Registration Statement No. 333-______


                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM S-8

                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933
                           --------------------------

                    PROVIDENCE AND WORCESTER RAILROAD COMPANY
             (Exact Name of Registrant as Specified in its Charter)

               Rhode Island                              05-03444399
        (State or other jurisdiction of        (IRS Employer Identification No.)
        incorporation or organization

                     75 Hammond Street, Worcester, MA 01610
                          (Address, including zip code
                         of Principal Executive Offices)

        Providence and Worcester Railroad Company Anniversary Stock Plan
                            (Full Title of the Plan)

                     Heidi J. Eddins, Esq., Vice President,
                          Secretary and General Counsel
                        Providence and Worcester Railroad
                                75 Hammond Street
                               Worcester, MA 01610
                                 (508) 755-4000
            (Name, Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent for Service)

                                   Copies to:
                            Margaret D. Farrell, Esq.
                            Hinckley, Allen & Snyder
                                1500 Fleet Center
                              Providence, RI 02903
                                 (401) 274-2000


     If any of the securities being registered on this Form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the  Securities  Act,
check the following box. [X]
                               __________________

                         CALCULATION OF REGISTRATION FEE

_______________________________________________________________________________
Title of Each                    Proposed        Proposed    
Class of                         Maximum         Maximum          Amount of
Securities to Be  Amount to be   Offering Price  Aggregate        Registration
Registered        Registered     Per Share (1)   Offering Price   Fee
_______________________________________________________________________________
_______________________________________________________________________________
Common Stock, 
par value $.50
per share....     5,000          $10.96875       $54,843.75       $16.18
_______________________________________________________________________________

(1)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
pursuant to Rule  457(h)  based on the average of the high and low prices of the
Registrant's Common Stock, $11.125 and $10.8125,  respectively,  reported by The
American Stock Exchange on October 19, 1998.

<PAGE>



                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents,  which have been filed by Providence and Worcester
Railroad  Company,  a Rhode  Island  corporation  (the  "Registrant")  with  the
Securities and Exchange  Commission  (the  "Commission"),  are  incorporated  by
reference herein and shall be deemed to be a part hereof:

     (a)  The Registrant's  latest prospectus filed with the Commission pursuant
          to Rule 424(b)(4) on October 6, 1998 (Registration No. 333-62229);

     (b)  Quarterly  Reports on Form 10-Q for the  quarters  ended  March 31 and
          June 30, 1998; and

     (c)  The   description  of  Common  Stock  included  in  the   Registrant's
          Registration  Statement on Form S-1 (Registration No. 333-62229) filed
          with the Commission on August 25, 1998.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be  incorporated  herein by reference  and shall be deemed a part hereof from
the date of filing of such documents.

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6. Indemnification of Directors and Officers.

     Article SIXTH of the  Registrant's  Charter  provides that a director shall
not be liable to the Registrant or its shareholders for breach of fiduciary duty
as a director,  other than  liability for (a) breach of the  director's  duty of
loyalty to the Registrant or its shareholders, (b) acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law, (c)
unlawful payment of a dividend or unlawful stock purchase or redemption,  or (d)
any transaction from which the director derived an improper personal benefit.

     Section  4.1  of the  Rhode  Island  Business  Corporation  Act  authorizes
indemnification of directors and officers of Rhode Island corporations.  Article
XI of the Registrant's  By-laws (i) authorizes the  indemnification of directors
and officers (the  "Indemnified  Person") under specified  circumstances  to the
fullest extent authorized,  (ii) provides for the advancement of expenses to the
Indemnified  Persons for  defending  any  proceedings  related to the  specified
circumstances  and (iii) gives the  Indemnified  Persons the right to bring suit
against the Registrant to enforce the foregoing  rights to  indemnification  and
advancement of expenses.

Item 7.  Exemption From Registration Claimed.

     Not applicable.

Item 8. Exhibits.

     The Index to Exhibits to this Registration Statement is incorporated herein
by reference.

