Registration Statement No. 33-____________
                                                                 
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                                
                                
                            FORM S-8
     Registration Statement Under the Securities Act of 1933
                                
                                
            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 Company
                 Non-Qualified Stock Option 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
     
<PAGE>
<TABLE>
             CALCULATION OF REGISTRATION FEE
<CAPTION>                                                       
  Title of       Amount     Proposed   Proposed   Amount of
Each Class of    to be       Maximum    Maximum   Registra-
Securities to  Registered   Offering   Aggregate   tion Fee
be Registered               Price Per  Offering
                            Share(*)     Price
<S>         <C>            <C>        <C>        <C>                                                  
Common Stock                                      
(par value                                        
$.50)         52,257 shs.   $    8.50  $ 444,185  $  153.17

</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  April 25 , 1996.

                               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 10-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
d)rector 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 acclaim 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

                                4
<PAGE>
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 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 thereof); 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  30th  day of  April , 1996.
     
     
                                     PROVIDENCE AND WORCESTER
                                     RAILROAD COMPANY
     
     
                                         Orville R. Harrold
                                     By: Orville R. Harrold
                                        
                                             President
                                     Title:
     
     
                        POWER OF ATTORNEY
                                
     KNOW ALL MEN BY THESE PRESENTS, that each of the persons
whose signatures 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 52,257 shares of the Common Stock, $.50 par
value, of Providence and Worcester Railroad Company issued
pursuant to Providence and Worcester Railroad Company Non-
qualified Stock Option 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,
the 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   April 30, 1996

                                           
Orville R. Harrold    President and        
                      Director             April 30, 1996
Orville R. Harrold

                                           
Carl P. Belke                              
                      Vice President and   April 30, 1996
Carl P. Belke         Director

Ronald P. Chrzanowski                      
                      Vice President and   
Ronald P. Chrzanowski Director             April 30, 1996

Robert J. Easton                           
                      Treasurer and        
Robert J. Easton      Director             April 30, 1996

                                           
Frank W. Barrett                           
                      Director             April 30, 1996
Frank W. Barrett

                                           
Phillip D. Brown                           
                      Director             April 30, 1996
Phillip D. Brown

                                           
John H. Cronin                             
                      Director             April 30, 1996
John H. Cronin

                                           
J. Joseph Garrahy                          
                      Director             April 30, 1996
J. Joseph Garrahy

                                 8
<PAGE>
                                           
John J. Healy                              
                        Director           April 30, 1996
John J. Healy

                                           
William J. LeDoux                          
                        Director           April 30, 1996
William J. LeDoux

                                           
Charles M. McCollam,Jr.                    
                        Director           April 30, 1996
Charles M. McCollam,Jr.

                                  9
<PAGE>     
                         EXHIBIT INDEX
                    
     EXHIBIT        
     NUMBER         EXHIBIT
                                       
               
     4.1       Amended And Restated Articles of Incorporation
               of the Registrant
                                       
               
     4.2       By-laws of the Registrant, as amended
                                       
               
      5        Opinion of Lynne Barry Dolan, Esq.
                                       
               
    23.1       Consent of Deloitte & Touche LLP
                                       
               
    23.2       Consent of Lynne Barry Dolan, Esq.
               (included in Opinion filed as Exhibit 5).
                                       
                                  10
<PAGE>                                
                                                EXHIBIT 4.1

                                                         S834A
                                                      Approved
                                                  May 15, 1969.
                                         JANUARY SESSION, 1969

    	AN ACT to Incorporate the Eastern Securities Corporation.

  It is enacted by the General Assembly as follows:  
Section 1.  
Morris Laird, David Graham, Ernest Malo, Marguerite F. Woods and John 
E. O'Brien, and their associates, successors and assigns, be and they 
hereby are, made a corporation, by the name of Eastern Securities 
Corporation;and they shall be capable to sue and be sued to final 
judgment and execution; plead and be impleaded, defend and be defended 
against in any court, or in any other place whatever; to make, have and 
use a common seal, and the same to breakor alter at pleasure; and shall 
be and are hereby vested with all the powers, privileges and immunities 
which are or may be necessary to carry into effect and objects of this 
act as hereinafter set forth.
 
Sec. 2.  Said corporation is formed for the purpose and shall have the 
power to acquire, hold, vote, sell, transfer or otherwise dispose of, 
and guarantee bonds, securities or evidences of indebtedness created by, 
or the shares, including a majority, of the capital stock of any other 
corporation or corporations, whether engaged in or organized for similar 
or different business or other activities, and to acquire, hold, sell, 
convey, transfer, lease, rent or otherwise dispose of any property, real 
or personal, and to engage in any other lawfully authorized business or 
activity. Said corporation may acquire, hold, sell, transfer or otherwise 
dispose of shares of its own capital stock. 

Sec. 3.  The capital stock of said corporation shall consist of thirty-five 
thousand (35,000) shares having no par value.  Any unissued stock may be 
issued from time to time by the directors for cash, or for personal property,
tangible or intangible, or real estate, and the stock so issued shall be
full-paid and not liable to any further call or assessment. Stockholders 
shall have no preemptive right to subscribe for any subsequently issued
capital stock.

Sec. 4.  The management of the business and affairs
of the corporation shall be vested in a board of directors, 
consisting of nine directors to be elected by the stockholders as 
follows:  the directors shall be divided into three classes of equal 
number and at the first annual meeting of stockholders, directors of 
the first class shall be elected for a term to expire at the first 
annual meeting next after their election, those of the second class 
shall be elected for a term to expire at the second annual meeting 
next after their election, and those of the third class shall be 
elected for a term to expire at the third annual meeting next after 
their election.  At each annual meeting after such classification the 
number of directors equal to the number of the class whose
term expires at the time of such meeting shall be elected to hold 
office until the third succeeding annual meeting.  All directors 
shall serve until their successors are elected and qualified and 
vacancies in the board of directors may be filled by the affirmative
vote of a majority of the remaining directors.  A majority of the 
directors shall constitute a quorum for all purposes.  The directors 
shall elect such officers as are provided by the bylaws, and may also 
elect an executive committee and such other committees as they may 
see fit from their own number, and may delegate to such committee 
such of the powers of the board of directors and such other powers as 
they may deem expedient, and they shall have the power to make and 

<PAGE>

adopt by-laws for the corporation which shall not be inconsistent 
with the provisions of this act.  Until the first annual meting of 
stockholders under this act, Morris Laird, David Graham, Ernest Malo, 
Marguerite F. Woods, John E. O'Brien, Anna Coleman, Irene Redman, 
Roland Bernard and James B. Grant shall be directors of said corporation.

         Sec. 5.  Annual meetings of the stockholders of said
corporation shall be held at the time and place specified in the by-
lays, provided however, that the first annual meeting of stockholders 
shall be held at the call of a majority of the directors for the time 
being, not later than one year after the date of passage of this act.  
Stockholders shall be entitled to receive not less than ten days' 
notice of the time, place and purpose of each meeting of 
stockholders.

         At all meetings of stockholders, annual or special,
and for whatever purpose, each stockholder shall be entitled to one 
vote for every share owned by him, not exceeding fifty shares; and 
one vote for every twenty shares more than fifty owned by him; 
provided, that no stockholder shall be entitled to vote upon more than 
onefourth part of the whole number of outstanding shares, unless as 
proxy for other stockholders, and any stockholder may have a right to 
vote by proxy duly authorized in writing. Provided, however, that the 
corporation shall have the right to create a class or classes of capital 
stock which shall have no voting power.  In each case where for the 
authorization of any corporation action the general laws of this 
state would otherwise require the affirmative vote of the holders of 
a specified portion of the shares of this corporation entitled to 
vote thereon, in lieu thereof, the affirmative vote of the holders of 
shares representing such specified portion of the total voting power 
of the outstanding shares of this corporation shall be required.  

        If, at any time, the directors and stockholders shall 
vote to split the outstanding shares, the voting rights of the 
capital stock shall be adjusted by the directors so as to maintain 
as nearly as may be the relative voting power of each stockholder 
as it was prior to such split.  This corporation shall have the 
power to issue stock in stock splits, stock dividends and 
recapitalizations.  The voting provisions of the capital stock 
provided for in this section shall not be changed except by 
specific amendment of this act by the general assembly, which shall 
have been approved and accepted as an amendment to this act by
two-thirds of the votes of the stockholders as a meeting duly 
called for the purpose.  At all meetings of stockholders one-third 
of the outstanding shares shall constitute a quorum for all 
purposes.  Special meetings of the stockholders may be called by 
the president, the board of directors and the holders of not less 
than fifty per cent of the outstanding shares.

  	SEC. 6.  The provisions of the general laws of this state shall 
be applicable to this corporation, provided however, that in the event of 
inconsistency between the provisions of this act, and the provisions of 
any other acts or parts of acts, public or private, the provisions of this 
act shall prevail.

   SEC. 7.  This act shall take effect upon its passage.

<PAGE>

                                                          H2227A
                                           Approved  May 5, 1972
                                           JANUARY SESSION, 1972

AN ACT in Amendment of and in addition to an Act Entitled "An Act 
to Incorporate the Eastern Securities Corporation".
It is enacted by the General Assembly as follows: Section 1.  
Section 1 of an act entitled "An act to incorporate the eastern 
securities corporation" passed at the January session, A.D. 1969 is 
hereby amended by changing the name of the corporation as therein 
stated from Eastern Securities Corporation to Providence and Worcester 
Railroad Company.

Section 2.  Section 2 of said act is hereby amended to read as follows:

"Sec. 2.  Said corporation is formed for the purpose and shall 
have the power to conduct a general railroad business in the state 
of Rhode Island and in all states of the United States; to survey, 
build, own, lease, acquire, mortgage, operate, and maintain and 
sell or otherwise dispose of a line or lines of railroad for the 
purpose of carrying and transporting freight, passengers, baggage, 
mail and express, and to do a general railroad business for hire 
and for toll; to purchase, construct, own, maintain and operate 
wharves, bridges and trestles, and to lay rails and operate 
railroads thereon; to purchase, construct, own, maintain and 
operate in connection therewith ferries, vessels, ships, steamers, 
barges, docks, slips and landings, and discharging places for 
freight and passenger traffic; to purchase, sell, lease, mortgage, 
hold and operate all classes of real estate; and to purchase, sell, 
mortgage, hold, control and operate easements, franchises, roads 
and rights-of-way; to construct power plants; to construct and 
operate common carrier pipelines for hire and for toll in the state 
of Rhode Island and in all states of the United States; to buy, 
own, build, maintain, lease and sell, mortgage or otherwise dispose 
of plants for the manufacture and repair of engines, motors, cars, 
trucks and rolling stock of all kinds and machinery and mechanical
devices of every kind and nature for the furtherance of the 
purposes herein stated; to do, either as principal or agent and 
either alone or through subsidiaries or in connection with other 
persons, firms, associations or corporations, all and everything 
necessary, suitable, convenient or proper for, or in connection 
with, or incident to, the accomplishment of any one or more of the 
purposes herein enumerated or designed directly or indirectly to 
promote the interests of the corporation or to enhance the value of 
its properties, and in general to engage in any lawful act or 
activity for which corporations may now or hereafter be organized 
under the general laws of Rhode Island."

    Sec. 3.  Section 5 of said act is hereby amended by adding thereto 
at the end thereof the following paragraph. "The corporation shall have 
the right to create a class or classes of capital stock which shall have 
full, limited or no voting power."

    Sec. 4.  Section 6 of said act is hereby amended to read as follows:
"Sec. 6.  The provisions of the general laws of this state (including 
any general act or acts providing for the organization and government 
of corporations, and specifically chapter 1.1 of title 7 of the general 
laws entitled "Rhode Island Business Corporation Act"), as they presently 
exist or as they may hereafter be enacted or amended from time to time, 

<PAGE>

shall be applicable to this corporation, provided, however, that in the 
event of inconsistency between the provisions of this act and the 
provisions of any other acts or parts of acts, public or private, 
the provisions of this act shall prevail."

    Sec. 5.  In addition to and not in limitation of its other powers, 
privileges and franchises, this corporation shall have the power and be 
authorized to merge (as the surviving corporation) with Providence and 
Worcester Company, a Delaware corporation (successor by merger to 
Providence and Worcester Railroad Company chartered by the legislature 
of the state of Rhode Island and the Commonwealth of Massachusetts in 
1844). The merger herein authorized shall be effected in the same manner 
as in the case of the merger of a domestic corporation organized under the 
Business Corporation Act with a foreign corporation, where such 
domestic corporation is to be the surviving corporation.  At such 
time as the merger shall take effect, this corporation shall 
thereafter possess all the rights, privileges, immunities and 
franchises, as well of a public as of a private nature, of each of 
the merging corporations; and all property, real, personal and 
mixed, and all debts due on whatever account, including subscriptions 
to shares, and all other choices in action, and all and every other 
interest of, or belonging to, or due to each of the corporations so merged, 
shall be taken and deemed to be transferred to and vested in this 
corporation without further act of deed; and the title to any real estate, 
or any interest therein, vested in any of such corporations shall not 
revert or be in anyway impaired by reason of such merger; and this 
corporation shall thenceforth be responsible and liable for all the 
liabilities and obligations of each of the corporations so merged; and 
any claim existing or action or proceeding pending by or against either 
of such corporations may be prosecuted as if such merger had not taken 
place; and neither the rights of creditors nor any liens upon the 
property of either of such corporations shall be impaired by such merger." 

    Sec. 6.  This act shall take effect upon its passage,
and all acts or parts of acts inconsistent herewith are hereby 
repealed.

<PAGE>

          	STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS
                   CERTIFICATE OF AMENDMENT TO THE CHARTER OF
		               P&W INDUSTRIES, INC.
	The undersigned, as the Vice President and the Secretary, 
respectively, of P&W Industries, Inc., a Rhode Island corporation, 
organized pursuant to an act entitled "An Act to Incorporate the Eastern 
Securities Corporation", passed at the January Session, A.D. 1969 of the 
Rhode Island General Assembly, as heretofore amended (the "Act"), do hereby 
certify that pursuant to the provisions of Section 5 of the Act, the Board of 
Directors of said corporation on September 24, 1976, by unanimous vote, 
adjusted the voting rights of the capital stock of said corporation by amending
the first sentence of the second paragraph of said Section 5 to read as follows:
       "At all meetings of stockholders, annual or special, and for 
whatever purpose, each stockholder shall be entitled to one vote 
for every share owned by him, not exceeding one thousand shares; 
and twenty votes for every four hundred shares more than one 
thousand owned by him; provided, that no stockholder shall be 
entitled to vote upon more than one-fourth part of the whole number 
of outstanding shares, unless as proxy for other stockholders, and 
any stockholder may have a right to vote by proxy duly authorized in writing."
  
    IN WITNESS WHEREOF, the undersigned have executed this certificate in 
their capacities as Vice President and Secretary, respectively, of P&W 
Industries, Inc., this 24th day of September, 1976.
                				Raymond D. Finizia
                                                Vice President
				                Joseph R. DiStefano Secretary
           	                                STATE OF RHODE ISLAND  
                                                (COUNTY OF PROVIDENCE )

At East Providence in said county on this 24th day
of September, 1976, personally appeared before me Rayomnd D. 
Finizia and Joseph R. DiStefano, who, being by me first duly sworn, 
declared that they are respectively the Vice President and the 
Secretary of P&W Industries, Inc., that they signed the foregoing 
document as Vice President and Secretary, respectively, of the 
corporation, and that the statements therein contained are true.
                                            Marguerite F. Woods
                                            Notary Republic
              	                            My Commission Expires June 30, 1981

<PAGE>

               STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS
                     ARTICLES OF AMENDMENT TO THE CHARTER
                                    OF
                   PROVIDENCE AND WORCESTER RAILROAD COMPANY 
                   (Formerly Eastern Securities Corporation)
Pursuant to the provisions of Section 7-1.1-56 of the
General Laws, 1956, as amended, the undersigned corporation adopts 
the following Articles of Amendment to its Charter:

FIRST: The name of the corporation is Providence and Worcester Railroad Company

SECOND:  The shareholders of the corporation on September 24, 
1976, in the manner prescribed by Chapter 7-1.1 of the General 
Laws, 1956, as amended, adopted the following amendment(s) to the Charter:
[Insert Amendment(s)]
"RESOLVED:  That Section 1 of the act entitled 'An Act to 
Incorporate the Eastern Securities Corporation', passed at the 
January Session, A.D. 1969 of the Rhode Island General Assembly, as 
heretofore amended (the 'Act'), be and it hereby is further amended 
by changing the name of the corporation as therein stated from 
Providence and Worcester Railroad Company to P&W Industries, Inc." 
"RESOLVED:  That the first sentence of Section 3 of the Act be and 
it hereby is amended to read as follows:  'The capital stock of 
said corporation shall consist of seven hundred thousand (700,000) 
shares of common stock having a par value of One Dollar ($1.00) each.'"

THIRD:  The number of shares of the corporation outstanding at 
the time of such adoption was 35; and the number of shares entitled 
to vote thereon was 35. 

FOURTH:  The designation and number of outstanding shares of each 
class entitled to vote thereon as a class were as follows:  
(if inapplicable, insert "none")
    CLASS	                            NUMBER OF SHARES
Common Stock, no par value		           35

FIFTH:  The number of shares voted for such amendment was 35; 
and the number of shares against such amendment was none.

SIXTH:  The number of shares of each class entitled
to vote thereon as a class voted for and against such amendment, 
respectively, was:  (if inapplicable, insert "none")
							                               NUMBER OF SHARES VOTED   
CLASS                                      FOR      AGAINST
Common Stock, no par value                  35       None

SEVENTH:  The manner, if not set forth in such amendment, in 
which any exchange, reclassification, or cancellation of issued 
shares provided for in the amendment shall be effected, is as 
follows:  (If no change, so state)
No change.

<PAGE>

EIGHTH:  The manner in which such amendment effects a change in 
the amount of stated capital, and the amount of stated capital as 
changed by such amendment, are as follows:  (If no change, so state) 
No change.

Dated: September 24, 1976    Providence and Worcester Railroad Company
					BY:   Raymond D. Finizia
    	                                Its:  Vice President AND:
                                              Joseph R. DiStefano
                                        Its:  Secretary
                                           STATE OF RHODE ISLAND
				   	   SC.COUNTY OF PROVIDENCE

At East Providence in said county on this 24th day of
September, 1976, personally appeared before me Raymond D. Finizia, 
who, being by me first duly sworn, declared that he is the Vice 
President of Providence andWorcester Railroad Company, that he 
signed the foregoing document as Vice President of the corporation, 
and that the statements therein contained are true.
                                       Marguerite F. Wood 
                                       Notary Public
                                       My commission expires June 30, 
                                       1981(NOTARIAL SEAL)

<PAGE>

            STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS
                  ARTICLES OF AMENDMENT TO THE CHARTER
                                 OF
                      	  P&W INDUSTRIES, INC.

Pursuant to the provisions of Section 7-1.1-56 of the
General Laws, 1956, as amended, the undersigned corporation adopts 
the following Articles of Amendment to its Charter:

FIRST:  The name of the corporation is P&W Industries,Inc.

