Registration Statement No - 33 -   _________________

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

               ____________________________________

                            FORM S-8
    Registration Statement Under the Securities Act of 193 3

               ____________________________________

            PROVIDENCE AND WORCESTER RAILROAD COMPANY
       (Exact name of issuer as specified in its charter)

         Rhode Island                     05-0344399
         (State or other jurisdic-         (I.R.S. Employer
         tion of incorporation)             Identification No.)

                        75 Hammond Street
                       Worcester, MA 01610
                          (508)755-4000
         (Address, including zip code, and telephone number,
   including area code, of registrant's principal executive office)

            Providence and Worcester Railroad Companv
                  Employee Stock Purchase Plan
                    (Full Title of the Plan)

                      Heidi J. Eddins, Esq.
            Providence and Worcester Railroad Company
                        75 Hammond Street
                       Worcester, MA 01610
                          (508)755-4000
    (Name, address, including zip code, and telephone number,
      including area code, of agent for service of process)

                            Copy to:
                     Lynne Barry Dolan, Esq.
                    2400 Hospital Trust Plaza
                 Providence, Rhode Island 02903
                          (401)421-3670

  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 of 1933, check the following box.  [  ]

Approximate Date of Commencement of Proposed Sale to Public: From
time to time after the effective date of this Registration
Statement.

                                        Exhibit Index on Page 10
                                 1
<PAGE>
                                
___________________________________________________________________________
                                
                 CALCULATION OF REGISTRATION FEE
___________________________________________________________________________
<TABLE>
<CAPTION>
      Title of
  Each Class of                                 Proposed         Proposed
    Securities        Amount       Maximum       Maximum          Amount of
      to be            to be     Offering Price  Aggregate        Registra-
   Registered       Registered    Per Share(*)   Offering Price   tion Fee


<S>               <C>              <C>          <C>              <C>
 Common Stock
 (par value $.50)  200,000 shs.    $ 7.225      $1,445,000       $ 437.88

</TABLE>
___________________________________________________________________________

  (*) Computed pursuant to Rule 457(h) solely for the purpose of determining
 the registration fee, based on the average of the high and low prices of the
 Corporation's Common Stock as quoted on the National Association of 
 Securities Dealers Automated Quotation  ("NASDAQ") System on February 7, 1997.


                                    2
<PAGE>

  
                             PART II
         
           INFORMATION NOT REQUIRED IN THE PROSPECTUS
                                
Item 3.  Incorporation of Certain Documents by Reference.

    The following documents heretofore filed by the Providence
and Worcester Railroad Company (the "Registrant") with the
Securities and Exchange Commission pursuant to the Securities
Exchange Act of 1934 (the "Exchange Act") are incorporated by
reference in this Registration Statement:

    (a) The Registrant's latest Annual Report filed on Form 1O-K; and

    (b) All other reports filed by the Registrant pursuant to
        Sections 13(a) or 15(d) of the Exchange Act since the end 
        of the fiscal year covered by the financial statements 
        contained in the prospectus referred to in (a) above; and

    (c) The description of the Registrant's common stock contained 
        in the Registrant's registration statement filed under 
        Section 12 of the Exchange Act, including any amendment or
        reports filed for the purpose of updating such description.

    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 to this
Registration Statement which indicates that all of the shares of
common stock offered have been sold or which deregisters all of
such shares then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.  Any
statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute
a part of this Registration Statement.

Item 4.  Description of Securities.

          Not applicable.

Item 5.  Interests of Named Experts and Counsel.

          Not applicable.

                                   3
<PAGE>


Item 6.   Indemnification of Directors and Officers.