Item 9. Undertakings.

     (a) The undersigned Registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
made, a post-effective amendment to this Registration Statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
               Securities Act;

               (ii) To reflect  in the  prospectus  any facts or events  arising
               after the effective date of this  Registration  Statement (or the
               most recent post-effective amendment thereof) which, individually
               or in  the  aggregate,  represent  a  fundamental  change  in the
               information set forth in this Registration Statement (or the most
               recent post-effective amendment thereof);

               (iii) To include any  material  information  with  respect to the
               plan of  distribution  not  previously  disclosed or any material
               change to such information;

          Provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not
     apply  if the  information  required  to be  included  in a  post-effective
     amendment by those paragraphs is contained in periodic reports filed by the
     Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that
     are incorporated by reference in this Registration Statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

     (b) Registrant  hereby  undertakes  that,  for purposes of determining  any
liability  under the  Securities  Act of 1933,  each filing of the  Registrant's
annual report pursuant to Section 13(a) or 15(d) of the Securities  Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the Registration  Statement shall be deemed to be a
new Registration  Statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Worcester,  Commonwealth of Massachusetts, on October
21, 1998.

                                       Providence and Worcester Railroad Company

                                       By: /s/ Robert H. Eder
                                           ____________________________________
                                           Robert H. Eder
                                           Chief Executive Officer


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that the undersigned do hereby  constitute
and appoint Robert H. Eder,  Orville R. Harrold and Heidi J. Eddins, and each of
them, with full power of  substitution  and full power to act without the other,
as his true and lawful  attorney-in-fact and agent to act in his name, place and
stead and to execute in the name and on behalf of the undersigned,  individually
and in each  capacity  stated  below,  a  Registration  Statement on Form S-8 of
Providence  and Worcester  Railroad  Company with respect to 5,000 shares of the
Registrant's  Common Stock  issuable  pursuant to the  Providence  and Worcester
Railroad Company  Anniversary Stock Plan, and any and all amendments  (including
post-effective  amendments) thereto, and to file the same, with exhibits thereto
and other  documents in connection  therewith,  with the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorneys-in-fact,  or
their substitute or substitutes, may do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on October 21, 1998.

Signature                                            Title

/s/ Robert H. Eder
___________________________          Chief Executive Officer and Chairman
Robert H. Eder                             (Principal Executive Officer)

                     
/s/ Orville R. Harrold
___________________________      President, Chief Operating Officer and Director
Orville R. Harrold

/s/ Robert J. Easton
___________________________       Treasurer, Controller and Director (Principal
Robert J. Easton                        Financial Officer and Controller)



<PAGE>



___________________________                        Director
Frank W. Barrett

/s/ Philip D. Brown
___________________________                        Director
Philip D. Brown

/s/ John P. Burnham
___________________________                        Director
John P. Burnham


___________________________                        Director
John H. Cronin

/s/ J. Joseph Garrahy
___________________________                        Director
J. Joseph Garrahy

/s/ John J. Healy
___________________________                        Director
John J. Healy


___________________________                        Director
William J. LeDoux

/s/ Charles M. McCollam, Jr.
___________________________                        Director
Charles M. McCollam, Jr.


<PAGE>


                                  EXHIBIT INDEX

Exhibit
Number                            Description

4.1  Restated Charter (filed as Exhibit 3.1 to Form S-1  Registration  Statement
     No. 333-46433 and by this reference incorporated herein)

4.2  By-laws,  as  amended  (filed  as  Exhibit  4.2 to  Form  S-8  Registration
     Statement No. 333-02975 and by this reference incorporated herein)

4.3  Anniversary Stock Plan of Providence and Worcester Railroad Company

5.1  Opinion of Hinckley, Allen & Snyder

23.1 Consent of Hinckley, Allen & Snyder (included in Exhibit 5.1)

23.2 Consent of Deloitte & Touche LLP

24.1 Power of Attorney (see page 6)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 13893}]
{"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": "S-8", "act": "33", "file-number": "333-65937", "film-number": "98728563"}, "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"}}
Registration Statement No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM S-8