SECOND:  The shareholders of the corporation on February 14, 1979, 
in the manner prescribed by Chapter 71.1 of the General Laws, 1956, 
as amended, adopted the following amendment(s) to the Charter:
		[Insert Amendment(s)]

    VOTED:  That Section 1 of the act entitled "An Act
to Incorporate the Eastern Securities Corporation", passed at the 
January Session, A.D. 1969 of the Rhode Island General Assembly, as 
heretofore amended (the "Act"), be and it hereby is further amended 
by changing the name of the corporation as therein stated from P&W 
Industries, Inc. to Providence and Worcester Railroad Company.
There was then presented to the meeting a Supplemental Agreement 
among the corporation, Providence and Worcester Railroad Company, a 
Rhode Island corporation ("Railroad"), all of the stock of which is 
owned by the corporation, and Providence and Worcester Company, a 
Delaware corporation ("P&W"), and an Agreement and Plan of 
Reorganization between P&W and Railroad, which were duly considered 
at said meeting; and, upon motion duly made, seconded and carried, 
it was RESOLVED, that the Supplemental Agreement and the
Agreement and Plan of Reorganization shall be and hereby are 
approved in all respects and that the officers of the corporation 
are hereby authorized to execute the Supplemental Agreement in the 
name of and to deliver on behalf of the corporation said 
Supplemental Agreement with such modifications as the officers 
executing the Supplemental Agreement may approve, their execution 
thereof to be deemed conclusive evidence of such approval and of 
their authority hereunder.

       FURTHER RESOLVED, that the common stock of the
corporation, $1 par value, be issued in accordance with the 
Supplemental Agreement to the holders of the common stock, $100 
par value, of P&W at the ratio of 20 shares of common stock, $1 
par value, of the corporation to be issued in exchange for each 
one share of the common stock, $100 par value, of P&W in 
consideration of the agreements contained in the Supplemental 
Agreement and the assets of P&W to be acquired by Railroad, a 
whollyowned subsidiary of the corporation, via the merger 
contemplated by the Agreement and Plan of Reorganization.
       FURTHER RESOLVED, that the consideration to be
received for the issuance of said stock as aforesaid is hereby 
determined to be greatly in excess of $1 per share for each of the 
shares of the common stock, $1 per value, of the corporation to be 
issued in accordance with the Supplemental Agreement; and, of the 
consideration being received, $1 for each share issued in 
accordance with the Supplemental Agreement shall be and the same 
hereby is allocated to the capital of the corporation, and the 
excess, as determined in accordance with standard accounting 

<PAGE>

practices, shall be and hereby is allocated to the surplus of the 
corporation.

THIRD:  The number of shares of the corporation outstanding at the time 
of such adoption was 700; and the number of shares entitled to vote 
thereon was 700. 

FOURTH:  The designation and number of outstanding shares of each class 
entitled to vote thereon as a class were as follows:  
(if inapplicable, insert "none")
    CLASS	                  		   NUMBER OF SHARES
Common Stock, $1.00 par value			          700

FIFTH:  The number of shares voted for such amendment was 700; and the 
number of shares against such amendment was 0.

SIXTH:  The number of shares of each class entitled to vote thereon as a 
class voted for and against such amendment, respectively, was:  
(if inapplicable, insert "none")
                        	NUMBER OF SHARES VOTED   
CLASS                             FOR	AGAINST
Common Stock, $1.00 par value	  700      0

SEVENTH:  The manner, if not set forth in such amendment, in 
which any exchange, reclassification, or cancellation of issued 
shares provided for in the amendment shall be effected, is as follows:  
(If no change, so state)
No change.

EIGHTH:  The manner in which such amendment effects a change in 
the amount of stated capital, and the amount of stated capital as 
changed by such amendment, are as follows:  
(If no change, so state) No change.
Dated: February 15, 1979    P&W Industries, Inc.
                      			BY:  Raymond D. Finizia
		                        Its:  Vice President
		                        AND:  Joseph R. DiStefano
                      			Its:  Secretary STATE OF RHODE ISLAND
		                           :  SC. COUNTY OF PROVIDENCE    

  At Woonsocket in said county on this 15th day of February, 1979, 
personally appeared before me Raymond D. Finizia who, being by me 
first duly sworn, declared that he is the Vice President of P&W 
Industries, Inc. that he signed the foregoing document as Vice 
President of the corporation, and that the statements therein 
contained are true.
                                        Sandra Soderlund 
                                        Notary Public 
                                        (NOTARIAL SEAL)

             STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS

<PAGE>

                  ARTICLES OF AMENDMENT TO THE CHARTER OF
                 PROVIDENCE AND WORCESTER RAILROAD COMPANY

    Pursuant to the provisions of Section 7-1.1-56 of the
General Laws, 1956, as amended, the undersigned corporation adopts 
the following Articles of Amendment to its Charter:

FIRST: The name of the corporation is Providence and Worcester Railroad Company

SECOND:  The shareholders of the corporation on October 2, 1980, 
in the manner prescribed by Chapter 71.1 of the General Laws, 1956, 
as amended, adopted the following amendment(s) to the Charter:
			[Insert Amendment(s)]

RESOLVED:  That Section 4 of the Charter of the Company, as amended 
to date, be and the same hereby is amended to read as follows:
"SEC. 4.  The management of the business and affairs of the 
Corporation shall be vested in a board of directors. The number of 
directors to constitute the board, the manner of election thereof 
and the terms of the directors, and all other matters relating to 
the board, shall be as provided in the bylaws of the Corporation 
from time to time."

THIRD:  The number of shares of the corporation outstanding at the 
time of such adoption was 700; and the number of shares entitled to 
vote thereon was 700. 

FOURTH:  The designation and number of outstanding share of each class 
entitled to vote thereon as a class were as follows:  
(if inapplicable, insert "none")
	CLASS	                      NUMBER OF SHARES
Common Stock, $1.00 par value	          700 

FIFTH:  The number of shares voted for such amendment was 700; and the 
number of shares voted against such amendment was 0.

SIXTH:  The number of shares of each class entitled to vote thereon as a
class voted for and against such amendment, respectively, was: 
(if inapplicable, insert "none")
  	                             NUMBER OF SHARES VOTED
	CLASS                          FOR	AGAINST
Common Stock, $1.00 par value	       700         0

SEVENTH:  The manner, if not set forth in such amendment, in 
which any exchange, reclassification, or cancellation of issued 
shares provided for in the amendment shall be effected, is as 
follows:  (If no change, so state) No change.

EIGHTH:  The manner in which such amendment effects a change in 
the amount of stated capital, and the amount of stated capital as 
changed by such amendment, are as follows:  
(If no change, so state) No change.

<PAGE>

Dated: November 25, 1980    
Providence and Worcester Railroad Company
            				BY:   Orville R. Harrold
           				Its:  President AND:
			                      Joseph R. DiStefano
			                Its:  Secretary STATE OF RHODE ISLAND
                                           :  SC. COUNTY OF PROVIDENCE    :

  At Woonsocket in said county on this 25th day of November, 1980, 
personally appeared before me Orville R. Harrold and Joseph R. 
DiStefano who, being by me first duly sworn, declared that they 
are the President and Secretary, respectively of Providence and 
Worcester Railroad Company that they signed the foregoing document 
as President and Secretary of the corporation, and that the statements 
therein contained are true.
                                         Marguerite F. Woods 
                                         Notary Public
                                         (NOTARIAL SEAL)


<PAGE>

                                             83-S 349

			Effective May 18, 1983

AN ACT RELATING TO THE EASTERN SECURITIES CORPORATION
It is enacted by the General Assembly as follows: SECTION 1.  

            Section 5 of an act entitled, "An Act
to Incorporate the Eastern Securities Corporation," passed at the 
January session, A.D. 1969, is hereby amended to read as follows:

	"Sec.	5.  Annual meetings of the stockholders of said
corporation shall be held at the time and place specified in the 
by-laws; provided, however, that the first annual meeting of 
stockholders shall be held at the call of a majority of the 
directors for the time being, not later than one (1) year after 
the date of passage of this act.  Stockholders shall be entitled 
to receive not less than ten (10) days notice of the time, place 
and purpose of each meeting of stockholders.

At all meetings of stockholders, annual or special,
and for whatever purpose, each stockholder shall be entitled to one 
(1) vote for every share owned by him, not exceeding one thousand 
(1,000) shares; and twenty (20) votes for every four hundred (400) 
shares more than one thousand (1,000) shares owned by him; 
provided, that no stockholder shall be entitled to vote upon more 
than one-fourth (1/4) part of the whole number of outstanding 
shares, unless as proxy for other stockholders, and any stockholder 
may have a right to vote by proxy duly authorized in writing.  
Provided, however, that the corporation shall have the right to 
create a class or classes of capital stock which shall have no 
voting power.  In each case where for the authorization of any 
corporate action the general laws of this state would otherwise 
require the affirmative vote of the holders of a specified 
portion of the shares of this corporation entitled to vote thereon, 
in lieu thereof, the affirmative vote of the holders of shares 
representing such specified portion of the total voting power of the 
outstanding shares of this corporation shall be required.  If, at any 
time, the directors and stockholders shall vote to split the outstanding 
shares, the voting rights of the capital stock shall be adjusted
by the directors so as to maintain as nearly as may be the relative 
voting power of each stockholder as it was prior to such split.  
This corporation shall have the power to issue stock in stock 
splits, stock dividends and recapitalizations. At all meetings of 
stockholders one-third (1/3) of the outstanding shares shall 
constitute a quorum for all purposes.  Special meetings of the 
stockholders may be called by the president, the board of directors and the 
holders of not less than fifty percent (50%) of the outstanding 
shares.   The corporation shall have the right to create a class or 
classes of capital stock which shall have full, limited or no 
voting power." SECTION 2.  This act shall take effect upon passage.

<PAGE>

           STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS
	          ARTICLES OF AMENDMENT TO THE CHARTER
                              OF
          	PROVIDENCE AND WORCESTER RAILROAD COMPANY

      Pursuant to the provisions of Section 7-1.1-56 of the
General Laws, 1956, as amended, the undersigned corporation adopts 
the following Articles of Amendment to its Charter: 
FIRST: The name of the corporation is Providence and Worcester Railroad Company

SECOND:  The shareholders of the corporation on July 27, 1983, in the 
manner prescribed by Chapter 71.1 of the General Laws, 1956, as amended, 
adopted the following amendment to the Charter:
                     [Insert Amendment]
	The first sentence of the second paragraph of Section 5 of an 
act entitled, "An Act to Incorporate the Eastern Securities 
Corporation," passed at the January session, A.D. 1969, as 
heretofore amended, is hereby further amended to read as follows:
	"At all meetings of stockholders, annual or special, and for 
whatever purpose, each stockholder shall be entitled to one (1) vote 
for every share owned by him, and any stockholder shall have the right 
to vote by proxy duly authorized in writing."

THIRD:  The number of shares of the corporation outstanding 
at the time of such adoption was 700; and the number of shares 
entitled to vote thereon was 700. 

FOURTH:  The designation and number of outstanding share of each 
class entitled to vote thereon as a class were as follows:  
(if inapplicable, insert "none")
	CLASS			   NUMBER OF SHARES
                             	        None

FIFTH:  The number of shares voted for such amendment was 
700; and the number of shares against such amendment was 0.

SIXTH:  The number of shares of each class entitled to vote thereon as a 
class voted for and against such amendment, respectively, was:  
(if inapplicable, insert "none")
      		NUMBER OF SHARES VOTED   
CLASS             FOR     AGAINST
	                   None
SEVENTH:  The manner, if not set forth in such amendment, in 
which any exchange, reclassification, or cancellation of issued 
shares provided for in the amendment shall be effected, is as 
follows:  (If no change, so state)
None.

EIGHTH:  The manner in which such amendment effects
a change in the amount of stated capital, and the amount of 
stated capital as changed by such amendment, are as follows:  
(If no change, so state) None.

<PAGE>

Dated: August 5, 1983	Providence and Worcester Railroad Company
				 BY:   Orville R. Harrold
     		                Its:   President AND: 
                                       Joseph  R. DiStefano
				Its:   Secretary
                                       STATE OF RHODE ISLAND		:
				   :  SC. COUNTY OF PROVIDENCE		:

	At Woonsocket in said county on this 5th day of August, 1983, 
personally appeared before me Orville R. Harrold, who, being by me 
first duly sworn, declared that he is the President of Providence 
and Worcester Railroad Company that he signed the foregoing 
document as President of the corporation, and that the statements 
therein contained are true.
                                Gloria P. Hopkins Notary Public
	                       My commission expires June 30, 1986
                                     (NOTARIAL SEAL)

<PAGE>

          STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS
	          ARTICLES OF AMENDMENT TO THE CHARTER
                               OF
               PROVIDENCE AND WORCESTER RAILROAD COMPANY

 	Pursuant to the provisions of Section 7-1.1-56 of the General 
Laws, 1956, as amended, the undersigned corporation adopts the 
following Articles of Amendment to its Charter:

FIRST:  The name of the corporation is Providence
and Worcester Railroad Company

SECOND:  The shareholders of the corporation on January 25, 1984, 
in the manner prescribed by Chapter 71.1 of the General Laws, 1956, 
as amended, adopted the following amendment(s) to the Charter:
			[INSERT AMENDMENT(S)]
The act entitled "An Act to Incorporate the Eastern Securities 
Corporation, "passed at the January Session, A.D. 1969, of the 
Rhode Island General Assembly, as heretofore amended, is hereby 
amended to read, in its entirety, as follows:
Section 1.  The name of the corporation is Providence and Worcester 
Railroad Company. 
Section 2.  The period of its duration is perpetual.
Section 3.  Said corporation is formed for the purpose and 
shall have the power to conduct a general railroad business in the 
state of Rhode Island and in all states of the United States; to 
survey, build, own, lease, acquire, mortgage, operate, and maintain 
and sell or otherwise dispose of a line or lines of railroad for the 
purpose of carrying and transporting freight, passengers, baggage, 
mail and express, and to do a general railroad business for hire and 
for toll; to purchase, construct, own, maintain and operate wharves, 
bridges and trestles, and to lay rails and operate railroads thereon; to 
purchase, construct, own, maintain and operate in connection 
therewith ferries, vessels, ships, steamers, barges, docks, slips 
and landings, and discharging places for freight and passenger 
traffic; to purchase, sell, lease, mortgage, hold and operate all 
classes of real estate; and to purchase, sell, mortgage, hold, 
control and operate easements, franchises, roads and rights-of-
way; to construct power plants; to construct and operate common 
carrier pipelines for hire and for toll in the state of Rhode 
Island and in all states of the United States; to buy, own, build, 
maintain, lease and sell, mortgage or otherwise dispose of plants 
for the manufacture and repair of engines, motors, cars, trucks 
and rolling stock of all kinds and machinery and mechanical 
devices of every kind and nature for the furtherance of the 
purposes herein stated; to do, either as principal or agent and 
either alone or through subsidiaries or in connection with other 
persons, firms, associations or corporations, all and everything 
necessary, suitable, convenient or proper for, or in connection 
with, or incident to, the accomplishment of any one or more of [6
purposes herein enumerated or designed directly or indirectly to 
promote the interests of the corporation or to enhance the value 
of its properties; and in general to engage in any lawful act or 
activity for which corporations may now or hereafter be organized 
under the general laws of Rhode Island.  In addition to the 
foregoing, the corporation shall have all powers granted to 
business corporations pursuant to Section 71.1-4 of the General 
Laws, 1956, as amended

<PAGE>

Section 4.  The aggregate number of shares which the 
corporation has authority to issue is Seven Hundred Thousand 
(700,000), each share having one dollar ($1.00) par value.
Section 5.  Existing provisions limiting or denying
to shareholders the preemptive right to acquire additional or 
treasury shares of the corporation are: 
Shareholders have no preemptive right to acquire un-
issued or treasury shares of any class or securities convertible 
into shares or carrying a right to subscribe to or acquire shares.
Section 6.  Existing provisions of the charter
for the regulation of the internal affairs of the corporation are:
Pursuant to Section 7-1.1-30.3(2) of the General Laws, 1956, as 
amended, and except for actions pursuant to Sections 7-1.1-67, 7-
1.1-70.1 or 7-1.172 of the General Laws, 1956, as amended, 
whenever the vote of the shareholders at a meeting thereof is 
required or permitted to be taken for and in connection with any 
corporate action, such action may be taken without a meeting by the 
written consent of the shareholders entitled to vote thereon if the 
shareholders who so consent would be entitled to cast at least the 
minimum number of votes which would be required to take such 
action at a meeting at which all shareholders entitled to vote 
thereon are present. Prompt notice of such action shall be given 
to all shareholders who would have been entitled to vote upon the 
action if such meeting were held.
The Board of Directors shall have no power or authority to  amend or 
repeal the corporation's bylaws. 
Section 7.  The provisions of the General Laws of the State of Rhode 
Island (including any general act or acts providing for the organization 
and government of corporations, and specifically chapter 1.1 of title 7 
of the General Laws entitled "Rhode Island Business Corporation Act"), 
as they presently exist or as they may hereafter be enacted or amended 
from time to time, shall be applicable to this corporation, provided, 
however, that in the event of inconsistency between the provisions of 
the act entitled "An Act to Incorporate the Eastern Securities 
Corporation," passed at the January Session, A.D. 1969, of the 
Rhode Island General Assembly, as amended (the "Act"), and the 
provisions of any other acts or parts of acts, public or private, 
the provisions of the Act shall prevail.

THIRD:  The number of shares of the corporation outstanding at the time 
of such adoption was 700; and the number of shares entitled to vote 
thereon was 700. 

FOURTH:  The designation and number of outstanding
share of each class entitled to vote thereon as a class were as 
follows:  (if inapplicable, insert "none") 
CLASS				   NUMBER OF SHARES
                                	None

FIFTH:  The number of shares voted for such amendment was 700; 
and the number of shares against such amendment was 0.

SIXTH:  The number of shares of each class entitled to vote 
thereon as a class voted for and against such amendment, 
respectively, was:  (if inapplicable, insert "none")
	          		NUMBER OF SHARES VOTED
CLASS			          FOR   AGAINST
                                         None

<PAGE>

SEVENTH:  The manner, if not set forth in such amendment, in 
which any exchange, reclassification, or cancellation of issued 
shares provided for in the amendment shall be effected, is as 
follows:  (If no change, so state)
No Change.

EIGHTH:  The manner in which such amendment effects
a change in the amount of stated capital, and the amount of 
stated capital as changed by such amendment, are as follows:  (If 
no change, so state) No change.
Dated: January 25, 1984     Providence and Worcester Railroad Company
                       			BY:  Orville R. Harrold
					Its: President AND:
				             Joseph R. DiStefano
                  			Its: Secretary
                                             STATE OF RHODE ISLAND	
              	                           :  SC.COUNTY OF PROVIDENCE	

	At Woonsocket in said county on this 25th day of January, 1984, 
personally appeared before me Orville R. Harrold, who, being by me 
first duly sworn, declared that he is the President of Providence 
and Worcester Railroad Company that he signed the foregoing 
document as President of the corporation, and that the statements 
therein contained are true.
                                            Edwin G. Torrance 
                                             Notary Public
                                            (NOTARIAL SEAL)

<PAGE>

          STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS
                 ARTICLES OF AMENDMENT TO THE CHARTER
                               OF
               PROVIDENCE AND WORCESTER RAILROAD COMPANY

	Pursuant to the provisions of Section 7-1.1-56 of the General 
Laws, 1956, as amended, the undersigned corporation adopts the 
following Articles of Amendment to its Charter:

FIRST:  The name of the corporation is Providence and Worcester Railroad 
Company

SECOND:  The shareholders of the corporation on October 27, 1987, in the 
manner prescribed by Chapter 71.1 of the General Laws, 1956, as amended, 
adopted the following amendment(s) to the Charter:
                    [INSERT AMENDMENT]
       CHARTER OF PROVIDENCE AND WORCESTER RAILROAD COMPANY 
   The act entitled "An Act to Incorporate the Eastern Securities Corporation,
" passed at the January Session, A.D. 1969, of the Rhode Island General 
Assembly, as heretofore amended, is hereby amended to read, in its entirety, 
as follows:

Section 1.  The name of the corporation is Providence and Worcester 
Railroad Company. 