    Under the Rhode Island Business Corporation Act, a
corporation has the power to indemnify any person made a party to
any proceeding by reason of the fact that he is or was a director
of the corporation or, while a director of the corporation, is or
was serving at the request of the corporation as a director,
officer, partner, trustee, employee or agent of another
corporation, partnership, joint venture, trust, other enterprise
or employee benefit plan, so long as the person (i) conducted
himself in good faith, (ii)  reasonably believed, in the case of
conduct in his official capacity with the corporation, that his
conduct was in its best interests, and in all other cases that
his conduct was at least not opposed to its best interests, and
(iii) in the case of any criminal proceeding, he had no
reasonable cause to believe that his conduct was unlawful.
Indemnification may be made against judgments, penalties, fines,
settlements, and reasonable expenses actually incurred by the
person in connection with the proceeding, but shall not be made
in respect of any proceeding in which the person shall have been
adjudged to be liable to the corporation.  Notwithstanding the
foregoing, a director shall not be indemnified in respect of any
proceeding charging improper personal benefit to him, whether or
not involving action in his official capacity, in which he shall
have been adjudged to be liable on the basis that personal
benefit was improperly received by him.  Indemnification may not
be made unless authorized in the specific case after a
determination has been made by the Board of Directors or other
specific body that indemnification of the director is permissible
in the circumstances because he has met the standard of conduct
set forth above.

    In general, an officer of a corporation may be indemnified to
the same extent as a director.

    
    In addition to the authority conferred upon the Registrant as
provided above, the charter of the Registrant provides that the
Board of Directors may authorize agreements to be entered into
with each director to provide that the Registrant shall pay, on
behalf of the director with whom the same is entered into,
certain losses or expenses arising from claims made against the
director in his capacity as a director of the Registrant by
reason of any breach of duty, neglect, error, misstatement,
misleading statement, omission or other act wrongfully done or
attempted.  The charter further provides that any agreement so
authorized may provide for the advancement of expenses to a
director prior to the final disposition of any action, suit or
proceeding involving such director and based on the alleged
commission by the director of any such breach of duty or other
act wrongfully done or attempted, subject to an undertaking by
the director to repay the same to the Registrant if the act
involves a claim for which indemnification is not permitted under
the charter and the final disposition of the action results in an
adjudication adverse to the director.

    The Registrant's charter provides that any such agreement may
not provide for the indemnification of a director, or for the
reimbursement of a director, in connection with any claim (A) for
any breach of the director's duty of loyalty to the Registrant or
its stockholders, (B) for acts or omissions not in good faith or
which involve intentional misconduct or knowing
    
    
                                4
<PAGE>    
    
 violation of law, (C) for profits under Section 16(b) of the
Exchange Act, or (D) for improper personal benefit (unless the
transaction is permitted by the Rhode Island Business Corporation
Act).

Item 7.  Exemption from Registration Claimed.

          Not applicable.


Item 8.  Exhibits.

    A list of the exhibits included as part of this Registration
Statement is set forth in the Exhibit Index which immediately
precedes such exhibits and is hereby incorporated by reference
herein.

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 of 1933, as amended (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 thereto; and

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

             provided, however, that paragraphs (i) and (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, 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.



                                  5
<PAGE>



         (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)  The undersigned Registrant hereby undertakes that,
for purposes of determining any liability under the Securities Act, 
each filing of the Registrant's annual report pursuant to Section 
13(a) or Section 15(d) of the Exchange Act that is incorporated by 
reference in this 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)  The undersigned Registrant hereby undertakes to deliver
or cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, a copy of the Registrant's
annual report to shareholders for its last fiscal year, unless
such employee otherwise has received a copy of such report, in
which case the Registrant shall state in the prospectus that it
will promptly furnish, without charge, a copy of such report upon
written request from the employee.

    (d)   Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
provisions described in Item 6, 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 Securities 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 of whether such
indemnification by itself is against public policy as expressed
in the Securities Act and will be governed by the final
adjudication of such issue.



                               6
<PAGE>





                                

                           SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933,
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, on
the 10th day of February, 1997.

                                   PROVIDENCE AND WORCESTER
                                   RAILROAD COMPANY
                                   By:ORVILLE R. HARROLD
                                   Title:  President
                                   
                        POWER OF ATTORNEY

    KNOW ALL MEN BY THESE PRESENTS, that each of the persons
whose signature appears below does 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 others, his true and lawful attorney-in-fact and
agent for him in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-
effective amendments) to the Registration Statement on Form S-8
with respect to 200,000 shares of the Common Stock, $.50 par
value, of Providence and Worcester Railroad Company issued
pursuant to the Providence and Worcester Railroad Company
Employee Stock Purchase Plan and to file the same, with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in
order to effectuate the same as fully, to all intents and
purposes, as they or he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, may lawfully do or cause to be done by
virtue hereof.



                                  7
<PAGE>



                                

    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.


