freight  railroad  operating in the states of  Massachusetts,
Rhode  Island,  Connecticut  and New York.  P&W  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,
P&W 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)
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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": "06879727"}, "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: June 1, 2006

                    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 June 1, 2006 the  Registrant  reported to the
          general  public that it has entered into a  confidentiality  agreement
          with  RailAmerica,  Inc with  respect to exploring  possible  business
          opportunities.

          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 June 1, 2006

                                    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, 2006
                                        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
mtanona@pwrr.com

Press Release

                    Providence and Worcester Railroad Company
                         Signs Confidentiality Agreement

Worcester,  MA, June 1, 2006,  Providence and Worcester  Railroad Company (AMEX:
"PWX")  (P&W)  confirmed  today  that  it has  entered  into  a  confidentiality
agreement with  RailAmerica,  Inc. with respect to exploring  possible  business
opportunities.  The  Company  stressed  that there is no  agreement  between the
parties relating to any such business opportunities.

P&W is a regional  freight  railroad  operating in the states of  Massachusetts,
Rhode  Island,  Connecticut  and New York.  P&W  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,
P&W 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)