Section 2.  The period of its duration is perpetual.

Section 3.  Said corporation is formed for the purpose and 
shall have the power to conduct a general railroad business in the 
State of Rhode Island and in all states of the United States; to 
survey, build, own, lease, acquire, mortgage, operate, and 
maintain and sell or otherwise dispose of a line or lines of 
railroad for the purpose of carrying and transporting freight, 
passengers, baggage, mail and express, and to do a general 
railroad business for hire and for toll; to purchase, construct, 
own, maintain and operate wharves, bridges and trestles, and to 
lay rails and operate railroads thereon; to purchase, construct,
own, maintain and operate in connection therewith ferries, 
vessels, ships, steamers, barges, docks, slips and landings, and 
discharging places for freight and passenger traffic; to purchase, 
sell, lease, mortgage, hold and operate all classes of real 
estate; and to purchase, sell, mortgage, hold, control, and 
operate easements, franchises, roads and rights-of-way; to 
construct power plants; to construct and operate common carrier 
pipelines for hire and for toll in the state of Rhode Island and 
in all states of the United States; to buy, own, build, maintain, 
lease and sell, mortgage or otherwise dispose of plants for the 
manufacture and repair of engines, motors, cars, trucks and 
rolling stock of all kinds and machinery and mechanical devices of 
every kind and nature for the furtherance of the purposes herein 
stated; to do, either as principal or agent and either alone or
through subsidiaries or in connection with other persons, firms, 
associations or corporations, all and everything necessary , 
suitable, convenient or proper for, or in connection with, or 
incident to, the accomplishment of any one or more of the purposes 
herein enumerated or designed directly or indirectly to promote 
the interests of the corporation or to enhance the value of its 
properties; and in general to engage in any lawful act or activity 

<PAGE>

for which corporations may now or hereafter be organized under the 
general laws of Rhode Island.  In addition to the foregoing, the 
corporation shall have all powers granted to business corporations 
pursuant to Section 71.1-4 of the General Laws, 1956, as amended

Section 4.  The aggregate number of shares which the 
corporation has authority to issue is 3,104,904 of which 2,069,936 
shares thereof, pursuant to the authority granted to the 
corporation by the last sentence of Section 1 of that certain act 
passed at the January, 1983, Session of the Rhode Island General 
Assembly and entitled "An Act Relating To The Eastern Securities 
Corporation", shall be designated as Common Stock, shall have a 
par value of $.50 each, and shall have the powers and rights, and 
the qualifications, limitations and restrictions thereof, as set 
forth below, and 1,034,968 shares thereof shall be designated as 
Preferred Stock, shall have a par value of $.50 each, and shall 
have the powers, preferences and rights, and the qualifications, 
limitations and restrictions thereof, as set forth below:
	(a)  Voting Rights
	(i)  The holders of the Common Stock shall be entitled to one 
vote for each share thereof held by them in the election of one-
third (1/3) of the board of directors of the corporation proposed 
to be elected at any meeting of shareholders held for that purpose 
(or the nearest larger whole number, if such fraction is not a whole 
number), voting separately as a class, and the holders of the Preferred 
Stock shall be entitled to one vote for each share held by them in the 
election of the balance of the board of directors proposed to be elected 
at any such meeting, voting separately as a class.  The holders of the 
Common Stock and the holders of the Preferred Stock shall be entitled to 
one vote per share, voting as separate classes and not together, upon all 
other matters presented to the shareholders for their approval.

 (ii)  A director may be removed, with or without cause, only by a vote of 
the holders of a majority of the then outstanding shares of the class of 
capital stock of the corporation which elected such director. If, during 
the interval between annual meetings of shareholders for the election of 
directors, the number of directors who have been elected by the holders of 
a class of capital stock of the corporation shall, by reason of resignation, 
death or removal, be reduced, the vacancy or vacancies resulting therefrom 
may be filled by a majority vote of the remaining directors then in office 
and elected by the holders of such class of stock.  Any director elected to 
fill any such vacancy as herein provided shall hold office only until the 
next succeeding meeting of the shareholders called for the election of 
directors, and any director so elected to fill any vacancy may be removed 
from office, with or without cause, only by vote of the holders of a 
majority of the shares of the class of capital stock of the 
corporation which elected such director's predecessor in office.
	(iii)   Pursuant to Section 7-1.1-30.3(2) of the General Laws, 
1956, as amended, and except for actions pursuant to Sections 7-
1.1-67, 7-1.1-70.1 or 7-1.1-72 of the General Laws, 1956, as 
amended, whenever the vote of the shareholders at a meeting 
thereof is required or permitted to be taken for an in connection 
with any corporate action, such action may be taken without a 
meeting by the written consent of the shareholders entitled to 
vote thereon if the shareholders who so consent would be entitled 
to cast at least the minimum number of votes which would be 
required to take such action at a meeting at which all 
shareholders entitled to vote thereon are present. Prompt notice 

<PAGE>

of such action shall be given to all shareholders who would have 
been entitled to vote upon the action if such meeting were held.
	(iv)  The shareholders shall have the sole power and authority 
to amend or repeal the corporation's bylaws, and the board of 
directors shall have no power or authority with respect thereto.
	(b)  Dividend Rights
The holders of the shares of Preferred Stock shall
be entitled to receive cash dividends at the rate of $.05 per 
share per annum, and no more, out of funds at the time legally 
available for payment of dividends, but only when and as declared 
by the board of directors.  Dividends of the Preferred Stock shall 
not cumulate from year to year, but shall in any calendar year be 
paid in the amount specified above prior to the payment of any 
dividend on Common Stock in such calendar year.  Thereafter, the 
holders of the shares of Common Stock shall be entitled to receive 
in such calendar year dividends, out of funds at the time legally 
available for payment of dividends, when and as declared by the board 
of directors; provided, however, that in the case of dividends or other 
distributions payable in stock of the corporation, including distributions 
pursuant to stock split-ups or divisions of stock of the corporation, only 
shares of Common Stock shall be distributed with respect to Common Stock.  
The board of directors may,  in its discretion, but subject to the 
foregoing provisions, declare and pay dividends in respect of 
shares of Preferred Stock without the concurrent or subsequent 
declaration or payment of an equal dividend, or any dividend, in 
respect of the shares of Common stock.
	(c)  Liquidation Rights
   In the event of the liquidation, dissolution or
winding up of the corporation, whether voluntary or involuntary, 
the holders of the Preferred Stock and the holders of the Common 
Stock shall be entitled to share, ratably, share for share, in all 
assets of the corporation remaining after the satisfaction or the 
provision for the satisfaction of all liabilities of the 
corporation, provided, that the right of the shares of Common 
Stock to share in such assets of the corporation shall be subject 
to appropriate and equitable adjustment by the board of directors, 
in its discretion, in the event of any reclassification or change 
in the number of, or any division, combination, stock split, stock 
dividend payable or similar event with respect to the, Common 
Stock.  A reorganization, consolidation or merger of the 
corporation (in whatever manner effected, including the sale or 
transfer of its assets) shall not be regarded as a voluntary 
reorganization, dissolution or winding up of the corporation.
	(d)  Conversion Rights
  (i) Each share of Preferred Stock may at any
time be converted, at the option of the holder thereof, into one 
fully paid and nonassessable share of Common Stock.  The number of 
shares of Common Stock into which each share of Preferred Stock 
may be converted shall be subject to appropriate and equitable 
adjustment by the board of directors, in its discretion, in the 
event of any reclassification or change in the number of, or any 
division, combination, stock split, stock dividend payable or 
similar event with respect to, the Common Stock. Such right may be 
exercised by the surrender of the certificate representing such 
share of Preferred Stock to be so converted at the office of the 
transfer agent for the Common Stock of the corporation (the 
"Transfer Agent") during normal business hours, accompanied by a 
ten notice of the election by the holder thereof to convert, 
together with funds in the amount of any applicable transfer tax 
which is payable as hereinafter provided in subsection (iv), and 
(if so required by the corporation or the Transfer Agent) an 

<PAGE>

instrument of transfer in form satisfactory to the corporation and 
to the Transfer Agent, duly executed by such holder or his or her 
duly authorized attorney.
	(ii)  As promptly as practicable after the
surrender for conversion of a certificate representing a share 
or shares of Preferred Stock in the manner provided in the foregoing 
subsection, and the payment in cash of any amount required by the 
provisions of such subsection, the corporation will deliver or cause 
to be delivered at the office of the Transfer Agent, to or upon the 
written order of the registered holder of the certificate so surrendered, 
certificate(s) representing the number of fully paid and nonassessable 
shares of Common Stock issuable upon such conversion, registered in such 
name(s) as such holder may direct. Such conversion shall be deemed 
to have been made immediately prior to the close of business on 
the date of the surrender of the certificate representing shares 
of Preferred Stock, and all rights of the holder of such shares of 
Preferred Stock as such holder shall terminate at such time, and 
the person(s) in whose name(s) the certificate(s) representing the 
shares of Common Stock are to be issued pursuant to such 
conversion shall be treated for all purposes as having
become at such time the record holder(s) of such shares of Common 
Stock; provided, however, that if a share of Preferred Stock shall 
be converted subsequent to the record date for the payment of a 
dividend or other distribution on shares of Preferred Stock but 
prior to such payment or distribution, the registered holder of 
such share, at the close of business on such record date, shall be 
entitled to receive the dividend or other distribution payable on 
such share in the manner and to the extent that such holder would 
have been entitled to receive such dividend or other distribution 
in the absence of such conversion, and that any such surrender on 
any date when the stock transfer books of the corporation shall be 
closed shall constitute the person(s) in whose name(s) the 
certificate(s) representing shares of Common Stock are to be 
issued as the record holder(s) thereof for all purposes 
immediately prior to the close of business on the next succeeding 
day on which such transfer books are open. 
(iii)  The corporation covenants that it will at all
times reserve and keep available, solely for the purpose of issue 
upon conversion of the outstanding shares of Preferred Stock, such 
number of shares of Common Stock as shall be issuable upon the 
conversion of all such outstanding shares of Preferred Stock, 
provided, that nothing contained herein shall be construed to 
preclude the corporation from satisfying its obligations in 
respect of the conversion of the outstanding shares of Preferred 
Stock by delivery of shares of Common Stock which may at the time 
be held in the treasury of the corporation.  The corporation 
covenants that if any shares of Common Stock required to be 
reserved for purposes of conversion hereunder require registration 
with or approval of any governmental authority under any federal 
or state law before such shares of Common Stock may be issued upon 
conversion, the corporation will use its best efforts to cause 
such shares to be duly registered or approved, as the case may be.  
The corporation will also use its best efforts to list the shares 
of Common Stock required to be delivered upon conversion of 
Preferred Stock prior to such delivery upon each national securities 
exchange on which the outstanding Common Stock is listed at the time 
of such delivery.  The corporation covenants that all shares of Common 
Stock which shall be issued upon conversion of shares of Preferred Stock 
will, upon issue, be fully paid and nonassessable and not subject to any 
preemptive rights.
	(iv)  The issuance of certificates for shares of Common Stock 
upon conversion of shares of Preferred stock as hereinabove 
provided shall be made without charge for any stamps or any 
similar tax with respect to such issuance; provided, that if any 

<PAGE>

such certificate is to be issued in a name other than that of the 
holder(s) of the share(s) of Preferred Stock converted, the 
person(s) requesting the issuance thereof shall pay to the 
corporation the amount of any tax which may be payable in respect 
of any transfer involved in such issuance, or shall establish to 
the satisfaction of the corporation that such tax has been paid.
  (v)  Shares of Preferred Stock converted as provided in the foregoing 
provisions shall be canceled and shall not be reissued.
	 (e)  Redemption by Corporation
  (i)  The corporation may, at any time prior to
December 31, 1990, redeem all or any part of the shares of any 
class of capital stock at the time outstanding at a price equal to 
the par value of the shares so redeemed, together in each case 
with the amount of any declared and unpaid dividends to the 
redemption date. 
  (ii)  Notice of every such redemption shall be
mailed, postage prepaid, to the holders of record of the capital 
stock to be redeemed at their respective addresses then appearing 
on the books of the corporation, not less than thirty (30) days 
nor more than sixty (60) days prior to the date fixed for such 
redemption.  At any time before or after notice has been given as 
above provided, the corporation may deposit the aggregate 
redemption price of the shares of capital stock to be redeemed 
with any bank or trust company  named in such notice and having 
capital and surplus of more than Five Million Dollars 
($5,000,000), with directions that the same be paid to the 
respective holders of the shares of capital stock so to be 
redeemed, on surrender of the stock certificate or certificates 
therefor held by such holders, and after such notice shall have 
been given and such deposit shall have been made, such holders 
shall have no interest in or claim against the corporation or 
other rights with respect to such shares except the right to 
receive the redemption price therefor from such bank or trust 
company without interest, provided, that if shares of Preferred 
Stock shall be noticed for redemption as provided herein, the 
holders of any such shares may, within the period of sixty (60) 
days next following the giving of such notice in the manner 
provided herein, exercise their rights to convert such shares into 
shares of Common Stock in the manner provided in subsection (d), 
above, whereupon the notice of redemption provided for herein 
shall be deemed inapplicable to the shares of Preferred Stock 
which are the subject of any exercises.  The corporation may at 
any time withdraw from such bank or trust company with whom the 
aggregate redemption price may have been deposited as provided herein 
an amount equal to the aggregate redemption price for all shares of 
Preferred Stock which shall, subsequent to the notice of redemption 
provided for herein, have been converted into Common Stock as provided herein.
  (iii)  In case less than all of the outstanding
shares of capital stock of any class are to be redeemed, the 
corporation shall select the shares of such class so to be 
redeemed in such manner as the corporation's board of directors 
may in its sole discretion deem fair and equitable, which may 
include provisions for pro rata selection or selections by lot, 
provided, that at the option of the board of directors shares held 
by the holders in each case of less than one hundred (100) shares 
of the class of capital stock to be redeemed may be redeemed in 
whole, upon selection by lot in such manner as shall be prescribed 
by the board of directors, prior to the selection of additional 
shares to be redeemed.
  (iv)  If the holders of shares of capital stock
which shall have been noticed for redemption as provided herein 
shall not, within ten (10) years after the deposit provided for 
above, claim the amount deposited for the redemption of such 

<PAGE>

shares, the bank or trust company holding such deposit shall, 
upon demand, pay over to the corporation such unclaimed
amounts, together with any interest accrued thereon, and 
thereupon such bank or trust company and the corporation shall be 
relieved of all further responsibility in respect thereof and to 
such holders. 
   (v)	Any shares of Preferred Stock which are
redeemed by the corporation pursuant to the provisions of this 
subsection (e) or are otherwise acquired by the corporation shall 
be canceled and shall not be reissued.  Any shares of Common Stock 
which are redeemed by the corporation pursuant to the provisions 
of this subsection (e) shall assume the status of authorized and 
unissued shares of Common stock.

Section 5.  Except as elsewhere in this charter
specifically provided, shareholders shall have no preemptive right 
to acquire unissued or treasury shares of any class or securities 
convertible into shares or carrying a right to subscribe to or 
acquire shares. 

Section 6.  (a)  A director of the corporation shall
not be personally liable to the corporation or its stockholders 
for monetary damages for breach of the director's duty as a 
director, except for (i) liability for any breach of the 
director's duty of loyalty to the corporation or its stockholders, 
(ii) liability for acts or omissions not in good faith or which 
involve intentional misconduct or a knowing violation of law, 
(iii) liability imposed pursuant to the provisions of Section 43 
of the Rhode Island Business Corporation Act, as amended, (iv) 
liability under Section 16(b) of the Securities Exchange Act of 
1934, as amended (the "Exchange Act"), or (v) liability for any 
transaction from which the director derived an improper personal 
benefit (unless said transaction is permitted by Section 37.1 of 
the Rhode Island Business Corporation Act, as amended).  If the 
Rhode Island Business Corporation Act is amended to authorize 
corporate action further eliminating or limiting the personal 
liability of directors, then the liability of a director of the 
corporation shall be eliminated or limited to the fullest extent 
permitted by the Rhode Island Business Corporation Act, as so 
amended.  Any repeal or modification of the provisions of this 
Section 6 by the corporation shall not adversely affect any right 
or protection of a director of the corporation existing at the 
time of such repeal or modification.

(b)  The board of directors of the corporation
may authorize agreements to be entered into with each director for 
the purpose of indemnifying such director in the manner and to the 
extent permitted by Section 4.1 of the Rhode Island Business
Corporation Act, as amended.

(c)  In addition to the authority conferred upon
the board of directors of the corporation by subsection (b), 
above, the board of directors of the corporation may authorize 
agreements to be entered into with each director for the purpose 
of indemnifying such director in the manner and to the extent 
provided herein:
	(i)  The agreements authorized hereby may provide that the 
corporation shall, subject to the provisions of this section, pay, 
on behalf of a director with whom the same is entered into, any 
Loss or Expenses arising from any claim or claims which are made 
against the director (whether individually or jointly with other 
directors) by reason of any Covered Act of or by the director in 
his or her capacity as a director of the corporation.
        (ii)  For the purpose of this section, when used herein
	(1)  "Loss" means any amount which a director is 
legally obligated to pay for any claim for Covered Acts and shall 

<PAGE>

include, without being limited to, damages, settlements, fines, 
penalties or, with respect to employee benefit plans, excise 
taxes, and expenses incurred in connection with the defense 
against any such claim including, without being limited to, legal, 
accounting or investigative fees and expenses; and
 	(2)  "Expenses" means any expenses incurred in 
connection with the defense against any claim for Covered Acts, 
including, without being limited to, legal, accounting or 
investigative fees and expenses; and
	(3)  "Covered Act" means any breach of duty, 
neglect, error, misstatement, misleading statement, omission or 
other act wrongfully done or attempted by a director so alleged by 
any claimant against the director solely by reason of his or her 
being a director of the corporation.
	(iii)  The agreements may cover Loss or Expenses arising 
from any claims against the estate, heirs or legal representatives 
of a deceased director who was a director at the time the Covered 
Act upon which such claims are based was committed, and the legal 
representatives of a director or officer in the event of the 
director's incompetence, insolvency or bankruptcy.
        (iv)  Any agreement authorized hereby may
provide for the advancement of Expenses to a director prior to the 
final disposition of any action, suit or proceeding, or any appeal 
therefrom, involving such director and based on the alleged commission 
by such director of a Covered Act, subject to an undertaking by or on 
behalf of such director to repay same to the corporation if the Covered Act 
involves a claim for which indemnification is not permitted under 
clause (v), below, and the final disposition of such action, suit, 
proceeding or appeal results in an adjudication adverse to such 
director. 
       (v)  The agreements authorized hereby may not
indemnify a director from and against any Loss, and the 
corporation shall not reimburse for any Expenses, in connection 
with any claim or claims made against a director:  (A) for any 
breach of the director's duty of loyalty to the corporation or its 
stockholders; (B) for acts or omissions not in good faith or which 
involve intentional misconduct or knowing 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 
Section 37.1 of the Rhode Island Business Corporation Act, as amended).
       (vi)  The agreements authorized hereby may
contain such other terms and conditions, consistent with the 
provisions of this section, as the board of directors determines 
to be necessary or desirable. 
Section	7.  The provisions of the General Laws of
the State of Rhode Island (including any general act or acts 
providing for the organization and government of corporations, and 
specifically chapter 1.1 of title 7 of the General Laws entitled 
"Rhode Island Business Corporation Act"), as they presently exist 
or as they may hereafter be enacted or amended from time to time, 
shall be applicable to this corporation, provided, however, that in 
the event of inconsistency between the provisions of the act entitled 
"An Act to Incorporate the Eastern Securities Corporation," passed at 
the January Session, A.D. 1969, of the Rhode Island General Assembly, 
as amended (the "Act"), and the provisions of any other acts or parts 
of acts, public or private, the provisions of the Act shall prevail.