     Signature                  Title                   Date

     ROBERT H. EDER           Chairman of the
     Robert H. Eder           Board and Director     February 10 , 1997


     ORVILLE R. HARROLD       President and
     Orville R. Harrold       Director               February 10 , 1997


     RONALD P. CHRZANOWSKI    Vice President and
     Ronald P. Chrzanowski    Director               February 10 , 1997


     ROBERT J. EASTON         Treasurer, Director,
     Robert J. Easton         Principal Financial
                              Officer and Principal  February 10 , 1997
                              Accounting Officer


     WILLIAM J. LEDOUX        Director               February 10 , 1997
     William J. LeDoux


     JOHN H. CRONIN           Director               February 10 , 1997
     John H. Cronin


     JOHN J. HEALY            Director               February 10 , 1997
     John J. Healy


     J. JOSEPH GARRAHY        Director               February 10 , 1997
     J. Joseph Garrahy


                                   8
<PAGE>



     FRANK W. BARRETT         Director               February 10 , 1997
     Frank W. Barrett



     PHILLIP D. BROWN         Director               February 10 , 1997
     Phillip D. Brown











                                    9
<PAGE>




                                

                                    EXHIBIT INDEX



                                                            SEQUENTIALLY
        EXHIBIT                                               NUMBERED
        NUMBER    EXHIBIT                                       PAGE


         4.1      Amended and Restated
                  Articles of Incorporation of
                  the Registrant (filed as Exhibit 4.1
                  to Form S-8 Registration Statement
                  No. 333-02975        and by this reference
                  incorporated herein)                           N/A


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


         5        Opinion of Lynne Barry Dolan, Esq.              11

         23.1     Consent of Deloitte & Touche LLP                13

         23.2     Consent of Lynne Barry Dolan, Esq.
                  (included in Opinion filed
                  as Exhibit 5).                                 N/A








                                

   
   
   
   
   
   
                                   10
 
<PAGE>






                                                  Exhibit 5



                                        February 10, 1997
   
   
   Providence and Worcester Railroad Company
   75 Hammond Street
   Worcester, MA  01610
   
             RE:  Registration Statement on Form S-8
   
   Members of the Board:
   
     I have acted as counsel to the Providence and Worcester
   Railroad Company, a Rhode Island corporation (the "Company"),
   in connection with the filing by the Company of a
   Registration Statement on Form S-8 (the "Registration
   Statement") with the Securities and Exchange Commission
   related to 200,000 shares of the Company's common stock, $.50
   par value per share (the "Common Stock"), to be issued
   pursuant to the Providence and Worcester Railroad Company
   Employee Stock Purchase Plan (the "Plan").
   
     In connection with this opinion, I have examined the
   Company's Articles of Incorporation as amended, the by-laws
   of the Company, as amended, the Registration Statement,
   corporate  proceedings of the Company relating to the
   issuance of the Common Stock, the Plan and such other
   instruments and documents as I have deemed relevant under the
   circumstances.
   
        In making the aforesaid examination, I have assumed the
   genuineness of all signatures and  the conformity to original
   documents of all copies furnished to me as original or
   photostatic copies.  I have also assumed that the corporate
   records furnished to me by the Company include all corporate
   proceedings regarding the issuance of the Common Stock taken
   by the Company to date.
   
        Based upon and subject to the foregoing, I am of the
   opinion that the Common Stock which may be issued by the
   Company under the Plan has been duly authorized and when
   issued in accordance with the terms of the Plan will be
   validly issued, fully paid and non-assessable.

<PAGE>

   
        I hereby consent to the use of this opinion as herein set
   forth as an exhibit to the Registration Statement.  This
   opinion is rendered to you in connection with the Registration
   Statement, and except as consented to in the preceding
   sentence, may not be relied upon or furnished to any other
   person in any context.  In giving such consent, I do not
   thereby admit that I am within the category of persons whose
   consent is required under Section 7 of the Securities Act of
   1933 or the rules and regulations of the Securities and
   Exchange Commission thereunder.
   
                                 Very truly yours,
                                 Lynn Barry Dolan, Esq.   
   
   

   
   
   <PAGE>
   
                                                  Exhibit 23.1







INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this
Registration Statement of Providence and Worcester Railroad
Company on Form S-8 of our reports dated March 8, 1996,
appearing in and incorporated by reference in the Annual
Report on Form 10-K of Providence and Worcester Railroad
Company for the year ended December 31, 1995.