                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933
                           --------------------------

                    PROVIDENCE AND WORCESTER RAILROAD COMPANY
             (Exact Name of Registrant as Specified in its Charter)

               Rhode Island                              05-03444399
        (State or other jurisdiction of        (IRS Employer Identification No.)
        incorporation or organization

                     75 Hammond Street, Worcester, MA 01610
                          (Address, including zip code
                         of Principal Executive Offices)

        Providence and Worcester Railroad Company Anniversary Stock Plan
                            (Full Title of the Plan)

                     Heidi J. Eddins, Esq., Vice President,
                          Secretary and General Counsel
                        Providence and Worcester Railroad
                                75 Hammond Street
                               Worcester, MA 01610
                                 (508) 755-4000
            (Name, Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent for Service)

                                   Copies to:
                            Margaret D. Farrell, Esq.
                            Hinckley, Allen & Snyder
                                1500 Fleet Center
                              Providence, RI 02903
                                 (401) 274-2000

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the  Securities  Act,
check the following box. [X]
                               __________________

                         CALCULATION OF REGISTRATION FEE

_______________________________________________________________________________
Title of Each                    Proposed        Proposed    
Class of                         Maximum         Maximum          Amount of
Securities to Be  Amount to be   Offering Price  Aggregate        Registration
Registered        Registered     Per Share (1)   Offering Price   Fee
_______________________________________________________________________________
_______________________________________________________________________________
Common Stock, 
par value $.50
per share....     5,000          $10.96875       $54,843.75       $16.18
_______________________________________________________________________________

(1)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
pursuant to Rule  457(h)  based on the average of the high and low prices of the
Registrant's Common Stock, $11.125 and $10.8125,  respectively,  reported by The
American Stock Exchange on October 19, 1998.
Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents,  which have been filed by Providence and Worcester
Railroad  Company,  a Rhode  Island  corporation  (the  "Registrant")  with  the
Securities and Exchange  Commission  (the  "Commission"),  are  incorporated  by
reference herein and shall be deemed to be a part hereof:

     (a)  The Registrant's  latest prospectus filed with the Commission pursuant
          to Rule 424(b)(4) on October 6, 1998 (Registration No. 333-62229);

     (b)  Quarterly  Reports on Form 10-Q for the  quarters  ended  March 31 and
          June 30, 1998; and

     (c)  The   description  of  Common  Stock  included  in  the   Registrant's
          Registration  Statement on Form S-1 (Registration No. 333-62229) filed
          with the Commission on August 25, 1998.

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be  incorporated  herein by reference  and shall be deemed a part hereof from
the date of filing of such documents.

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6. Indemnification of Directors and Officers.

     Article SIXTH of the  Registrant's  Charter  provides that a director shall
not be liable to the Registrant or its shareholders for breach of fiduciary duty
as a director,  other than  liability for (a) breach of the  director's  duty of
loyalty to the Registrant or its shareholders, (b) acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law, (c)
unlawful payment of a dividend or unlawful stock purchase or redemption,  or (d)
any transaction from which the director derived an improper personal benefit.

     Section  4.1  of the  Rhode  Island  Business  Corporation  Act  authorizes
indemnification of directors and officers of Rhode Island corporations.  Article
XI of the Registrant's  By-laws (i) authorizes the  indemnification of directors
and officers (the  "Indemnified  Person") under specified  circumstances  to the
fullest extent authorized,  (ii) provides for the advancement of expenses to the
Indemnified  Persons for  defending  any  proceedings  related to the  specified
circumstances  and (iii) gives the  Indemnified  Persons the right to bring suit
against the Registrant to enforce the foregoing  rights to  indemnification  and
advancement of expenses.

Item 7.  Exemption From Registration Claimed.

     Not applicable.

Item 8. Exhibits.