<PAGE>

THIRD:  The number of shares of the corporation outstanding at 
the time of such adoption was 700,000; and the number of shares 
entitled to vote thereon was 700,000

FOURTH:  The designation and number of outstanding share of 
each class entitled to vote thereon as a class were as follows:  
(if inapplicable, insert "none") 
CLASS	                                 NUMBER OF SHARES
Common Stock, $1.00 par value		      700,000

FIFTH:  The number of shares voted for such amendment was 
700,000; and the number of shares against such amendment was 0.

SIXTH:  The number of shares of each class entitled to vote 
thereon as a class voted for and against such amendment, 
respectively, was:  (if inapplicable, insert "none")
				NUMBER OF SHARES VOTED   
CLASS                            FOR	  AGAINST
Common Stock, $1.00 par value	700,000      0

SEVENTH:  The manner, if not set forth in such amendment, in 
which any exchange, reclassification, or cancellation of issued 
shares provided for in the amendment shall be effected, is as 
follows:  (If no change, so state)
No change.

EIGHTH:  The manner in which such amendment effects
a change in the amount of stated capital, and the amount of stated 
capital as changed by such amendment, are as follows:  
(If no change, so state)
No change.

Dated: October 27, 1987    Providence and Worcester Railroad Company
                               	BY:   Orville R. Harrold
	                        Its:  President AND: 
                                      Joseph  R. DiStefano
                                Its:  Secretary
                                      STATE OF RHODE ISLAND
                                   :  SC. COUNTY OF PROVIDENCE	:

	At Providence in said county on this 27th day of October, 1987, 
personally appeared before me Orville R. Harrold, who, being by me 
first duly sworn, declared that he is the President of Providence 
and Worcester Railroad Company that he signed the foregoing document as 
President of the corporation, and that the statements therein contained 
are true.
                                Edwin G. Torrance Notary Public
                                        (NOTARIAL SEAL)

<PAGE>

              STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS
                   ARTICLES OF AMENDMENT TO THE CHARTER OF
                  PROVIDENCE AND WORCESTER RAILROAD COMPANY 

  Pursuant to the provisions of Section 7-1.1-56 of
the General Laws, 1956, as amended, the undersigned corporation 
adopts the following Articles of Amendment to its Charter:

FIRST: The name of the corporation is Providence and Worcester Railroad Company

SECOND:  The shareholders of the corporation on October 28, 1987, in the 
manner prescribed by Chapter 71.1 of the General Laws, 1956, as amended, 
approved the merger of the corporation with P&W Acquisitions, Inc., a 
Rhode Island corporation. Articles of Merger were filed with the Secretary 
of State on December 30, 1987, to be effective at 12:02 AM on January 1, 1988.
	Pursuant to Paragraph 13(c) of Part III of the Master 
Agreement which was filed with the Articles of Merger, the first 
paragraph of Section 4 of the Corporation's charter was deemed to 
be amended as of the effective time of the merger so that the same 
shall, as amended, read as follows:
	"Section	4.  The aggregate number of shares which
the corporation has authority to issue is 3,079,625 of which 
2,069,936 shares thereof, pursuant to the authority granted to the 
corporation by the last sentence of Section 1 of that certain act 
passed at the January, 1983, Session of the Rhode Island General 
Assembly  and entitled "An Act Relating To The Eastern Securities 
Corporation", shall be designated as Common Stock, shall have a 
par value of $.50 each, and shall have the powers and rights, and 
the qualifications, limitations and restrictions thereof, as set 
forth below, and 1,009,689 shares thereof shall be designated as 
Preferred Stock, shall have a par value of $.50 each, and shall 
have the powers, preferences and rights, and the qualifications, 
limitations and restrictions thereof, as set forth below:"
THIRD:  The number of shares of the corporation outstanding at the 
time of such adoption was 2,069,936; and the number of shares 
entitled to vote thereon was 2,069,936

FOURTH:  The designation and number of outstanding share of 
each class entitled to vote thereon as a class were as follows:  
(if in applicable, insert "none") 
CLASS	                               NUMBER OF SHARES
Common Stock, $.50 par value	          1,034,968
Preferred Stock, $.50 par value           1,034,968

FIFTH:  The number of shares voted for such amendment was 
2,069,936; and the number of shares against such amendment was 0.

SIXTH:  The number of shares of each class entitled to vote 
thereon as a class voted for and against such amendment, 
respectively, was:  (if inapplicable, insert "none")
                              				NUMBER OF SHARES VOTED
<PAGE>

	CLASS
                                      FOR	    AGAINST
Common Stock, $.50 par value   	   1,034,968           0
Preferred Stock, $.50 par value	   1,034,968           0

SEVENTH:  The manner, if not set forth in such amendment, in 
which any exchange, reclassification, or cancellation of issued 
shares provided for in the amendment shall be effected, is as 
follows:  (If no change, so state)
Set forth in Paragraph 13 of Part III of the Master Agreement 
referred to in Article SECOND, above.

EIGHTH:  The manner in which such amendment
effects a change in the amount of stated capital, and the amount of 
stated capital as changed by such 
amendment, are as follows:  (If no change, so state) The amendment 
changed the stated capital of the corporation to $1,009,689, such 
amount representing the aggregate par value of all of the issued 
and outstanding capital stock of the corporation.
                                      Dated: January 13, 1988    
               Providence and Worcester Railroad Company
                                  BY:  Orville R. Harrold
                                  Its  President
                                  AND: Heidi J. Eddins
                                  Its  Secretary 
                                COMMONWEALTH OF MASSACHUSETTS	:
			             :  SC.COUNTY OF WORCESTER		

	At Worcester in said county on this 13th day of January, 1988, 
personally appeared before me Orville R. Harrold, who, being by me 
first duly sworn, declared that he is the President of Providence 
and Worcester Railroad Company that he signed the foregoing 
document as President of the corporation, and that the statements 
therein contained are true.
                                         Joyce S. Bentley 
                                         Notary Public
	                                 My commission expires 4/24/92
                                         (NOTARIAL SEAL)

<PAGE>

            STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS
                 ARTICLES OF AMENDMENT TO THE CHARTER OF
                PROVIDENCE AND WORCESTER RAILROAD COMPANY

   Pursuant to the provisions of Section 7-1.1-56 of the
General Laws, 1956, as amended, the undersigned corporation adopts 
the following Articles of Amendment to its Charter:

FIRST: The name of the corporation is Providence and Worcester Railroad Company

SECOND:  The shareholders of the corporation on July 27, 1988, 
in the manner prescribed by Chapter 71.1 of the General Laws, 1956, 
as amended, adopted the following amendment(s) to the Charter:
				[Insert Amendment(s)]
(i) by increasing the aggregate number of shares
which the Company has authority to issue to 3,208,404, of which 
2,173,436 shares shall be Common Stock and 1,034,968 shares shall 
be Preferred Stock, such Common Stock and Preferred stock to have the
par values and the respective powers, preferences and rights and 
the respective qualifications, limitations and restrictions  thereof, 
as otherwise set forth in said Section 4, as amended; and
(ii) by deleting in its entirety subsection (e) thereof.

THIRD:  The number of shares of the corporation outstanding at the 
time of such adoption was 2,019,378; and the number of shares 
entitled to vote thereon was 2,019,378

FOURTH:  The designation and number of outstanding shares of 
each class entitled to vote thereon as a class were as follows:  
(if inapplicable, insert "none")
	CLASS	                        NUMBER OF SHARES
Common Stock, $.50 par value                1,009,689
Preferred Stock, $.50 par value             1,009,689

FIFTH:  The number of shares voted for such amendment was 
1,046,492; and the number of shares against such amendment was 0.

SIXTH:  The number of shares of each class entitled to vote 
thereon as a class voted for and against such amendment, 
respectively, was:  (if inapplicable, insert "none")
				NUMBER OF SHARES VOTED
	CLASS	                               FOR      AGAINST
Common Stock, $.50 par value   	     523,246      0
Preferred Stock, $.50 par value	     523,426      0

SEVENTH:  The manner, if not set forth in such amendment, in 
which any exchange, reclassification, or cancellation of issued 
shares provided for in the amendment shall be effected, is as follows:  
(If no change, so state)
No change.

<PAGE>

EIGHTH:  The manner in which such amendment effects
a change in the amount of stated capital, and the amount of 
stated capital as changed by such amendment, are as follows:  
(If no change, so state) 
No change.

Dated: July 27, 1988	Providence and Worcester Railroad Company
                            	   	BY:  Orville R. Harrold
	                                Its  President
	                                AND: Heidi J. Eddins
                                 Its  Secretary 
                                      COMMONWEALTH OF MASSACHUSETTS	:
	               	 	                 :  SC.COUNTY OF WORCESTER	

	At Boston in said county on this 27th day of July, 1988, 
personally appeared before me Orville R. Harrold, who, being by me 
first duly sworn, declared that he is the President of Providence 
and Worcester Railroad Company that he signed the foregoing 
document as President of the corporation, and that the statements 
therein contained are true.
                                        Susan M. L. Young 
                                        Notary Public
                                      		My commission expires 3/4/1994
                                        (NOTARIAL SEAL)

<PAGE>

            STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS
                ARTICLES OF AMENDMENT TO THE CHARTER OF
               PROVIDENCE AND WORCESTER RAILROAD COMPANY 

  Pursuant to the provisions of Section 7-1.1-56 of
the General Laws, 1956, as amended, the undersigned corporation 
adopts the following Articles of Amendment to its Charter:
FIRST: The name of the corporation is Providence and Worcester Railroad Company

SECOND:  The shareholders of the corporation on April 28, 1993, 
in the manner prescribed by Chapter 71.1 of the General Laws, 
1956, as amended, adopted the following amendment(s) to the 
Charter:
			[Insert Amendment(s)]
Section 4 of the Charter of the Company be amended by adding a new 
paragraph at the end thereof, reading as follows:
"The Board of Directors may, at any time and from time to time, 
authorize the execution by the chairman or the president and the 
secretary or any assistant secretary of the Company and the filing 
with the Rhode Island Secretary of State of articles of amendment 
of the charter of the Company evidencing an increase in the 
authorized shares of Common Stock of the Company over and above 
the number of such shares authorized as provided above, provided, 
that no such articles of amendment shall provide for authorized 
shares of Common Stock in excess of a total of 30,000,000 shares.  
Until such articles of amendments are executed and filed as herein 
provided, the number of shares of Common Stock of the Company 
authorized by the Charter shall be deemed to be limited to the 
number specified in the latest amendment relating thereto filed 
with the Rhode Island Secretary of State."

THIRD:  The number of shares of the corporation outstanding at the 
time of such adoption was 2,024,217; and the number of shares 
entitled to vote thereon was 2,024,217.

FOURTH:  The designation and number of outstanding share of 
each class entitled to vote thereon as a class were as follows:  
(if in applicable, insert "none")
        CLASS                           NUMBER OF SHARES
        Common                             1,378,019
        Preferred                            646,198

FIFTH:  The number of shares voted for such amendment was 
1,585,464; and the number of shares against such amendment was 90,272.

SIXTH:  The number of shares of each class entitled to vote 
thereon as a class voted for and against such amendment, 
respectively, was:  (if inapplicable, insert "none")
                                      NUMBER OF SHARES VOTED
CLASS                                     FOR       AGAINST
Common			               1,054,416     86,863

<PAGE>

Preferred                                531,048      3,409

SEVENTH:  The manner, if not set forth in such amendment, in 
which any exchange, reclassification, or cancellation of issued 
shares provided for in the amendment shall be effected, is as 
follows:  (If no change, so state)
No change.

EIGHTH:  The manner in which such amendment effects a change
 in the amount of stated capital, and the amount of stated 
capital as changed by such amendment, are as follows:  
(If no change, so state) No change.

Dated: May 19, 1993    Providence and Worcester Railroad Company
                                        BY:  Orville R. Harrold
  	                               Its:  President AND:
                                             Heidi J. Eddins
                                       Its:  Secretary 
                                             STATE OF MASSACHUSETTS 
                                          :  SC. COUNTY OF WORCESTER  

At Worcester, MA in said county on this 19th day
of May, 1993, personally appeared before me Orville R. Harrold, 
who, being by me first duly sworn, declared that he is the 
President of Providence and Worcester Railroad Company that he 
signed the foregoing document as President of the corporation, and 
that the statements therein contained are true.
                                      Joyce S. Brown 
                                      Notary Public
                                      My commission expires 4/1/1999
                                      (NOTARIAL SEAL)

           	STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS
                    OFFICE OF THE SECRETARY OF STATE 
                        CERTIFICATE OF AMENDMENT

  TO ARTICLES OF INCORPORATION OF PROVIDENCE AND WORCESTER RAILROAD COMPANY
I, Jane Berthiaume, Acting Deputy Secretary of State, hereby 
certify that duplicate originals of Articles of Amendment to the Articles of
Incorporation of Providence and Worcester Railroad Company duly signed and 
verified pursuant to the provisions of Chapter 7-1.1 of the General Laws, 
1956, as amended, have been received in this office and are found 
to conform to law and that the foregoing if a duplicate original 
of the Articles of Amendment.
             Witness my hand and the seal of the State of Rhode Island 
                         this 21st day of May 1993.
                                             Jane Berthiaume
       	                                     Acting Deputy    
                                             Secretary of State

<PAGE>

               STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS
                   ARTICLES OF AMENDMENT TO THE CHARTER OF
       	          PROVIDENCE AND WORCESTER RAILROAD COMPANY 
  Pursuant to the provisions of Section 7-1.1-56 of
the General Laws, 1956, as amended, the undersigned corporation 
adopts the following Articles of Amendment to its Charter:

FIRST: The name of the corporation is Providence and Worcester Railroad Company

SECOND:  The shareholders of the corporation on April 28, 1993, 
in the manner prescribed by Chapter 71.1 of the General Laws, 
1956, as amended, adopted the following amendment(s) to the Charter:
			[Insert Amendment(s)]
Section 4 of the charter of the Company be amended by adding a new 
paragraph at the end thereof, reading as follows:
"The Board of Directors may, at any time and from time to time, 
authorize the execution by the chairman or the president and the 
secretary or any assistant secretary of the Company and the filing 
with the Rhode Island Secretary of State of articles of amendment 
of the charter of the Company evidencing an increase in the 
authorized shares of Common Stock of the Company over and above 
the number of such shares authorized as provided above, provided, 
that no such articles of amendment shall provide for authorized 
shares of Common Stock in excess of a total of 30,000,000 shares.  
Until such articles of amendments are executed and filed as herein 
provided, the number of shares of Common stock of the Company 
authorized by the charter shall be deemed to be limited to the number 
specified in the latest amendment relating thereto filed with the 
Rhode Island Secretary of State."
On April 28, 1993, the Board of Directors of the Company, 
pursuant to the authority granted to such Board under said 
Section 4 of the charter of the Company, as amended as provided 
above, authorized the execution and filing of a further amendment 
of Section 4 of the Company's charter, increasing the number of 
shares of Common Stock which the Company has authority to issue to by 
100,000 shares, to 2,273,436 shares.

THIRD:  The number of shares of the corporation outstanding at the 
time of such adoption was 2,024,217; and the number of shares 
entitled to vote thereon was 2,024,217

FOURTH:  The designation and number of outstanding shares of 
each class entitled to vote thereon as a class were as follows:  
(if in applicable, insert "none")
CLASS			   NUMBER OF SHARES
Common			     1,378,019
Preferred  		       646,198

FIFTH:  The number of shares voted for such amendment was 
1,585,464; and the number of shares against such amendment was 90,272.

<PAGE>

SIXTH:  The number of shares of each class entitled to vote 
thereon as a class voted for and against such amendment, 
respectively, was:  (if inapplicable, insert "none")
				NUMBER OF SHARES VOTED
CLASS				     FOR       AGAINST
Common				  1,054,416   86,863
Preferred		            531,048    3,409

SEVENTH:  The manner, if not set forth in such amendment, in 
which any exchange, reclassification, or cancellation of issued 
shares provided for in the amendment shall be effected, is as 
follows:  (If no change, so state)
No Change.

EIGHTH:  The manner in which such amendment effects
a change in the amount of stated capital, and the amount of stated 
capital as changed by such amendment, are as follows:  
(If no change, so state)
No change.

Dated: June 4, 1993	Providence and Worcester Railroad Company
                               	BY:   Orville R. Harrold
                              	Its:  President AND:
                                      Heidi J. Eddins
                          	    Its:  Secretary 
                                      COMMONWEALTH OF MASSACHUSETTS	
                            				   :  SC.COUNTY OF WORCESTER	

  At Worcester, MA in said county on this 4th day of
June, 1993, personally appeared before me Orville R. Harrold, who, 
being by me first duly sworn, declared that he is the President of 
Providence and Worcester Railroad Company that he signed the 
foregoing document as President of the corporation, and that the 
statements therein contained are true.
                                         Joyce S. Brown 
                                         Notary Public
                                	 My commission expires 4/1/1999
                                         (NOTARIAL SEAL)
<PAGE>


              STATE OF RHODE ISLAND AND PROVIDENCEPLANTATIONS
               	ARTICLES OF AMENDMENT TO THE CHARTER OF
      	        PROVIDENCE AND WORCESTER RAILROAD COMPANY
 
  Pursuant to the provisions of Section 7-1.1-56 of
the General Laws, 1956, as amended, the undersigned corporation 
adopts the following Articles of Amendment to its Articles of 
Incorporation:
FIRST: The name of the corporation is Providence and Worcester Railroad Company

SECOND:  The shareholders of the corporation on June 25, 1994, 
in the manner prescribed by Chapter 71.1 of the General Laws, 
1956, as amended, adopted the following amendment(s) to the Charter:
See amendments to Section 4 of the Articles of Incorporation 
attached hereto as Exhibit A, such amendments shall be effective 
on July 6, 1994.

THIRD:  The number of shares of the corporation outstanding at the 
time of such adoption was 2,074,729; and the number of shares 
entitled to vote thereon was 2,074,729

FOURTH:  The designation and number of outstanding share of 
each class entitled to vote thereon as a class were as follows:  
(if in applicable, insert "none") 
CLASS                                 NUMBER OF SHARES
Common Stock, $.50 par value             1,809,640
Preferred Stock, $.50 par value	           265,089

FIFTH:  The number of shares voted for such amendment was 
1,061,624; and the number of shares against such amendment was 0.

SIXTH:  The number of shares of each class entitled to vote 
thereon as a class voted for and against such amendment, 
respectively, was:  (if inapplicable, insert "none")
                                     NUMBER OF SHARES VOTED
CLASS	     
                                         FOR       AGAINST
Common Stock, $.50 par value           928,924        0
Preferred Stock, $.50 par value        132,700        0

SEVENTH:  The manner, if not set forth in such amendment, in 
which any exchange, reclassification, or cancellation of issued 
shares provided for in the amendment shall be effected, is as 
follows:  (If no change, so state)
See amendment.

