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 Non-Qualified Stock Option 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          Amount of
Class of              Amount to be  Maximum      Maximum           Registration
Securities to Be      Registered    Offering     Aggregate         Fee
Registered                          Price Per    Offering
                                    Share (2)    Price
______________________________________________________________________________
Common Stock, par
value $.50 per
share.............    108,895(1)    $10.96875     $1,194,442.03    $352.60
_______________________________________________________________________________

(1)  Represents    additional   shares  of  Common  Stock   issuable  under  the
Non-qualified Stock Option Plan. The Registrant filed Registration Statements on
Form S-8 on  February  7, 1989  (Registration  No.  33-26944)  and May 19,  1996
(Registration No. 333-02975) registering 50,000 and 52,257 shares, respectively,
of Common Stock issuable under the Non-qualified Stock Option Plan.

(2)  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>



                      REGISTRATION OF ADDITIONAL SECURITIES

     Providence and Worcester  Railroad Company, a Rhode Island corporation (the
"Registrant") has filed Registration  Statements on Form S-8 on February 7, 1989
and May 19, 1996,  registering  50,000 and 52,257 shares,  respectively,  of the
Common Stock  ("Common  Stock") of the Company  reserved for issuance  under its
Non-qualified Stock Option Plan (the "Plan").  The Plan provides that the number
of shares  authorized for issuance under the Plan is the greater of 50,000 or 5%
of the Common Stock outstanding. As a result of the Company's issuance of Common
Stock,  an additional  108,895 shares of Common Stock are available for issuance
pursuant  to  options  granted  under the Plan.  The  contents  of  Registration
Statement on Form S-8 for the Plan (Registration No. 333-02975) are incorporated
herein by reference subject to the following changes and additional  information
required in this  Registration  Statement  that are not contained in the earlier
Registration Statement.

                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following  documents,  which have been filed by 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.



<PAGE>


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 8. Exhibits.

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



<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 an additional 108,895
shares of the Registrant's  Common Stock issuable pursuant to the Providence and
Worcester  Railroad  Company  Non-qualified  Stock Option 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. McCollom, 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  Providence and Worcester Railroad Company  Non-qualified  Stock Option Plan
     (filed as Exhibit 10.3 to Form S-1 Registration  Statement No. 33-46433 and
     by this reference incorporated herein)

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 5)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 11526}]
{"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": "333-65949", "film-number": "98728587"}, "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 Non-Qualified Stock Option 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          Amount of
Class of              Amount to be  Maximum      Maximum           Registration
Securities to Be      Registered    Offering     Aggregate         Fee
Registered                          Price Per    Offering
                                    Share (2)    Price
______________________________________________________________________________
Common Stock, par
value $.50 per
share.............    108,895(1)    $10.96875     $1,194,442.03    $352.60
_______________________________________________________________________________

(1)  Represents    additional   shares  of  Common  Stock   issuable  under  the
Non-qualified Stock Option Plan. The Registrant filed Registration Statements on
Form S-8 on  February  7, 1989  (Registration  No.  33-26944)  and May 19,  1996
(Registration No. 333-02975) registering 50,000 and 52,257 shares, respectively,
of Common Stock issuable under the Non-qualified Stock Option Plan.

(2)  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.
REGISTRATION OF ADDITIONAL SECURITIES

     Providence and Worcester  Railroad Company, a Rhode Island corporation (the
"Registrant") has filed Registration  Statements on Form S-8 on February 7, 1989
and May 19, 1996,  registering  50,000 and 52,257 shares,  respectively,  of the
Common Stock  ("Common  Stock") of the Company  reserved for issuance  under its
Non-qualified Stock Option Plan (the "Plan").  The Plan provides that the number
of shares  authorized for issuance under the Plan is the greater of 50,000 or 5%
of the Common Stock outstanding. As a result of the Company's issuance of Common
Stock,  an additional  108,895 shares of Common Stock are available for issuance
pursuant  to  options  granted  under the Plan.  The  contents  of  Registration
Statement on Form S-8 for the Plan (Registration No. 333-02975) are incorporated
herein by reference subject to the following changes and additional  information
required in this  Registration  Statement  that are not contained in the earlier
Registration Statement.

                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following  documents,  which have been filed by 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 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 8. Exhibits.

     The Index to Exhibits to this Registration Statement is incorporated herein
by reference.
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 an additional 108,895
shares of the Registrant's  Common Stock issuable pursuant to the Providence and
Worcester  Railroad  Company  Non-qualified  Stock Option 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. McCollom, 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  Providence and Worcester Railroad Company  Non-qualified  Stock Option Plan
     (filed as Exhibit 10.3 to Form S-1 Registration  Statement No. 33-46433 and
     by this reference incorporated herein)

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 5)