     The Index to Exhibits to this Registration Statement is incorporated herein
by reference.

Item 9. Undertakings.

     (a) The undersigned Registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
made, a post-effective amendment to this Registration Statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
               Securities Act;

               (ii) To reflect  in the  prospectus  any facts or events  arising
               after the effective date of this  Registration  Statement (or the
               most recent post-effective amendment thereof) which, individually
               or in  the  aggregate,  represent  a  fundamental  change  in the
               information set forth in this Registration Statement (or the most
               recent post-effective amendment thereof);

               (iii) To include any  material  information  with  respect to the
               plan of  distribution  not  previously  disclosed or any material
               change to such information;

          Provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not
     apply  if the  information  required  to be  included  in a  post-effective
     amendment by those paragraphs is contained in periodic reports filed by the
     Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that
     are incorporated by reference in this Registration Statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

     (b) Registrant  hereby  undertakes  that,  for purposes of determining  any
liability  under the  Securities  Act of 1933,  each filing of the  Registrant's
annual report pursuant to Section 13(a) or 15(d) of the Securities  Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the Registration  Statement shall be deemed to be a
new Registration  Statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Worcester,  Commonwealth of Massachusetts, on October
21, 1998.

                                       Providence and Worcester Railroad Company

                                       By: /s/ Robert H. Eder
                                           ____________________________________
                                           Robert H. Eder
                                           Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that the undersigned do hereby  constitute
and appoint Robert H. Eder,  Orville R. Harrold and Heidi J. Eddins, and each of
them, with full power of  substitution  and full power to act without the other,
as his true and lawful  attorney-in-fact and agent to act in his name, place and
stead and to execute in the name and on behalf of the undersigned,  individually
and in each  capacity  stated  below,  a  Registration  Statement on Form S-8 of
Providence  and Worcester  Railroad  Company with respect to 5,000 shares of the
Registrant's  Common Stock  issuable  pursuant to the  Providence  and Worcester
Railroad Company  Anniversary Stock Plan, and any and all amendments  (including
post-effective  amendments) thereto, and to file the same, with exhibits thereto
and other  documents in connection  therewith,  with the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorneys-in-fact,  or
their substitute or substitutes, may do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on October 21, 1998.

Signature                                            Title

/s/ Robert H. Eder
___________________________          Chief Executive Officer and Chairman
Robert H. Eder                             (Principal Executive Officer)

                     
/s/ Orville R. Harrold
___________________________      President, Chief Operating Officer and Director
Orville R. Harrold

/s/ Robert J. Easton
___________________________       Treasurer, Controller and Director (Principal
Robert J. Easton                        Financial Officer and Controller)
___________________________                        Director
Frank W. Barrett

/s/ Philip D. Brown
___________________________                        Director
Philip D. Brown

/s/ John P. Burnham
___________________________                        Director
John P. Burnham

___________________________                        Director
John H. Cronin

/s/ J. Joseph Garrahy
___________________________                        Director
J. Joseph Garrahy

/s/ John J. Healy
___________________________                        Director
John J. Healy

___________________________                        Director
William J. LeDoux

/s/ Charles M. McCollam, Jr.
___________________________                        Director
Charles M. McCollam, Jr.
EXHIBIT INDEX

Exhibit
Number                            Description

4.1  Restated Charter (filed as Exhibit 3.1 to Form S-1  Registration  Statement
     No. 333-46433 and by this reference incorporated herein)

4.2  By-laws,  as  amended  (filed  as  Exhibit  4.2 to  Form  S-8  Registration
     Statement No. 333-02975 and by this reference incorporated herein)

4.3  Anniversary Stock Plan of Providence and Worcester Railroad Company

5.1  Opinion of Hinckley, Allen & Snyder

23.1 Consent of Hinckley, Allen & Snyder (included in Exhibit 5.1)

23.2 Consent of Deloitte & Touche LLP

24.1 Power of Attorney (see page 6)