EIGHTH:  The manner in which such amendment effects
a change in the amount of stated capital, and the amount of stated 
capital as changed by such amendment, are as follows:  (If no 
change, so state) No change.

<PAGE>

Dated: June 25, 1994	Providence and Worcester Railroad Company
                                	BY:  Orville R. Harrold
                        	       Its:  President AND:
                                      Heidi J. Eddins
                        	       Its:  Secretary 
                                      COMMONWEALTH OF MASSACHUSETTS	
					                              :  SC. COUNTY OF WORCESTER

	At Worcester in said county on this 25th day of June, 1994, 
personally appeared before me Orville R. Harrold, who, being by me 
first duly sworn, declared that he is the President of Providence 
and Worcester Railroad Company that he signed the foregoing 
document as President of the corporation, and that the statements 
therein contained are true.
                                        Joyce S. Brown 
                                        Notary Public
                                 	My commission expires 4/1/1999
                                        (NOTARIAL SEAL)

<PAGE>

		EXHIBIT A

(A)  The first sentence of Section 4 shall be amended to read as follows:
	"Section 4.  The aggregate number of shares which the 
corporation has authority to issue is 2,280,253, of which 
2,273,436 shares thereof pursuant to the authority granted to the 
corporation by the last sentence of Section 1 of that certain act 
passed at the January, 1983, Session of the Rhode Island General 
Assembly and entitled 'An Act Relating To The Eastern Securities 
Corporation', shall be designated as Common Stock, shall have a 
par value of $.50 each, and shall have the powers and rights, and 
the qualifications, limitations and restrictions thereof, as set 
forth below, and 6,817 shares thereof shall be designated as 
Preferred Stock, shall have a par value of $50.00 each, and shall 
have the powers, preferences and rights and the qualifications, 
limitations and restrictions thereof, as set forth below:"

(B)  The first sentence of Section 4(b) shall be amended to read as 
follows:
"The holders of the shares of Preferred Stock shall
be entitled to receive cash dividends at the rate of $5.00 per 
share per annum, and no more, out of funds at the time legally 
available for payment of dividends, only when and as declared by 
the board of directors." 

(C)  The first sentence of Section 4(c) 
shall be amended to read as follows:
     "In the event of the liquidation, dissolution or winding up of 
the corporation, whether voluntary or involuntary, the holders of 
the Preferred Stock and the holders of the Common Stock shall be 
entitled to share in all assets of the Corporation remaining after 
the satisfaction or the provision for the satisfaction of all 
liabilities of the corporation, provided, that each share of 
Preferred Stock shall be entitled to the receipt of $100 in value 
of such assets for each $1.00 in value of such assets received by 
a share of Common Stock, and provided, further, that the right of 
the shares of Common Stock to share in such assets of the 
corporation shall be subject to appropriate and equitable 
adjustment by the board of directors, in its discretion, in the 
event of any reclassification or change in the number of, or any 
division, combination, stock split, stock dividend payable or 
similar event with respect to, the Common Stock."

(D)  The first Sentence of Section 4(d) (i) shall be amended to 
read as follows:
"(i) Each share of Preferred Stock may at any time be converted, 
at the option of the holder thereof, into one hundred fully paid 
and nonassessable shares of Common Stock."

(E)  There shall be added to Section 4 a new
subsection (e), reading as follows:
"(e) On the effective date of this subsection (e)
(the "Effective Date") each share of Preferred Stock, $.50 par 
value, heretofore authorized and then outstanding (the "Old 
Preferred Stock") shall, without further action, be deemed to have 
been reclassified and changed into one share of the Common Stock 
authorized under this Section 4, with all the powers and rights, 
and the qualifications, limitations and restrictions thereof, as 
may be set forth in the charter as amended from time to time, 
provided, that at the election of any holder of record of more 
than one hundred (100) shares of Old Preferred Stock on the 
Effective Date filed with the Company within sixty (60) days 
following the Effective Date, such holder will receive, as soon as 

<PAGE>

practicable following such election and in lieu of shares of 
Common Stock as hereinbefore provided, one one-hundredth (1/100) 
of a share of the Preferred Stock authorized under this Section 4 
(the "New Preferred Stock") for each share of Old Preferred stock 
held; provided, further, that if any such election would otherwise 
result in the issuance of a fractional share of New Preferred 
Stock, no such fractional share shall be issued, and in lieu 
thereof such holder will receive, with respect to the shares of 
Old Preferred stock giving rise to such fractional share, one (1) 
share of Common Stock for each share of Old Preferred Stock held, 
or, at the election of the holder filed with the Company as 
provided above, an amount in cash for such shares of Old Preferred 
Stock at the rate of $7.75 per share.
In addition to the foregoing, if any holder of record of less than 
one hundred (100) shares of Old Preferred Stock on the Effective 
Date shall file an election with the Company within the period provided 
above to receive cash for such shares in lieu of Common Stock, such 
holder shall as soon as practicable following such election be paid an 
amount in cash at the rate specified above for such shares, in lieu of 
Common Stock.  Any election filed with the Company as provided above 
shall be effective only if it is in such form and is accompanied by such 
certificates and other documentation, with such signatures and 
guarantees, as the board of directors may approve.  From and after 
the Effective Date the holders of shares of Old Preferred Stock 
shall have no voting, dividend, liquidation or other rights with 
respect thereto, other than the right to receive shares of Common 
Stock, New Preferred Stock or cash, all as provided above, upon 
surrender of the Old Preferred Stock in such manner as the board 
of directors may approve."

<PAGE>

State of Rhode Island and Providence Plantations 

DUPLICATE ORIGINAL OF ARTICLES OF AMENDMENT TO THE CHARTER OF
        PROVIDENCE AND WORCESTER RAILROAD COMPANY

	Pursuant to the provisions of Section 7-1.1-56 of the General 
Laws, 1956, as amended, the undersigned corporation adopts the 
following Articles of Amendment to its Charter:
First: The name of the corporation is Providence and Worcester Railroad Company.

Second:  The Board of Directors of the Corporation on December 
12, 1995, in the name prescribed by Section 4 of the Charter, as 
amended, adopted the following amendment(s) to the Charter: VOTED:  
That pursuant to the authority granted to the Board of         
Directors under Section 4 of the Company's charter, as
amended, the Chairman or the President and the Secretary or any 
Assistant Secretary of the Company be and they hereby are 
authorized to execute in the name of and file with the Rhode Island 
Secretary of State articles of amendment of said charter evidencing an         
increase in the number of shares of common stock, $.50 par 
value, of the Company which the Company has authority to issue by 
750,000 shares to 3,023,436 shares.

Third:  The number of shares of the corporation outstanding at the 
time of such adoption was 2,055,473; and the number of shares 
entitled to vote thereon was none.

Fourth:  The designation and number of outstanding shares of 
each class entitled to vote thereon as a class were as follows: 
(if inapplicable, insert "none") 
Class              Number of Shares
                        None
Fifth:  The number of shares voted for such amendment was n/a; 
and the number of shares voted against such amendment was n/a.

Sixth:  The number of shares of each class entitled to vote 
thereon as a class voted for and against such amendment, 
respectively, was: (if inapplicable, insert "None")
			Number of Shares Voted
Class	                    For  Against
              		            None

Seventh: The manner, if not set forth in such
amendment, in which any exchange, reclassification, or 
cancellation of issued shares provided for in the amendment shall 
be effected, is as follows:  (If no changes, so state)
No change

Eighth:  The manner in which such amendment effects a	change 
in the amount stated capital, and the amount
of stated capital as changed by such amendment, are as follows:  
(if no change, so state)
			No change

<PAGE>

Dated: December 12, 1995    Providence and Worcester Railroad Company
                                   		BY:  Orville R. Harrold
                                   	Its:  President 
                                    AND:  Heidi J. Eddins
                         		         Its:  Secretary
                                          STATE OF MASSACHUSETTS  
				                                   :  SC. COUNTY OF WORCESTER	

At Worcester in said county on this 12th day of December, 1995, 
personally appeared before me Orville R. Harrold who, being by me 
first duly sworn, declared that they are the President, 
respectively of Providence and Worcester Railroad Company that 
they signed the foregoing document as President of the 
corporation, and that the statements therein contained are true.

                                   Wendy Sundeen 
                                   Notary Public
                                  (NOTARIAL SEAL)

	STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS
    OFFICE OF THE SECRETARY OF STATE CERTIFICATE OF AMENDMENT

  TO ARTICLES OF INCORPORATION OF PROVIDENCE AND WORCESTER RAILROAD COMPANY

        I, Jane Berthiaume, Acting Deputy Secretary of State, hereby 
certify that duplicate originals of Articles of Amendment to the Articles of 
Incorporation of Providence and Worcester Railroad Company duly signed and 
verified pursuant to the provisions of Chapter 7-1.1 of the General Laws,
1956, as amended, have been received in this office and are found to conform 
to law and that the foregoing if a duplicate original of the Articles of 
Amendment. 
                      Witness my hand and the seal of the State
		                    of Rhode Island this 14th day of December 1995.
                                       	Jane Berthiaume
                                      		Acting Deputy Secretary of State
                                        Filed Dec 14, 1995

<PAGE>
                                               EXHIBIT 4.2
				MAY 1995
				AMENDED DECEMBER 12, 1995


- -  -
BY-LAWS
OF
PROVIDENCE AND WORCESTER RAILROAD COMPANY

ARTICLE I
OFFICES
	The corporation may have offices at such places either within 
or without the State of Rhode Island as the Board of Directors 
may from time to time determine or the business of the 
corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
	Section 1.  All annual meetings of the stockholders for the 
election of directors shall be held within or without the State 
of Rhode Island at such place as may be fixed from time to time 
by the Board of Directors; at least ten days' notice shall be 
given to the stockholders of the place so fixed.  Meetings of 
stockholders for any other purpose may be held at such time and 
place, within or without the State of Rhode Island, as shall be 
stated in the notice of the meeting.
	Section 2.  Annual meetings of stockholders, commencing with 
the year 1988, shall be held on the last Wednesday of April if 
not a legal holiday, and if a legal holiday, then on the secular 
day following, at which the stockholders shall elect a Board of 
Directors and transact such other business as may properly be 
brought before the meeting.

<PAGE>

	Section 3.  Written notice of the annual meeting shall be 
given to each stockholder of record at least ten days before the 
date of the meeting.
	Section 4.  Special meetings of the stockholders, for any 
purpose or purposes, may be called by the President, or by the 
Chairman if there be a Chairman, and shall be called by the 
President or Secretary at the request in writing of a majority of 
the Board of Directors.  Such request shall state the purpose or 
purposes of the proposed meeting.
	Section 5.  Written notice of any special meeting of 
stockholders, stating the time, place and purpose thereof, shall 
be given to each stockholder of record at least ten days before 
the date fixed for the meeting.
	Section 6.  Business transacted at any special meeting of 
stockholders shall be limited to the purposes stated in the 
notice.
	Section 7.  Stockholders representing a majority of each 
class of the shares entitled to vote, present in person or 
represented by proxy, shall constitute a quorum at all meetings 
of the stockholders for the transaction of business.  If, 
however, such quorum shall not be present or represented at any 
meeting of the stockholders, the stockholders present in person 
or represented by proxy, shall have power to adjourn the meeting 
from time to time, without notice other than announcement at 
the meeting, until a quorum shall be present or represented.  At 
such adjourned meeting at which a quorum shall be present or 

<PAGE>

represented any business may be transacted at the meeting as 
originally notified.
ARTICLE III
DIRECTORS
	Section 1.  The number of directors which shall constitute 
the whole Board of Directors shall be not less than six [amended 
December 12, 1995] nor more than fifteen [amended December 12, 
1995].  Within the foregoing limits, the number of directors to 
constitute the whole Board shall be fixed by vote of the Board of 
Directors at any regular or special meeting of the Board of 
Directors, or by the stockholders at the annual meeting.  If, 
pursuant to the foregoing authority, the number of directors 
constituting the whole Board shall be decreased, such decrease 
shall not be effective with respect to the terms of directors 
then holding office until the next annual meeting of 
stockholders.  The directors shall be elected at the annual 
meeting of the stockholders, except as provided in Section 2 of 
this Article, and each director elected shall hold office until 
his successor is elected and qualified.  No person who shall have 
reached the age of seventy-five (75) years shall be eligible to 
be elected or re-elected a director of the corporation.  No 
person who is not a shareholder of the corporation shall be 
eligible to serve as a director of the corporation.  Any director 
who, during the period beginning with his or her first election 
to office and ending on the December 31 next following such 
election, or during any calendar year thereafter, attends less 

<PAGE>

than seventy-five percent (75%) of either (i) the total number of 
meetings of the Board of Directors held during such period, or 
(ii) the total number of meetings held by all committees of the 
Board of Directors on which he or she shall have served during 
such period, shall be ineligible for re-election as a director 
upon the expiration of his or her term as a director; provided, 
that a majority of the remaining directors may waive such 
requirement upon receipt of evidence satisfactory to them that 
the failure of any director to satisfy the foregoing requirements 
was due to medical reasons. [amended April 26, 1995]
	Section 2.  Vacancies in the Board of Directors may be filled 
in the manner provided in the charter.  A vacancy or vacancies 
shall be deemed to exist at any time the number of directors then 
in office is less than the whole Board as provided in Section 1, 
above.
	Section 3.  The business of the corporation shall be managed 
by its Board of Directors, which may exercise all powers of the 
corporation and do all such lawful acts and things as are not by 
statute or by the charter or by these by-laws directed or 
required to be exercised or done by the stockholders.
	Section 4.  The Board of Directors of the corporation may 
hold meetings, both regular and special, either within or without 
the State of Rhode Island.
	Section 5.  The Board of Directors shall hold a meeting 
immediately after each annual meeting of stockholders, at which 
meeting they shall elect a President, a Vice President, a 

<PAGE>

Treasurer, a Secretary, and such other officers as they may deem 
appropriate, provided, however, that they may adjourn said 
meeting to such time as they see fit and elect said officers at 
said adjourned meeting.  They may also, at any annual meeting, or 
at any adjournment thereof, transact any other business which may 
be properly brought before them.  Regular quarterly meetings of 
the directors shall be held on the last Wednesdays in the months 
of July, October, January and April.  Special meetings of the 
directors shall be held upon the call of the President, or by the 
Chairman if there be a Chairman, as hereinafter provided.  The 
Secretary shall give each director notice, by mail, at least 
twenty-four hours before any meeting, whether regular or special 
(except the first meeting), of the time and place of such 
meeting.  But in the case of necessity, such notice may be given 
at such time and in such manner as the President or the Chairman 
may direct.
	Section 6.  At all meetings of the Board of Directors the 
presence of both (i) a majority of the directors, and (ii) a 
majority of the directors elected by the holders of the 
corporation's Preferred Stock (including any director elected to 
fill any vacancy resulting from the resignation, death or removal 
of a director elected by such holders), shall constitute a quorum 
for the transaction of business and the act of a majority of the 
directors present at any meeting at which there is a quorum shall 
be the act of the Board of Directors.  If a quorum shall not be 
present at any meeting of the Board of Directors, the directors 

<PAGE>

present thereat may adjourn the meeting from time to time, 
without notice other than announcement at the meeting, until a 
quorum shall be present.
	Section 7.  The Board of Directors may, by resolution passed 
by a majority of the directors, designate one or more committees, 
each committee to consist of three or more of the directors of 
the corporation, which, to the extent provided in the resolution, 
shall have and may exercise the powers of the Board of Directors 
in the management of the business and affairs of the corporation 
and may authorize the seal of the corporation to be affixed to 
all papers which may require it.  Such committee or committees 
shall have such name or names as may be determined from time to 
time by resolution adopted by the Board of Directors.
	Section 8.  The committees shall keep regular minutes of 
their proceedings and report the same to the Board of Directors 
when required.
	Section 9.  Members of the Board of Directors or any 
committee designated thereby may participate in any special 
meeting of the Board or any meeting of such committee by means of 
a conference telephone or similar communications equipment, by 
means of which all persons participating in the meeting can hear 
each other at the same time, and participation by such means 
shall constitute presence at any such meeting.  Directors may be 
paid their expenses, if any, of attendance at each meeting of the 
Board of Directors or any committee designated by the Board, and 
directors who are not also full-time employees of the corporation 

<PAGE>

may be paid a fixed sum for attendance at each meeting of the 
Board at which a quorum is present, whether regular or special, 
and at each meeting of any such committee attended in person and 
at which a majority of the members are present, such fixed sum to 
be determined in each case by the Board of Directors.  [amended 
April 26, 1995]
	Section 10.  A director may be removed, with or without 
cause, only in the manner provided in the charter.
ARTICLE IV
OFFICERS
	Section 1.  The officers of the corporation shall include a 
President, a Vice President, a Secretary and a Treasurer.  The 
offices of Treasurer and Secretary may be held by the same 
person.
	Section 2.  The Board of Directors may appoint such other 
officers and agents, including a Chairman, as it shall deem 
necessary, who shall hold their offices for such terms as shall 
be determined from time to time by the Board.
	Section 3.  The salaries of all officers of the corporation 
shall be fixed by the Board of Directors.
	Section 4.  Any officer elected or appointed by the Board of 
Directors may be removed at any time by the affirmative vote of a 
majority of the Board of Directors.  Any vacancy occurring in any 
office of the corporation by death, resignation, removal or 
otherwise shall be filled by the Board of Directors.

<PAGE>

	Section 5.  The Chairman, if any, shall be the chief 
executive officer of the corporation; the President shall be the 
chief operating officer of the corporation; and the Treasurer 
shall be the chief financial officer of the corporation.  If no 
Chairman is elected, qualified and acting, the President shall 
also be the chief executive officer of the corporation.  The 
other officers of the corporation shall have the powers and shall 
perform the duties customarily appurtenant to their respective 
offices, and shall have such further power and shall perform such 
further duties as shall be from time to time assigned to them.
ARTICLE V
CERTIFICATES OF STOCK
	Section 1.  Every holder of stock in the corporation shall be 
entitled to have a certificate, signed by, or in the name of, the 
corporation, by the President and Treasurer or Secretary, 
certifying the number and class of shares owned by him in the 
corporation.
	Section 2.  Where a certificate is signed (1) by a transfer 
agent or an assistant transfer agent or (2) by a transfer clerk 
acting on behalf of the corporation and a registrar, the 
signature of any such President, Secretary or Treasurer may be 
facsimile.  In case any officer or officers who have signed, or 
whose facsimile signature or signatures have been used on, any 
such certificate or certificates shall cease to be such officer 
or officers of the corporation, whether because of death, 
resignation or otherwise, before such certificate or certificates 

<PAGE>

have been delivered by the corporation, such certificate or 
certificates may nevertheless be adopted by the corporation and 
be issued and delivered as though the person or persons who 
signed such certificate or certificates or whose facsimile 
signature has been used thereon, had not ceased to be such 
officer or officers of the corporation.
	Section 3.  The Board of Directors may direct a new 
certificate or certificates to be issued in place of any 
certificate or certificates theretofore issued by the corporation 
alleged to have been lost or destroyed, upon the making of an 
affidavit of that fact by the person claiming the certificate of 
stock to be lost or destroyed.  When authorizing such issue of a 
new certificate or certificates, the Board of Directors may, in 
its discretion and as a condition precedent to the issuance 
thereof, require the owner of such lost or destroyed certificate 
or certificates, or his legal representative, to advertise the 
same in such manner as it shall require and/or to give the 
corporation a bond in such sum as it may direct as indemnify 
against any claim that may be made against the corporation with 
respect to the certificate alleged to have been lost or 
destroyed.
	Section 4.  Upon surrender to the corporation or the transfer 
agent of the corporation of a certificate for shares duly 
endorsed or accompanied by proper evidence of succession, 
assignment or authority to transfer, it shall be the duty of the 
corporation to issue a new certificate to the person entitled 

<PAGE>

thereto, cancel the old certificate and record the transaction 
upon its books.
	Section 5.  The corporation shall be entitled to recognize 
the exclusive right of a person registered on its books as the 
owner of shares to receive dividends, and to vote as such owner, 
and shall not be bound to recognize any equitable or other claim 
to or interest in such share or shares on the part of any other 
person, whether or not it shall have express or other notice 
thereof.
ARTICLE VI
INDEMNIFICATION OF OFFICERS
	The corporation shall indemnify, to the full extent permitted 
by law from time to time, any person who is or was an officer of 
the corporation and any person who, while an officer of the 
corporation, is or was serving at the request of the corporation 
as a director, officer, partner, trustee, employee or agent of 
another foreign or domestic corporation, partnership, joint 
venture, trust, other enterprise or employee benefit plan, 
against all judgments, penalties, fines, settlements and 
reasonable expenses actually incurred by such person in 
connection with any threatened, pending or completed action, suit 
or proceeding, whether civil, criminal, administrative or 
investigative, in which such person was, is or is threatened to 
be made a named defendant or respondent by reason of the fact 
that such person is serving or at any time was serving in one or 
more of the capacities set forth above.