Deloitte & Touche LLP

Worcester, Massachusetts
February 10, 1997
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 21911}]
{"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": "333-21617", "film-number": "97526025"}, "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 - 33 -   _________________

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

               ____________________________________

                            FORM S-8
    Registration Statement Under the Securities Act of 193 3

               ____________________________________

            PROVIDENCE AND WORCESTER RAILROAD COMPANY
       (Exact name of issuer as specified in its charter)

         Rhode Island                     05-0344399
         (State or other jurisdic-         (I.R.S. Employer
         tion of incorporation)             Identification No.)

                        75 Hammond Street
                       Worcester, MA 01610
                          (508)755-4000
         (Address, including zip code, and telephone number,
   including area code, of registrant's principal executive office)

            Providence and Worcester Railroad Companv
                  Employee Stock Purchase Plan
                    (Full Title of the Plan)

                      Heidi J. Eddins, Esq.
            Providence and Worcester Railroad Company
                        75 Hammond Street
                       Worcester, MA 01610
                          (508)755-4000
    (Name, address, including zip code, and telephone number,
      including area code, of agent for service of process)

                            Copy to:
                     Lynne Barry Dolan, Esq.
                    2400 Hospital Trust Plaza
                 Providence, Rhode Island 02903
                          (401)421-3670

  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 of 1933, check the following box.  [  ]

Approximate Date of Commencement of Proposed Sale to Public: From
time to time after the effective date of this Registration
Statement.

                                        Exhibit Index on Page 10
                                 1
___________________________________________________________________________
                                
                 CALCULATION OF REGISTRATION FEE
___________________________________________________________________________
Title of
  Each Class of                                 Proposed         Proposed
    Securities        Amount       Maximum       Maximum          Amount of
      to be            to be     Offering Price  Aggregate        Registra-
   Registered       Registered    Per Share(*)   Offering Price   tion Fee
Common Stock
 (par value $.50)  200,000 shs.    $ 7.225      $1,445,000       $ 437.88
___________________________________________________________________________

  (*) Computed pursuant to Rule 457(h) solely for the purpose of determining
 the registration fee, based on the average of the high and low prices of the
 Corporation's Common Stock as quoted on the National Association of 
 Securities Dealers Automated Quotation  ("NASDAQ") System on February 7, 1997.

                                    2
PART II
         
           INFORMATION NOT REQUIRED IN THE PROSPECTUS
                                
Item 3.  Incorporation of Certain Documents by Reference.

    The following documents heretofore filed by the Providence
and Worcester Railroad Company (the "Registrant") with the
Securities and Exchange Commission pursuant to the Securities
Exchange Act of 1934 (the "Exchange Act") are incorporated by
reference in this Registration Statement:

    (a) The Registrant's latest Annual Report filed on Form 1O-K; and

    (b) All other reports filed by the Registrant pursuant to
        Sections 13(a) or 15(d) of the Exchange Act since the end 
        of the fiscal year covered by the financial statements 
        contained in the prospectus referred to in (a) above; and

    (c) The description of the Registrant's common stock contained 
        in the Registrant's registration statement filed under 
        Section 12 of the Exchange Act, including any amendment or
        reports filed for the purpose of updating such description.

    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 to this
Registration Statement which indicates that all of the shares of
common stock offered have been sold or which deregisters all of
such shares then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.  Any
statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute
a part of this Registration Statement.

Item 4.  Description of Securities.

          Not applicable.

Item 5.  Interests of Named Experts and Counsel.

          Not applicable.