<PAGE>

ARTICLE VII
GENERAL PROVISIONS
	Section 1.  The President shall present at each annual 
meeting a statement of the business and condition of the 
corporation.
	Section 2.  All checks and notes of the corporation shall be 
signed by such officer or officers or such other person or 
persons as the Board of Directors may from time to time 
designate.
	Section 3.  The fiscal year of the corporation shall end on 
the thirty-first day of December in each year.	
	Section 4.  The corporate seal shall have inscribed thereon 
the name of the corporation, the year of its organization and 
the words "Incorporated 1969 Rhode Island".  The seal may be used 
by causing it or a facsimile thereof to be impressed, affixed or 
reproduced or otherwise.
ARTICLE VIII
REPEAL AND AMENDMENT OF BY-LAWS
	These By-laws may be amended or repealed at any annual or 
special meeting of the stockholders, provided that they shall not 
be amended or repealed at a special meeting unless notice that it 
is proposed to amend or repeal them is given by the Secretary in 
the notice of such meeting.  The Board of Directors shall not 
have authority to amend these By-Laws.

<PAGE>
                                             Exhibit 5
                                             
                                             
                                   April 30, 1996


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 52,257 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 Non-Qualified Stock Option 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>

Providence and Worcester Railroad Company
April 30, 1996
Page 2


     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,
                                   
                                   Lynne Barry Dolan
                                   
                                   Lynne Barry Dolan
                                   Attorney At Law



<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
April 30, 1996
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 139703}]
{"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": "333-02975", "film-number": "96553410"}, "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 1933
                                
                                
            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 Company
                 Non-Qualified Stock Option 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
CALCULATION OF REGISTRATION FEE
Title of       Amount     Proposed   Proposed   Amount of
Each Class of    to be       Maximum    Maximum   Registra-
Securities to  Registered   Offering   Aggregate   tion Fee
be Registered               Price Per  Offering
                            Share(*)     Price
Common Stock                                      
(par value                                        
$.50)         52,257 shs.   $    8.50  $ 444,185  $  153.17
(*) 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  April 25 , 1996.

                               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 10-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
d)rector 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 acclaim 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

                                4
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 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 thereof); 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  30th  day of  April , 1996.
     
     
                                     PROVIDENCE AND WORCESTER
                                     RAILROAD COMPANY
     
     
                                         Orville R. Harrold
                                     By: Orville R. Harrold
                                        
                                             President
                                     Title:
     
     
                        POWER OF ATTORNEY
                                
     KNOW ALL MEN BY THESE PRESENTS, that each of the persons
whose signatures 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 52,257 shares of the Common Stock, $.50 par
value, of Providence and Worcester Railroad Company issued
pursuant to Providence and Worcester Railroad Company Non-
qualified Stock Option 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,
the 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   April 30, 1996

                                           
Orville R. Harrold    President and        
                      Director             April 30, 1996
Orville R. Harrold

                                           
Carl P. Belke                              
                      Vice President and   April 30, 1996
Carl P. Belke         Director

Ronald P. Chrzanowski                      
                      Vice President and   
Ronald P. Chrzanowski Director             April 30, 1996

Robert J. Easton                           
                      Treasurer and        
Robert J. Easton      Director             April 30, 1996

                                           
Frank W. Barrett                           
                      Director             April 30, 1996
Frank W. Barrett

                                           
Phillip D. Brown                           
                      Director             April 30, 1996
Phillip D. Brown

                                           
John H. Cronin                             
                      Director             April 30, 1996
John H. Cronin

                                           
J. Joseph Garrahy                          
                      Director             April 30, 1996
J. Joseph Garrahy

                                 8
John J. Healy                              
                        Director           April 30, 1996
John J. Healy

                                           
William J. LeDoux                          
                        Director           April 30, 1996
William J. LeDoux

                                           
Charles M. McCollam,Jr.                    
                        Director           April 30, 1996
Charles M. McCollam,Jr.

                                  9
EXHIBIT INDEX
                    
     EXHIBIT        
     NUMBER         EXHIBIT
                                       
               
     4.1       Amended And Restated Articles of Incorporation
               of the Registrant
                                       
               
     4.2       By-laws of the Registrant, as amended
                                       
               
      5        Opinion of Lynne Barry Dolan, Esq.
                                       
               
    23.1       Consent of Deloitte & Touche LLP
                                       
               
    23.2       Consent of Lynne Barry Dolan, Esq.
               (included in Opinion filed as Exhibit 5).
                                       
                                  10
EXHIBIT 4.1

                                                         S834A
                                                      Approved
                                                  May 15, 1969.
                                         JANUARY SESSION, 1969

    	AN ACT to Incorporate the Eastern Securities Corporation.

  It is enacted by the General Assembly as follows:  
Section 1.  
Morris Laird, David Graham, Ernest Malo, Marguerite F. Woods and John 
E. O'Brien, and their associates, successors and assigns, be and they 
hereby are, made a corporation, by the name of Eastern Securities 
Corporation;and they shall be capable to sue and be sued to final 
judgment and execution; plead and be impleaded, defend and be defended 
against in any court, or in any other place whatever; to make, have and 
use a common seal, and the same to breakor alter at pleasure; and shall 
be and are hereby vested with all the powers, privileges and immunities 
which are or may be necessary to carry into effect and objects of this 
act as hereinafter set forth.
 
Sec. 2.  Said corporation is formed for the purpose and shall have the 
power to acquire, hold, vote, sell, transfer or otherwise dispose of, 
and guarantee bonds, securities or evidences of indebtedness created by, 
or the shares, including a majority, of the capital stock of any other 
corporation or corporations, whether engaged in or organized for similar 
or different business or other activities, and to acquire, hold, sell, 
convey, transfer, lease, rent or otherwise dispose of any property, real 
or personal, and to engage in any other lawfully authorized business or 
activity. Said corporation may acquire, hold, sell, transfer or otherwise 
dispose of shares of its own capital stock. 

Sec. 3.  The capital stock of said corporation shall consist of thirty-five 
thousand (35,000) shares having no par value.  Any unissued stock may be 
issued from time to time by the directors for cash, or for personal property,
tangible or intangible, or real estate, and the stock so issued shall be
full-paid and not liable to any further call or assessment. Stockholders 
shall have no preemptive right to subscribe for any subsequently issued
capital stock.

Sec. 4.  The management of the business and affairs
of the corporation shall be vested in a board of directors, 
consisting of nine directors to be elected by the stockholders as 
follows:  the directors shall be divided into three classes of equal 
number and at the first annual meeting of stockholders, directors of 
the first class shall be elected for a term to expire at the first 
annual meeting next after their election, those of the second class 
shall be elected for a term to expire at the second annual meeting 
next after their election, and those of the third class shall be 
elected for a term to expire at the third annual meeting next after 
their election.  At each annual meeting after such classification the 
number of directors equal to the number of the class whose
term expires at the time of such meeting shall be elected to hold 
office until the third succeeding annual meeting.  All directors 
shall serve until their successors are elected and qualified and 
vacancies in the board of directors may be filled by the affirmative
vote of a majority of the remaining directors.  A majority of the 
directors shall constitute a quorum for all purposes.  The directors 
shall elect such officers as are provided by the bylaws, and may also 
elect an executive committee and such other committees as they may 
see fit from their own number, and may delegate to such committee 
such of the powers of the board of directors and such other powers as 
they may deem expedient, and they shall have the power to make and
adopt by-laws for the corporation which shall not be inconsistent 
with the provisions of this act.  Until the first annual meting of 
stockholders under this act, Morris Laird, David Graham, Ernest Malo, 
Marguerite F. Woods, John E. O'Brien, Anna Coleman, Irene Redman, 
Roland Bernard and James B. Grant shall be directors of said corporation.

         Sec. 5.  Annual meetings of the stockholders of said
corporation shall be held at the time and place specified in the by-
lays, provided however, that the first annual meeting of stockholders 
shall be held at the call of a majority of the directors for the time 
being, not later than one year after the date of passage of this act.  
Stockholders shall be entitled to receive not less than ten days' 
notice of the time, place and purpose of each meeting of 
stockholders.

         At all meetings of stockholders, annual or special,
and for whatever purpose, each stockholder shall be entitled to one 
vote for every share owned by him, not exceeding fifty shares; and 
one vote for every twenty shares more than fifty owned by him; 
provided, that no stockholder shall be entitled to vote upon more than 
onefourth part of the whole number of outstanding shares, unless as 
proxy for other stockholders, and any stockholder may have a right to 
vote by proxy duly authorized in writing. Provided, however, that the 
corporation shall have the right to create a class or classes of capital 
stock which shall have no voting power.  In each case where for the 
authorization of any corporation action the general laws of this 
state would otherwise require the affirmative vote of the holders of 
a specified portion of the shares of this corporation entitled to 
vote thereon, in lieu thereof, the affirmative vote of the holders of 
shares representing such specified portion of the total voting power 
of the outstanding shares of this corporation shall be required.  

        If, at any time, the directors and stockholders shall 
vote to split the outstanding shares, the voting rights of the 
capital stock shall be adjusted by the directors so as to maintain 
as nearly as may be the relative voting power of each stockholder 
as it was prior to such split.  This corporation shall have the 
power to issue stock in stock splits, stock dividends and 
recapitalizations.  The voting provisions of the capital stock 
provided for in this section shall not be changed except by 
specific amendment of this act by the general assembly, which shall 
have been approved and accepted as an amendment to this act by
two-thirds of the votes of the stockholders as a meeting duly 
called for the purpose.  At all meetings of stockholders one-third 
of the outstanding shares shall constitute a quorum for all 
purposes.  Special meetings of the stockholders may be called by 
the president, the board of directors and the holders of not less 
than fifty per cent of the outstanding shares.

  	SEC. 6.  The provisions of the general laws of this state shall 
be applicable to this corporation, provided however, that in the event of 
inconsistency between the provisions of this act, and the provisions of 
any other acts or parts of acts, public or private, the provisions of this 
act shall prevail.

   SEC. 7.  This act shall take effect upon its passage.
H2227A
                                           Approved  May 5, 1972
                                           JANUARY SESSION, 1972

AN ACT in Amendment of and in addition to an Act Entitled "An Act 
to Incorporate the Eastern Securities Corporation".
It is enacted by the General Assembly as follows: Section 1.  
Section 1 of an act entitled "An act to incorporate the eastern 
securities corporation" passed at the January session, A.D. 1969 is 
hereby amended by changing the name of the corporation as therein 
stated from Eastern Securities Corporation to Providence and Worcester 
Railroad Company.

Section 2.  Section 2 of said act is hereby amended to read as follows:

"Sec. 2.  Said corporation is formed for the purpose and shall 
have the power to conduct a general railroad business in the state 
of Rhode Island and in all states of the United States; to survey, 
build, own, lease, acquire, mortgage, operate, and maintain and 
sell or otherwise dispose of a line or lines of railroad for the 
purpose of carrying and transporting freight, passengers, baggage, 
mail and express, and to do a general railroad business for hire 
and for toll; to purchase, construct, own, maintain and operate 
wharves, bridges and trestles, and to lay rails and operate 
railroads thereon; to purchase, construct, own, maintain and 
operate in connection therewith ferries, vessels, ships, steamers, 
barges, docks, slips and landings, and discharging places for 
freight and passenger traffic; to purchase, sell, lease, mortgage, 
hold and operate all classes of real estate; and to purchase, sell, 
mortgage, hold, control and operate easements, franchises, roads 
and rights-of-way; to construct power plants; to construct and 
operate common carrier pipelines for hire and for toll in the state 
of Rhode Island and in all states of the United States; to buy, 
own, build, maintain, lease and sell, mortgage or otherwise dispose 
of plants for the manufacture and repair of engines, motors, cars, 
trucks and rolling stock of all kinds and machinery and mechanical
devices of every kind and nature for the furtherance of the 
purposes herein stated; to do, either as principal or agent and 
either alone or through subsidiaries or in connection with other 
persons, firms, associations or corporations, all and everything 
necessary, suitable, convenient or proper for, or in connection 
with, or incident to, the accomplishment of any one or more of the 
purposes herein enumerated or designed directly or indirectly to 
promote the interests of the corporation or to enhance the value of 
its properties, and in general to engage in any lawful act or 
activity for which corporations may now or hereafter be organized 
under the general laws of Rhode Island."

    Sec. 3.  Section 5 of said act is hereby amended by adding thereto 
at the end thereof the following paragraph. "The corporation shall have 
the right to create a class or classes of capital stock which shall have 
full, limited or no voting power."

    Sec. 4.  Section 6 of said act is hereby amended to read as follows:
"Sec. 6.  The provisions of the general laws of this state (including 
any general act or acts providing for the organization and government 
of corporations, and specifically chapter 1.1 of title 7 of the general 
laws entitled "Rhode Island Business Corporation Act"), as they presently 
exist or as they may hereafter be enacted or amended from time to time,
shall be applicable to this corporation, provided, however, that in the 
event of inconsistency between the provisions of this act and the 
provisions of any other acts or parts of acts, public or private, 
the provisions of this act shall prevail."

    Sec. 5.  In addition to and not in limitation of its other powers, 
privileges and franchises, this corporation shall have the power and be 
authorized to merge (as the surviving corporation) with Providence and 
Worcester Company, a Delaware corporation (successor by merger to 
Providence and Worcester Railroad Company chartered by the legislature 
of the state of Rhode Island and the Commonwealth of Massachusetts in 
1844). The merger herein authorized shall be effected in the same manner 
as in the case of the merger of a domestic corporation organized under the 
Business Corporation Act with a foreign corporation, where such 
domestic corporation is to be the surviving corporation.  At such 
time as the merger shall take effect, this corporation shall 
thereafter possess all the rights, privileges, immunities and 
franchises, as well of a public as of a private nature, of each of 
the merging corporations; and all property, real, personal and 
mixed, and all debts due on whatever account, including subscriptions 
to shares, and all other choices in action, and all and every other 
interest of, or belonging to, or due to each of the corporations so merged, 
shall be taken and deemed to be transferred to and vested in this 
corporation without further act of deed; and the title to any real estate, 
or any interest therein, vested in any of such corporations shall not 
revert or be in anyway impaired by reason of such merger; and this 
corporation shall thenceforth be responsible and liable for all the 
liabilities and obligations of each of the corporations so merged; and 
any claim existing or action or proceeding pending by or against either 
of such corporations may be prosecuted as if such merger had not taken 
place; and neither the rights of creditors nor any liens upon the 
property of either of such corporations shall be impaired by such merger." 

    Sec. 6.  This act shall take effect upon its passage,
and all acts or parts of acts inconsistent herewith are hereby 
repealed.
STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS
                   CERTIFICATE OF AMENDMENT TO THE CHARTER OF
		               P&W INDUSTRIES, INC.
	The undersigned, as the Vice President and the Secretary, 
respectively, of P&W Industries, Inc., a Rhode Island corporation, 
organized pursuant to an act entitled "An Act to Incorporate the Eastern 
Securities Corporation", passed at the January Session, A.D. 1969 of the 
Rhode Island General Assembly, as heretofore amended (the "Act"), do hereby 
certify that pursuant to the provisions of Section 5 of the Act, the Board of 
Directors of said corporation on September 24, 1976, by unanimous vote, 
adjusted the voting rights of the capital stock of said corporation by amending
the first sentence of the second paragraph of said Section 5 to read as follows:
       "At all meetings of stockholders, annual or special, and for 
whatever purpose, each stockholder shall be entitled to one vote 
for every share owned by him, not exceeding one thousand shares; 
and twenty votes for every four hundred shares more than one 
thousand owned by him; provided, that no stockholder shall be 
entitled to vote upon more than one-fourth part of the whole number 
of outstanding shares, unless as proxy for other stockholders, and 
any stockholder may have a right to vote by proxy duly authorized in writing."
  
    IN WITNESS WHEREOF, the undersigned have executed this certificate in 
their capacities as Vice President and Secretary, respectively, of P&W 
Industries, Inc., this 24th day of September, 1976.
                				Raymond D. Finizia
                                                Vice President
				                Joseph R. DiStefano Secretary
           	                                STATE OF RHODE ISLAND  
                                                (COUNTY OF PROVIDENCE )

At East Providence in said county on this 24th day
of September, 1976, personally appeared before me Rayomnd D. 
Finizia and Joseph R. DiStefano, who, being by me first duly sworn, 
declared that they are respectively the Vice President and the 
Secretary of P&W Industries, Inc., that they signed the foregoing 
document as Vice President and Secretary, respectively, of the 
corporation, and that the statements therein contained are true.
                                            Marguerite F. Woods
                                            Notary Republic
              	                            My Commission Expires June 30, 1981
STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS
                     ARTICLES OF AMENDMENT TO THE CHARTER
                                    OF
                   PROVIDENCE AND WORCESTER RAILROAD COMPANY 
                   (Formerly Eastern Securities Corporation)
Pursuant to the provisions of Section 7-1.1-56 of the
General Laws, 1956, as amended, the undersigned corporation adopts 
the following Articles of Amendment to its Charter:

FIRST: The name of the corporation is Providence and Worcester Railroad Company

SECOND:  The shareholders of the corporation on September 24, 
1976, in the manner prescribed by Chapter 7-1.1 of the General 
Laws, 1956, as amended, adopted the following amendment(s) to the Charter:
[Insert Amendment(s)]
"RESOLVED:  That Section 1 of the act entitled 'An Act to 
Incorporate the Eastern Securities Corporation', passed at the 
January Session, A.D. 1969 of the Rhode Island General Assembly, as 
heretofore amended (the 'Act'), be and it hereby is further amended 
by changing the name of the corporation as therein stated from 
Providence and Worcester Railroad Company to P&W Industries, Inc." 
"RESOLVED:  That the first sentence of Section 3 of the Act be and 
it hereby is amended to read as follows:  'The capital stock of 
said corporation shall consist of seven hundred thousand (700,000) 
shares of common stock having a par value of One Dollar ($1.00) each.'"

THIRD:  The number of shares of the corporation outstanding at 
the time of such adoption was 35; and the number of shares entitled 
to vote thereon was 35. 

FOURTH:  The designation and number of outstanding shares of each 
class entitled to vote thereon as a class were as follows:  
(if inapplicable, insert "none")
    CLASS	                            NUMBER OF SHARES
Common Stock, no par value		           35

FIFTH:  The number of shares voted for such amendment was 35; 
and the number of shares against such amendment was none.

SIXTH:  The number of shares of each class entitled
to vote thereon as a class voted for and against such amendment, 
respectively, was:  (if inapplicable, insert "none")
							                               NUMBER OF SHARES VOTED   
CLASS                                      FOR      AGAINST
Common Stock, no par value                  35       None

SEVENTH:  The manner, if not set forth in such amendment, in 
which any exchange, reclassification, or cancellation of issued 
shares provided for in the amendment shall be effected, is as 
follows:  (If no change, so state)
No change.
EIGHTH:  The manner in which such amendment effects a change in 
the amount of stated capital, and the amount of stated capital as 
changed by such amendment, are as follows:  (If no change, so state) 
No change.

Dated: September 24, 1976    Providence and Worcester Railroad Company
					BY:   Raymond D. Finizia
    	                                Its:  Vice President AND:
                                              Joseph R. DiStefano
                                        Its:  Secretary
                                           STATE OF RHODE ISLAND
				   	   SC.COUNTY OF PROVIDENCE

At East Providence in said county on this 24th day of
September, 1976, personally appeared before me Raymond D. Finizia, 
who, being by me first duly sworn, declared that he is the Vice 
President of Providence andWorcester Railroad Company, that he 
signed the foregoing document as Vice President of the corporation, 
and that the statements therein contained are true.
                                       Marguerite F. Wood 
                                       Notary Public
                                       My commission expires June 30, 
                                       1981(NOTARIAL SEAL)
STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS
                  ARTICLES OF AMENDMENT TO THE CHARTER
                                 OF
                      	  P&W INDUSTRIES, INC.

Pursuant to the provisions of Section 7-1.1-56 of the
General Laws, 1956, as amended, the undersigned corporation adopts 
the following Articles of Amendment to its Charter:

FIRST:  The name of the corporation is P&W Industries,Inc.

SECOND:  The shareholders of the corporation on February 14, 1979, 
in the manner prescribed by Chapter 71.1 of the General Laws, 1956, 
as amended, adopted the following amendment(s) to the Charter:
		[Insert Amendment(s)]

    VOTED:  That Section 1 of the act entitled "An Act
to Incorporate the Eastern Securities Corporation", passed at the 
January Session, A.D. 1969 of the Rhode Island General Assembly, as 
heretofore amended (the "Act"), be and it hereby is further amended 
by changing the name of the corporation as therein stated from P&W 
Industries, Inc. to Providence and Worcester Railroad Company.
There was then presented to the meeting a Supplemental Agreement 
among the corporation, Providence and Worcester Railroad Company, a 
Rhode Island corporation ("Railroad"), all of the stock of which is 
owned by the corporation, and Providence and Worcester Company, a 
Delaware corporation ("P&W"), and an Agreement and Plan of 
Reorganization between P&W and Railroad, which were duly considered 
at said meeting; and, upon motion duly made, seconded and carried, 
it was RESOLVED, that the Supplemental Agreement and the
Agreement and Plan of Reorganization shall be and hereby are 
approved in all respects and that the officers of the corporation 
are hereby authorized to execute the Supplemental Agreement in the 
name of and to deliver on behalf of the corporation said 
Supplemental Agreement with such modifications as the officers 
executing the Supplemental Agreement may approve, their execution 
thereof to be deemed conclusive evidence of such approval and of 
their authority hereunder.

       FURTHER RESOLVED, that the common stock of the
corporation, $1 par value, be issued in accordance with the 
Supplemental Agreement to the holders of the common stock, $100 
par value, of P&W at the ratio of 20 shares of common stock, $1 
par value, of the corporation to be issued in exchange for each 
one share of the common stock, $100 par value, of P&W in 
consideration of the agreements contained in the Supplemental 
Agreement and the assets of P&W to be acquired by Railroad, a 
whollyowned subsidiary of the corporation, via the merger 
contemplated by the Agreement and Plan of Reorganization.
       FURTHER RESOLVED, that the consideration to be
received for the issuance of said stock as aforesaid is hereby 
determined to be greatly in excess of $1 per share for each of the 
shares of the common stock, $1 per value, of the corporation to be 
issued in accordance with the Supplemental Agreement; and, of the 
consideration being received, $1 for each share issued in 
accordance with the Supplemental Agreement shall be and the same 
hereby is allocated to the capital of the corporation, and the 
excess, as determined in accordance with standard accounting
practices, shall be and hereby is allocated to the surplus of the 
corporation.

THIRD:  The number of shares of the corporation outstanding at the time 
of such adoption was 700; and the number of shares entitled to vote 
thereon was 700. 

FOURTH:  The designation and number of outstanding shares of each class 
entitled to vote thereon as a class were as follows:  
(if inapplicable, insert "none")
    CLASS	                  		   NUMBER OF SHARES
Common Stock, $1.00 par value			          700

FIFTH:  The number of shares voted for such amendment was 700; and the 
number of shares against such amendment was 0.

SIXTH:  The number of shares of each class entitled to vote thereon as a 
class voted for and against such amendment, respectively, was:  
(if inapplicable, insert "none")
                        	NUMBER OF SHARES VOTED   
CLASS                             FOR	AGAINST
Common Stock, $1.00 par value	  700      0

SEVENTH:  The manner, if not set forth in such amendment, in 
which any exchange, reclassification, or cancellation of issued 
shares provided for in the amendment shall be effected, is as follows:  
(If no change, so state)
No change.

EIGHTH:  The manner in which such amendment effects a change in 
the amount of stated capital, and the amount of stated capital as 
changed by such amendment, are as follows:  
(If no change, so state) No change.
Dated: February 15, 1979    P&W Industries, Inc.
                      			BY:  Raymond D. Finizia
		                        Its:  Vice President
		                        AND:  Joseph R. DiStefano
                      			Its:  Secretary STATE OF RHODE ISLAND
		                           :  SC. COUNTY OF PROVIDENCE    

  At Woonsocket in said county on this 15th day of February, 1979, 
personally appeared before me Raymond D. Finizia who, being by me 
first duly sworn, declared that he is the Vice President of P&W 
Industries, Inc. that he signed the foregoing document as Vice 
President of the corporation, and that the statements therein 
contained are true.
                                        Sandra Soderlund 
                                        Notary Public 
                                        (NOTARIAL SEAL)

             STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS
ARTICLES OF AMENDMENT TO THE CHARTER OF
                 PROVIDENCE AND WORCESTER RAILROAD COMPANY

    Pursuant to the provisions of Section 7-1.1-56 of the
General Laws, 1956, as amended, the undersigned corporation adopts 
the following Articles of Amendment to its Charter:

FIRST: The name of the corporation is Providence and Worcester Railroad Company

SECOND:  The shareholders of the corporation on October 2, 1980, 
in the manner prescribed by Chapter 71.1 of the General Laws, 1956, 
as amended, adopted the following amendment(s) to the Charter:
			[Insert Amendment(s)]

RESOLVED:  That Section 4 of the Charter of the Company, as amended 
to date, be and the same hereby is amended to read as follows:
"SEC. 4.  The management of the business and affairs of the 
Corporation shall be vested in a board of directors. The number of 
directors to constitute the board, the manner of election thereof 
and the terms of the directors, and all other matters relating to 
the board, shall be as provided in the bylaws of the Corporation 
from time to time."

THIRD:  The number of shares of the corporation outstanding at the 
time of such adoption was 700; and the number of shares entitled to 
vote thereon was 700. 

FOURTH:  The designation and number of outstanding share of each class 
entitled to vote thereon as a class were as follows:  
(if inapplicable, insert "none")
	CLASS	                      NUMBER OF SHARES
Common Stock, $1.00 par value	          700 

FIFTH:  The number of shares voted for such amendment was 700; and the 
number of shares voted against such amendment was 0.

SIXTH:  The number of shares of each class entitled to vote thereon as a
class voted for and against such amendment, respectively, was: 
(if inapplicable, insert "none")
  	                             NUMBER OF SHARES VOTED
	CLASS                          FOR	AGAINST
Common Stock, $1.00 par value	       700         0

SEVENTH:  The manner, if not set forth in such amendment, in 
which any exchange, reclassification, or cancellation of issued 
shares provided for in the amendment shall be effected, is as 
follows:  (If no change, so state) No change.

EIGHTH:  The manner in which such amendment effects a change in 
the amount of stated capital, and the amount of stated capital as 
changed by such amendment, are as follows:  
(If no change, so state) No change.
Dated: November 25, 1980    
Providence and Worcester Railroad Company
            				BY:   Orville R. Harrold
           				Its:  President AND:
			                      Joseph R. DiStefano
			                Its:  Secretary STATE OF RHODE ISLAND
                                           :  SC. COUNTY OF PROVIDENCE    :

  At Woonsocket in said county on this 25th day of November, 1980, 
personally appeared before me Orville R. Harrold and Joseph R. 
DiStefano who, being by me first duly sworn, declared that they 
are the President and Secretary, respectively of Providence and 
Worcester Railroad Company that they signed the foregoing document 
as President and Secretary of the corporation, and that the statements 
therein contained are true.
                                         Marguerite F. Woods 
                                         Notary Public
                                         (NOTARIAL SEAL)
83-S 349

			Effective May 18, 1983

AN ACT RELATING TO THE EASTERN SECURITIES CORPORATION
It is enacted by the General Assembly as follows: SECTION 1.  

            Section 5 of an act entitled, "An Act
to Incorporate the Eastern Securities Corporation," passed at the 
January session, A.D. 1969, is hereby amended to read as follows:

	"Sec.	5.  Annual meetings of the stockholders of said
corporation shall be held at the time and place specified in the 
by-laws; provided, however, that the first annual meeting of 
stockholders shall be held at the call of a majority of the 
directors for the time being, not later than one (1) year after 
the date of passage of this act.  Stockholders shall be entitled 
to receive not less than ten (10) days notice of the time, place 
and purpose of each meeting of stockholders.

At all meetings of stockholders, annual or special,
and for whatever purpose, each stockholder shall be entitled to one 
(1) vote for every share owned by him, not exceeding one thousand 
(1,000) shares; and twenty (20) votes for every four hundred (400) 
shares more than one thousand (1,000) shares owned by him; 
provided, that no stockholder shall be entitled to vote upon more 
than one-fourth (1/4) part of the whole number of outstanding 
shares, unless as proxy for other stockholders, and any stockholder 
may have a right to vote by proxy duly authorized in writing.  
Provided, however, that the corporation shall have the right to 
create a class or classes of capital stock which shall have no 
voting power.  In each case where for the authorization of any 
corporate action the general laws of this state would otherwise 
require the affirmative vote of the holders of a specified 
portion of the shares of this corporation entitled to vote thereon, 
in lieu thereof, the affirmative vote of the holders of shares 
representing such specified portion of the total voting power of the 
outstanding shares of this corporation shall be required.  If, at any 
time, the directors and stockholders shall vote to split the outstanding 
shares, the voting rights of the capital stock shall be adjusted
by the directors so as to maintain as nearly as may be the relative 
voting power of each stockholder as it was prior to such split.  
This corporation shall have the power to issue stock in stock 
splits, stock dividends and recapitalizations. At all meetings of 
stockholders one-third (1/3) of the outstanding shares shall 
constitute a quorum for all purposes.  Special meetings of the 
stockholders may be called by the president, the board of directors and the 
holders of not less than fifty percent (50%) of the outstanding 
shares.   The corporation shall have the right to create a class or 
classes of capital stock which shall have full, limited or no 
voting power." SECTION 2.  This act shall take effect upon passage.
STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS
	          ARTICLES OF AMENDMENT TO THE CHARTER
                              OF
          	PROVIDENCE AND WORCESTER RAILROAD COMPANY

      Pursuant to the provisions of Section 7-1.1-56 of the
General Laws, 1956, as amended, the undersigned corporation adopts 
the following Articles of Amendment to its Charter: 
FIRST: The name of the corporation is Providence and Worcester Railroad Company

SECOND:  The shareholders of the corporation on July 27, 1983, in the 
manner prescribed by Chapter 71.1 of the General Laws, 1956, as amended, 
adopted the following amendment to the Charter:
                     [Insert Amendment]
	The first sentence of the second paragraph of Section 5 of an 
act entitled, "An Act to Incorporate the Eastern Securities 
Corporation," passed at the January session, A.D. 1969, as 
heretofore amended, is hereby further amended to read as follows:
	"At all meetings of stockholders, annual or special, and for 
whatever purpose, each stockholder shall be entitled to one (1) vote 
for every share owned by him, and any stockholder shall have the right 
to vote by proxy duly authorized in writing."

THIRD:  The number of shares of the corporation outstanding 
at the time of such adoption was 700; and the number of shares 
entitled to vote thereon was 700. 

FOURTH:  The designation and number of outstanding share of each 
class entitled to vote thereon as a class were as follows:  
(if inapplicable, insert "none")
	CLASS			   NUMBER OF SHARES
                             	        None

FIFTH:  The number of shares voted for such amendment was 
700; and the number of shares against such amendment was 0.

SIXTH:  The number of shares of each class entitled to vote thereon as a 
class voted for and against such amendment, respectively, was:  
(if inapplicable, insert "none")
      		NUMBER OF SHARES VOTED   
CLASS             FOR     AGAINST
	                   None
SEVENTH:  The manner, if not set forth in such amendment, in 
which any exchange, reclassification, or cancellation of issued 
shares provided for in the amendment shall be effected, is as 
follows:  (If no change, so state)
None.

EIGHTH:  The manner in which such amendment effects
a change in the amount of stated capital, and the amount of 
stated capital as changed by such amendment, are as follows:  
(If no change, so state) None.
Dated: August 5, 1983	Providence and Worcester Railroad Company
				 BY:   Orville R. Harrold
     		                Its:   President AND: 
                                       Joseph  R. DiStefano
				Its:   Secretary
                                       STATE OF RHODE ISLAND		:
				   :  SC. COUNTY OF PROVIDENCE		:

	At Woonsocket in said county on this 5th day of August, 1983, 
personally appeared before me Orville R. Harrold, who, being by me 
first duly sworn, declared that he is the President of Providence 
and Worcester Railroad Company that he signed the foregoing 
document as President of the corporation, and that the statements 
therein contained are true.
                                Gloria P. Hopkins Notary Public
	                       My commission expires June 30, 1986
                                     (NOTARIAL SEAL)
STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS
	          ARTICLES OF AMENDMENT TO THE CHARTER
                               OF
               PROVIDENCE AND WORCESTER RAILROAD COMPANY

 	Pursuant to the provisions of Section 7-1.1-56 of the General 
Laws, 1956, as amended, the undersigned corporation adopts the 
following Articles of Amendment to its Charter:

FIRST:  The name of the corporation is Providence
and Worcester Railroad Company

SECOND:  The shareholders of the corporation on January 25, 1984, 
in the manner prescribed by Chapter 71.1 of the General Laws, 1956, 
as amended, adopted the following amendment(s) to the Charter:
			[INSERT AMENDMENT(S)]
The act entitled "An Act to Incorporate the Eastern Securities 
Corporation, "passed at the January Session, A.D. 1969, of the 
Rhode Island General Assembly, as heretofore amended, is hereby 
amended to read, in its entirety, as follows:
Section 1.  The name of the corporation is Providence and Worcester 
Railroad Company. 
Section 2.  The period of its duration is perpetual.
Section 3.  Said corporation is formed for the purpose and 
shall have the power to conduct a general railroad business in the 
state of Rhode Island and in all states of the United States; to 
survey, build, own, lease, acquire, mortgage, operate, and maintain 
and sell or otherwise dispose of a line or lines of railroad for the 
purpose of carrying and transporting freight, passengers, baggage, 
mail and express, and to do a general railroad business for hire and 
for toll; to purchase, construct, own, maintain and operate wharves, 
bridges and trestles, and to lay rails and operate railroads thereon; to 
purchase, construct, own, maintain and operate in connection 
therewith ferries, vessels, ships, steamers, barges, docks, slips 
and landings, and discharging places for freight and passenger 
traffic; to purchase, sell, lease, mortgage, hold and operate all 
classes of real estate; and to purchase, sell, mortgage, hold, 
control and operate easements, franchises, roads and rights-of-
way; to construct power plants; to construct and operate common 
carrier pipelines for hire and for toll in the state of Rhode 
Island and in all states of the United States; to buy, own, build, 
maintain, lease and sell, mortgage or otherwise dispose of plants 
for the manufacture and repair of engines, motors, cars, trucks 
and rolling stock of all kinds and machinery and mechanical 
devices of every kind and nature for the furtherance of the 
purposes herein stated; to do, either as principal or agent and 
either alone or through subsidiaries or in connection with other 
persons, firms, associations or corporations, all and everything 
necessary, suitable, convenient or proper for, or in connection 
with, or incident to, the accomplishment of any one or more of [6
purposes herein enumerated or designed directly or indirectly to 
promote the interests of the corporation or to enhance the value 
of its properties; and in general to engage in any lawful act or 
activity for which corporations may now or hereafter be organized 
under the general laws of Rhode Island.  In addition to the 
foregoing, the corporation shall have all powers granted to 
business corporations pursuant to Section 71.1-4 of the General 
Laws, 1956, as amended
Section 4.  The aggregate number of shares which the 
corporation has authority to issue is Seven Hundred Thousand 
(700,000), each share having one dollar ($1.00) par value.
Section 5.  Existing provisions limiting or denying
to shareholders the preemptive right to acquire additional or 
treasury shares of the corporation are: 
Shareholders have no preemptive right to acquire un-
issued or treasury shares of any class or securities convertible 
into shares or carrying a right to subscribe to or acquire shares.
Section 6.  Existing provisions of the charter
for the regulation of the internal affairs of the corporation are:
Pursuant to Section 7-1.1-30.3(2) of the General Laws, 1956, as 
amended, and except for actions pursuant to Sections 7-1.1-67, 7-
1.1-70.1 or 7-1.172 of the General Laws, 1956, as amended, 
whenever the vote of the shareholders at a meeting thereof is 
required or permitted to be taken for and in connection with any 
corporate action, such action may be taken without a meeting by the 
written consent of the shareholders entitled to vote thereon if the 
shareholders who so consent would be entitled to cast at least the 
minimum number of votes which would be required to take such 
action at a meeting at which all shareholders entitled to vote 
thereon are present. Prompt notice of such action shall be given 
to all shareholders who would have been entitled to vote upon the 
action if such meeting were held.
The Board of Directors shall have no power or authority to  amend or 
repeal the corporation's bylaws. 
Section 7.  The provisions of the General Laws of the State of Rhode 
Island (including any general act or acts providing for the organization 
and government of corporations, and specifically chapter 1.1 of title 7 
of the General Laws entitled "Rhode Island Business Corporation Act"), 
as they presently exist or as they may hereafter be enacted or amended 
from time to time, shall be applicable to this corporation, provided, 
however, that in the event of inconsistency between the provisions of 
the act entitled "An Act to Incorporate the Eastern Securities 
Corporation," passed at the January Session, A.D. 1969, of the 
Rhode Island General Assembly, as amended (the "Act"), and the 
provisions of any other acts or parts of acts, public or private, 
the provisions of the Act shall prevail.