                                   3
Item 6.   Indemnification of Directors and Officers.

    Under the Rhode Island Business Corporation Act, a
corporation has the power to indemnify any person made a party to
any proceeding by reason of the fact that he is or was a director
of the corporation or, while a director of the corporation, is or
was serving at the request of the corporation as a director,
officer, partner, trustee, employee or agent of another
corporation, partnership, joint venture, trust, other enterprise
or employee benefit plan, so long as the person (i) conducted
himself in good faith, (ii)  reasonably believed, in the case of
conduct in his official capacity with the corporation, that his
conduct was in its best interests, and in all other cases that
his conduct was at least not opposed to its best interests, and
(iii) in the case of any criminal proceeding, he had no
reasonable cause to believe that his conduct was unlawful.
Indemnification may be made against judgments, penalties, fines,
settlements, and reasonable expenses actually incurred by the
person in connection with the proceeding, but shall not be made
in respect of any proceeding in which the person shall have been
adjudged to be liable to the corporation.  Notwithstanding the
foregoing, a director shall not be indemnified in respect of any
proceeding charging improper personal benefit to him, whether or
not involving action in his official capacity, in which he shall
have been adjudged to be liable on the basis that personal
benefit was improperly received by him.  Indemnification may not
be made unless authorized in the specific case after a
determination has been made by the Board of Directors or other
specific body that indemnification of the director is permissible
in the circumstances because he has met the standard of conduct
set forth above.

    In general, an officer of a corporation may be indemnified to
the same extent as a director.

    
    In addition to the authority conferred upon the Registrant as
provided above, the charter of the Registrant provides that the
Board of Directors may authorize agreements to be entered into
with each director to provide that the Registrant shall pay, on
behalf of the director with whom the same is entered into,
certain losses or expenses arising from claims made against the
director in his capacity as a director of the Registrant by
reason of any breach of duty, neglect, error, misstatement,
misleading statement, omission or other act wrongfully done or
attempted.  The charter further provides that any agreement so
authorized may provide for the advancement of expenses to a
director prior to the final disposition of any action, suit or
proceeding involving such director and based on the alleged
commission by the director of any such breach of duty or other
act wrongfully done or attempted, subject to an undertaking by
the director to repay the same to the Registrant if the act
involves a claim for which indemnification is not permitted under
the charter and the final disposition of the action results in an
adjudication adverse to the director.

    The Registrant's charter provides that any such agreement may
not provide for the indemnification of a director, or for the
reimbursement of a director, in connection with any claim (A) for
any breach of the director's duty of loyalty to the Registrant or
its stockholders, (B) for acts or omissions not in good faith or
which involve intentional misconduct or knowing
    
    
                                4
violation of law, (C) for profits under Section 16(b) of the
Exchange Act, or (D) for improper personal benefit (unless the
transaction is permitted by the Rhode Island Business Corporation
Act).

Item 7.  Exemption from Registration Claimed.

          Not applicable.

Item 8.  Exhibits.

    A list of the exhibits included as part of this Registration
Statement is set forth in the Exhibit Index which immediately
precedes such exhibits and is hereby incorporated by reference
herein.

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 of 1933, as amended (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 thereto; and

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

             provided, however, that paragraphs (i) and (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, 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.

                                  5
(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)  The undersigned Registrant hereby undertakes that,
for purposes of determining any liability under the Securities Act, 
each filing of the Registrant's annual report pursuant to Section 
13(a) or Section 15(d) of the Exchange Act that is incorporated by 
reference in this 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)  The undersigned Registrant hereby undertakes to deliver
or cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, a copy of the Registrant's
annual report to shareholders for its last fiscal year, unless
such employee otherwise has received a copy of such report, in
which case the Registrant shall state in the prospectus that it
will promptly furnish, without charge, a copy of such report upon
written request from the employee.

    (d)   Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
provisions described in Item 6, 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 Securities 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 of whether such
indemnification by itself is against public policy as expressed
in the Securities Act and will be governed by the final
adjudication of such issue.

                               6
SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933,
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, on
the 10th day of February, 1997.

                                   PROVIDENCE AND WORCESTER
                                   RAILROAD COMPANY
                                   By:ORVILLE R. HARROLD
                                   Title:  President
                                   
                        POWER OF ATTORNEY

    KNOW ALL MEN BY THESE PRESENTS, that each of the persons
whose signature appears below does 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 others, his true and lawful attorney-in-fact and
agent for him in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-
effective amendments) to the Registration Statement on Form S-8
with respect to 200,000 shares of the Common Stock, $.50 par
value, of Providence and Worcester Railroad Company issued
pursuant to the Providence and Worcester Railroad Company
Employee Stock Purchase Plan and to file the same, with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in
order to effectuate the same as fully, to all intents and
purposes, as they or he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, may lawfully do or cause to be done by
virtue hereof.

                                  7
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.

     Signature                  Title                   Date

     ROBERT H. EDER           Chairman of the
     Robert H. Eder           Board and Director     February 10 , 1997

     ORVILLE R. HARROLD       President and
     Orville R. Harrold       Director               February 10 , 1997

     RONALD P. CHRZANOWSKI    Vice President and
     Ronald P. Chrzanowski    Director               February 10 , 1997

     ROBERT J. EASTON         Treasurer, Director,
     Robert J. Easton         Principal Financial
                              Officer and Principal  February 10 , 1997
                              Accounting Officer

     WILLIAM J. LEDOUX        Director               February 10 , 1997
     William J. LeDoux

     JOHN H. CRONIN           Director               February 10 , 1997
     John H. Cronin

     JOHN J. HEALY            Director               February 10 , 1997
     John J. Healy

     J. JOSEPH GARRAHY        Director               February 10 , 1997
     J. Joseph Garrahy

                                   8
FRANK W. BARRETT         Director               February 10 , 1997
     Frank W. Barrett

     PHILLIP D. BROWN         Director               February 10 , 1997
     Phillip D. Brown

                                    9
EXHIBIT INDEX

                                                            SEQUENTIALLY
        EXHIBIT                                               NUMBERED
        NUMBER    EXHIBIT                                       PAGE

         4.1      Amended and Restated
                  Articles of Incorporation of
                  the Registrant (filed as Exhibit 4.1
                  to Form S-8 Registration Statement
                  No. 333-02975        and by this reference
                  incorporated herein)                           N/A

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

         5        Opinion of Lynne Barry Dolan, Esq.              11

         23.1     Consent of Deloitte & Touche LLP                13

         23.2     Consent of Lynne Barry Dolan, Esq.
                  (included in Opinion filed
                  as Exhibit 5).                                 N/A

                                

   
   
   
   
   
   
                                   10
Exhibit 5

                                        February 10, 1997
   
   
   Providence and Worcester Railroad Company
   75 Hammond Street
   Worcester, MA  01610
   
             RE:  Registration Statement on Form S-8
   
   Members of the Board:
   
     I have acted as counsel to the Providence and Worcester
   Railroad Company, a Rhode Island corporation (the "Company"),
   in connection with the filing by the Company of a
   Registration Statement on Form S-8 (the "Registration
   Statement") with the Securities and Exchange Commission
   related to 200,000 shares of the Company's common stock, $.50
   par value per share (the "Common Stock"), to be issued
   pursuant to the Providence and Worcester Railroad Company
   Employee Stock Purchase Plan (the "Plan").
   
     In connection with this opinion, I have examined the
   Company's Articles of Incorporation as amended, the by-laws
   of the Company, as amended, the Registration Statement,
   corporate  proceedings of the Company relating to the
   issuance of the Common Stock, the Plan and such other
   instruments and documents as I have deemed relevant under the
   circumstances.
   
        In making the aforesaid examination, I have assumed the
   genuineness of all signatures and  the conformity to original
   documents of all copies furnished to me as original or
   photostatic copies.  I have also assumed that the corporate
   records furnished to me by the Company include all corporate
   proceedings regarding the issuance of the Common Stock taken
   by the Company to date.
   
        Based upon and subject to the foregoing, I am of the
   opinion that the Common Stock which may be issued by the
   Company under the Plan has been duly authorized and when
   issued in accordance with the terms of the Plan will be
   validly issued, fully paid and non-assessable.
I hereby consent to the use of this opinion as herein set
   forth as an exhibit to the Registration Statement.  This
   opinion is rendered to you in connection with the Registration
   Statement, and except as consented to in the preceding
   sentence, may not be relied upon or furnished to any other
   person in any context.  In giving such consent, I do not
   thereby admit that I am within the category of persons whose
   consent is required under Section 7 of the Securities Act of
   1933 or the rules and regulations of the Securities and
   Exchange Commission thereunder.
   
                                 Very truly yours,
                                 Lynn Barry Dolan, Esq.
Exhibit 23.1

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this
Registration Statement of Providence and Worcester Railroad
Company on Form S-8 of our reports dated March 8, 1996,
appearing in and incorporated by reference in the Annual
Report on Form 10-K of Providence and Worcester Railroad
Company for the year ended December 31, 1995.

Deloitte & Touche LLP

Worcester, Massachusetts
February 10, 1997