THIRD:  The number of shares of the corporation outstanding at the time 
of such adoption was 700; and the number of shares entitled to vote 
thereon was 700. 

FOURTH:  The designation and number of outstanding
share of each class entitled to vote thereon as a class were as 
follows:  (if inapplicable, insert "none") 
CLASS				   NUMBER OF SHARES
                                	None

FIFTH:  The number of shares voted for such amendment was 700; 
and the number of shares against such amendment was 0.

SIXTH:  The number of shares of each class entitled to vote 
thereon as a class voted for and against such amendment, 
respectively, was:  (if inapplicable, insert "none")
	          		NUMBER OF SHARES VOTED
CLASS			          FOR   AGAINST
                                         None
SEVENTH:  The manner, if not set forth in such amendment, in 
which any exchange, reclassification, or cancellation of issued 
shares provided for in the amendment shall be effected, is as 
follows:  (If no change, so state)
No Change.

EIGHTH:  The manner in which such amendment effects
a change in the amount of stated capital, and the amount of 
stated capital as changed by such amendment, are as follows:  (If 
no change, so state) No change.
Dated: January 25, 1984     Providence and Worcester Railroad Company
                       			BY:  Orville R. Harrold
					Its: President AND:
				             Joseph R. DiStefano
                  			Its: Secretary
                                             STATE OF RHODE ISLAND	
              	                           :  SC.COUNTY OF PROVIDENCE	

	At Woonsocket in said county on this 25th day of January, 1984, 
personally appeared before me Orville R. Harrold, who, being by me 
first duly sworn, declared that he is the President of Providence 
and Worcester Railroad Company that he signed the foregoing 
document as President of the corporation, and that the statements 
therein contained are true.
                                            Edwin G. Torrance 
                                             Notary Public
                                            (NOTARIAL SEAL)
STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS
                 ARTICLES OF AMENDMENT TO THE CHARTER
                               OF
               PROVIDENCE AND WORCESTER RAILROAD COMPANY

	Pursuant to the provisions of Section 7-1.1-56 of the General 
Laws, 1956, as amended, the undersigned corporation adopts the 
following Articles of Amendment to its Charter:

FIRST:  The name of the corporation is Providence and Worcester Railroad 
Company

SECOND:  The shareholders of the corporation on October 27, 1987, in the 
manner prescribed by Chapter 71.1 of the General Laws, 1956, as amended, 
adopted the following amendment(s) to the Charter:
                    [INSERT AMENDMENT]
       CHARTER OF PROVIDENCE AND WORCESTER RAILROAD COMPANY 
   The act entitled "An Act to Incorporate the Eastern Securities Corporation,
" passed at the January Session, A.D. 1969, of the Rhode Island General 
Assembly, as heretofore amended, is hereby amended to read, in its entirety, 
as follows:

Section 1.  The name of the corporation is Providence and Worcester 
Railroad Company. 

Section 2.  The period of its duration is perpetual.

Section 3.  Said corporation is formed for the purpose and 
shall have the power to conduct a general railroad business in the 
State of Rhode Island and in all states of the United States; to 
survey, build, own, lease, acquire, mortgage, operate, and 
maintain and sell or otherwise dispose of a line or lines of 
railroad for the purpose of carrying and transporting freight, 
passengers, baggage, mail and express, and to do a general 
railroad business for hire and for toll; to purchase, construct, 
own, maintain and operate wharves, bridges and trestles, and to 
lay rails and operate railroads thereon; to purchase, construct,
own, maintain and operate in connection therewith ferries, 
vessels, ships, steamers, barges, docks, slips and landings, and 
discharging places for freight and passenger traffic; to purchase, 
sell, lease, mortgage, hold and operate all classes of real 
estate; and to purchase, sell, mortgage, hold, control, and 
operate easements, franchises, roads and rights-of-way; to 
construct power plants; to construct and operate common carrier 
pipelines for hire and for toll in the state of Rhode Island and 
in all states of the United States; to buy, own, build, maintain, 
lease and sell, mortgage or otherwise dispose of plants for the 
manufacture and repair of engines, motors, cars, trucks and 
rolling stock of all kinds and machinery and mechanical devices of 
every kind and nature for the furtherance of the purposes herein 
stated; to do, either as principal or agent and either alone or
through subsidiaries or in connection with other persons, firms, 
associations or corporations, all and everything necessary , 
suitable, convenient or proper for, or in connection with, or 
incident to, the accomplishment of any one or more of the purposes 
herein enumerated or designed directly or indirectly to promote 
the interests of the corporation or to enhance the value of its 
properties; and in general to engage in any lawful act or activity
for which corporations may now or hereafter be organized under the 
general laws of Rhode Island.  In addition to the foregoing, the 
corporation shall have all powers granted to business corporations 
pursuant to Section 71.1-4 of the General Laws, 1956, as amended

Section 4.  The aggregate number of shares which the 
corporation has authority to issue is 3,104,904 of which 2,069,936 
shares thereof, pursuant to the authority granted to the 
corporation by the last sentence of Section 1 of that certain act 
passed at the January, 1983, Session of the Rhode Island General 
Assembly and entitled "An Act Relating To The Eastern Securities 
Corporation", shall be designated as Common Stock, shall have a 
par value of $.50 each, and shall have the powers and rights, and 
the qualifications, limitations and restrictions thereof, as set 
forth below, and 1,034,968 shares thereof shall be designated as 
Preferred Stock, shall have a par value of $.50 each, and shall 
have the powers, preferences and rights, and the qualifications, 
limitations and restrictions thereof, as set forth below:
	(a)  Voting Rights
	(i)  The holders of the Common Stock shall be entitled to one 
vote for each share thereof held by them in the election of one-
third (1/3) of the board of directors of the corporation proposed 
to be elected at any meeting of shareholders held for that purpose 
(or the nearest larger whole number, if such fraction is not a whole 
number), voting separately as a class, and the holders of the Preferred 
Stock shall be entitled to one vote for each share held by them in the 
election of the balance of the board of directors proposed to be elected 
at any such meeting, voting separately as a class.  The holders of the 
Common Stock and the holders of the Preferred Stock shall be entitled to 
one vote per share, voting as separate classes and not together, upon all 
other matters presented to the shareholders for their approval.

 (ii)  A director may be removed, with or without cause, only by a vote of 
the holders of a majority of the then outstanding shares of the class of 
capital stock of the corporation which elected such director. If, during 
the interval between annual meetings of shareholders for the election of 
directors, the number of directors who have been elected by the holders of 
a class of capital stock of the corporation shall, by reason of resignation, 
death or removal, be reduced, the vacancy or vacancies resulting therefrom 
may be filled by a majority vote of the remaining directors then in office 
and elected by the holders of such class of stock.  Any director elected to 
fill any such vacancy as herein provided shall hold office only until the 
next succeeding meeting of the shareholders called for the election of 
directors, and any director so elected to fill any vacancy may be removed 
from office, with or without cause, only by vote of the holders of a 
majority of the shares of the class of capital stock of the 
corporation which elected such director's predecessor in office.
	(iii)   Pursuant to Section 7-1.1-30.3(2) of the General Laws, 
1956, as amended, and except for actions pursuant to Sections 7-
1.1-67, 7-1.1-70.1 or 7-1.1-72 of the General Laws, 1956, as 
amended, whenever the vote of the shareholders at a meeting 
thereof is required or permitted to be taken for an in connection 
with any corporate action, such action may be taken without a 
meeting by the written consent of the shareholders entitled to 
vote thereon if the shareholders who so consent would be entitled 
to cast at least the minimum number of votes which would be 
required to take such action at a meeting at which all 
shareholders entitled to vote thereon are present. Prompt notice
of such action shall be given to all shareholders who would have 
been entitled to vote upon the action if such meeting were held.
	(iv)  The shareholders shall have the sole power and authority 
to amend or repeal the corporation's bylaws, and the board of 
directors shall have no power or authority with respect thereto.
	(b)  Dividend Rights
The holders of the shares of Preferred Stock shall
be entitled to receive cash dividends at the rate of $.05 per 
share per annum, and no more, out of funds at the time legally 
available for payment of dividends, but only when and as declared 
by the board of directors.  Dividends of the Preferred Stock shall 
not cumulate from year to year, but shall in any calendar year be 
paid in the amount specified above prior to the payment of any 
dividend on Common Stock in such calendar year.  Thereafter, the 
holders of the shares of Common Stock shall be entitled to receive 
in such calendar year dividends, out of funds at the time legally 
available for payment of dividends, when and as declared by the board 
of directors; provided, however, that in the case of dividends or other 
distributions payable in stock of the corporation, including distributions 
pursuant to stock split-ups or divisions of stock of the corporation, only 
shares of Common Stock shall be distributed with respect to Common Stock.  
The board of directors may,  in its discretion, but subject to the 
foregoing provisions, declare and pay dividends in respect of 
shares of Preferred Stock without the concurrent or subsequent 
declaration or payment of an equal dividend, or any dividend, in 
respect of the shares of Common stock.
	(c)  Liquidation Rights
   In the event of the liquidation, dissolution or
winding up of the corporation, whether voluntary or involuntary, 
the holders of the Preferred Stock and the holders of the Common 
Stock shall be entitled to share, ratably, share for share, in all 
assets of the corporation remaining after the satisfaction or the 
provision for the satisfaction of all liabilities of the 
corporation, provided, that the right of the shares of Common 
Stock to share in such assets of the corporation shall be subject 
to appropriate and equitable adjustment by the board of directors, 
in its discretion, in the event of any reclassification or change 
in the number of, or any division, combination, stock split, stock 
dividend payable or similar event with respect to the, Common 
Stock.  A reorganization, consolidation or merger of the 
corporation (in whatever manner effected, including the sale or 
transfer of its assets) shall not be regarded as a voluntary 
reorganization, dissolution or winding up of the corporation.
	(d)  Conversion Rights
  (i) Each share of Preferred Stock may at any
time be converted, at the option of the holder thereof, into one 
fully paid and nonassessable share of Common Stock.  The number of 
shares of Common Stock into which each share of Preferred Stock 
may be converted shall be subject to appropriate and equitable 
adjustment by the board of directors, in its discretion, in the 
event of any reclassification or change in the number of, or any 
division, combination, stock split, stock dividend payable or 
similar event with respect to, the Common Stock. Such right may be 
exercised by the surrender of the certificate representing such 
share of Preferred Stock to be so converted at the office of the 
transfer agent for the Common Stock of the corporation (the 
"Transfer Agent") during normal business hours, accompanied by a 
ten notice of the election by the holder thereof to convert, 
together with funds in the amount of any applicable transfer tax 
which is payable as hereinafter provided in subsection (iv), and 
(if so required by the corporation or the Transfer Agent) an
instrument of transfer in form satisfactory to the corporation and 
to the Transfer Agent, duly executed by such holder or his or her 
duly authorized attorney.
	(ii)  As promptly as practicable after the
surrender for conversion of a certificate representing a share 
or shares of Preferred Stock in the manner provided in the foregoing 
subsection, and the payment in cash of any amount required by the 
provisions of such subsection, the corporation will deliver or cause 
to be delivered at the office of the Transfer Agent, to or upon the 
written order of the registered holder of the certificate so surrendered, 
certificate(s) representing the number of fully paid and nonassessable 
shares of Common Stock issuable upon such conversion, registered in such 
name(s) as such holder may direct. Such conversion shall be deemed 
to have been made immediately prior to the close of business on 
the date of the surrender of the certificate representing shares 
of Preferred Stock, and all rights of the holder of such shares of 
Preferred Stock as such holder shall terminate at such time, and 
the person(s) in whose name(s) the certificate(s) representing the 
shares of Common Stock are to be issued pursuant to such 
conversion shall be treated for all purposes as having
become at such time the record holder(s) of such shares of Common 
Stock; provided, however, that if a share of Preferred Stock shall 
be converted subsequent to the record date for the payment of a 
dividend or other distribution on shares of Preferred Stock but 
prior to such payment or distribution, the registered holder of 
such share, at the close of business on such record date, shall be 
entitled to receive the dividend or other distribution payable on 
such share in the manner and to the extent that such holder would 
have been entitled to receive such dividend or other distribution 
in the absence of such conversion, and that any such surrender on 
any date when the stock transfer books of the corporation shall be 
closed shall constitute the person(s) in whose name(s) the 
certificate(s) representing shares of Common Stock are to be 
issued as the record holder(s) thereof for all purposes 
immediately prior to the close of business on the next succeeding 
day on which such transfer books are open. 
(iii)  The corporation covenants that it will at all
times reserve and keep available, solely for the purpose of issue 
upon conversion of the outstanding shares of Preferred Stock, such 
number of shares of Common Stock as shall be issuable upon the 
conversion of all such outstanding shares of Preferred Stock, 
provided, that nothing contained herein shall be construed to 
preclude the corporation from satisfying its obligations in 
respect of the conversion of the outstanding shares of Preferred 
Stock by delivery of shares of Common Stock which may at the time 
be held in the treasury of the corporation.  The corporation 
covenants that if any shares of Common Stock required to be 
reserved for purposes of conversion hereunder require registration 
with or approval of any governmental authority under any federal 
or state law before such shares of Common Stock may be issued upon 
conversion, the corporation will use its best efforts to cause 
such shares to be duly registered or approved, as the case may be.  
The corporation will also use its best efforts to list the shares 
of Common Stock required to be delivered upon conversion of 
Preferred Stock prior to such delivery upon each national securities 
exchange on which the outstanding Common Stock is listed at the time 
of such delivery.  The corporation covenants that all shares of Common 
Stock which shall be issued upon conversion of shares of Preferred Stock 
will, upon issue, be fully paid and nonassessable and not subject to any 
preemptive rights.
	(iv)  The issuance of certificates for shares of Common Stock 
upon conversion of shares of Preferred stock as hereinabove 
provided shall be made without charge for any stamps or any 
similar tax with respect to such issuance; provided, that if any
such certificate is to be issued in a name other than that of the 
holder(s) of the share(s) of Preferred Stock converted, the 
person(s) requesting the issuance thereof shall pay to the 
corporation the amount of any tax which may be payable in respect 
of any transfer involved in such issuance, or shall establish to 
the satisfaction of the corporation that such tax has been paid.
  (v)  Shares of Preferred Stock converted as provided in the foregoing 
provisions shall be canceled and shall not be reissued.
	 (e)  Redemption by Corporation
  (i)  The corporation may, at any time prior to
December 31, 1990, redeem all or any part of the shares of any 
class of capital stock at the time outstanding at a price equal to 
the par value of the shares so redeemed, together in each case 
with the amount of any declared and unpaid dividends to the 
redemption date. 
  (ii)  Notice of every such redemption shall be
mailed, postage prepaid, to the holders of record of the capital 
stock to be redeemed at their respective addresses then appearing 
on the books of the corporation, not less than thirty (30) days 
nor more than sixty (60) days prior to the date fixed for such 
redemption.  At any time before or after notice has been given as 
above provided, the corporation may deposit the aggregate 
redemption price of the shares of capital stock to be redeemed 
with any bank or trust company  named in such notice and having 
capital and surplus of more than Five Million Dollars 
($5,000,000), with directions that the same be paid to the 
respective holders of the shares of capital stock so to be 
redeemed, on surrender of the stock certificate or certificates 
therefor held by such holders, and after such notice shall have 
been given and such deposit shall have been made, such holders 
shall have no interest in or claim against the corporation or 
other rights with respect to such shares except the right to 
receive the redemption price therefor from such bank or trust 
company without interest, provided, that if shares of Preferred 
Stock shall be noticed for redemption as provided herein, the 
holders of any such shares may, within the period of sixty (60) 
days next following the giving of such notice in the manner 
provided herein, exercise their rights to convert such shares into 
shares of Common Stock in the manner provided in subsection (d), 
above, whereupon the notice of redemption provided for herein 
shall be deemed inapplicable to the shares of Preferred Stock 
which are the subject of any exercises.  The corporation may at 
any time withdraw from such bank or trust company with whom the 
aggregate redemption price may have been deposited as provided herein 
an amount equal to the aggregate redemption price for all shares of 
Preferred Stock which shall, subsequent to the notice of redemption 
provided for herein, have been converted into Common Stock as provided herein.
  (iii)  In case less than all of the outstanding
shares of capital stock of any class are to be redeemed, the 
corporation shall select the shares of such class so to be 
redeemed in such manner as the corporation's board of directors 
may in its sole discretion deem fair and equitable, which may 
include provisions for pro rata selection or selections by lot, 
provided, that at the option of the board of directors shares held 
by the holders in each case of less than one hundred (100) shares 
of the class of capital stock to be redeemed may be redeemed in 
whole, upon selection by lot in such manner as shall be prescribed 
by the board of directors, prior to the selection of additional 
shares to be redeemed.
  (iv)  If the holders of shares of capital stock
which shall have been noticed for redemption as provided herein 
shall not, within ten (10) years after the deposit provided for 
above, claim the amount deposited for the redemption of such
shares, the bank or trust company holding such deposit shall, 
upon demand, pay over to the corporation such unclaimed
amounts, together with any interest accrued thereon, and 
thereupon such bank or trust company and the corporation shall be 
relieved of all further responsibility in respect thereof and to 
such holders. 
   (v)	Any shares of Preferred Stock which are
redeemed by the corporation pursuant to the provisions of this 
subsection (e) or are otherwise acquired by the corporation shall 
be canceled and shall not be reissued.  Any shares of Common Stock 
which are redeemed by the corporation pursuant to the provisions 
of this subsection (e) shall assume the status of authorized and 
unissued shares of Common stock.

Section 5.  Except as elsewhere in this charter
specifically provided, shareholders shall have no preemptive right 
to acquire unissued or treasury shares of any class or securities 
convertible into shares or carrying a right to subscribe to or 
acquire shares. 

Section 6.  (a)  A director of the corporation shall
not be personally liable to the corporation or its stockholders 
for monetary damages for breach of the director's duty as a 
director, except for (i) liability for any breach of the 
director's duty of loyalty to the corporation or its stockholders, 
(ii) liability for acts or omissions not in good faith or which 
involve intentional misconduct or a knowing violation of law, 
(iii) liability imposed pursuant to the provisions of Section 43 
of the Rhode Island Business Corporation Act, as amended, (iv) 
liability under Section 16(b) of the Securities Exchange Act of 
1934, as amended (the "Exchange Act"), or (v) liability for any 
transaction from which the director derived an improper personal 
benefit (unless said transaction is permitted by Section 37.1 of 
the Rhode Island Business Corporation Act, as amended).  If the 
Rhode Island Business Corporation Act is amended to authorize 
corporate action further eliminating or limiting the personal 
liability of directors, then the liability of a director of the 
corporation shall be eliminated or limited to the fullest extent 
permitted by the Rhode Island Business Corporation Act, as so 
amended.  Any repeal or modification of the provisions of this 
Section 6 by the corporation shall not adversely affect any right 
or protection of a director of the corporation existing at the 
time of such repeal or modification.

(b)  The board of directors of the corporation
may authorize agreements to be entered into with each director for 
the purpose of indemnifying such director in the manner and to the 
extent permitted by Section 4.1 of the Rhode Island Business
Corporation Act, as amended.

(c)  In addition to the authority conferred upon
the board of directors of the corporation by subsection (b), 
above, the board of directors of the corporation may authorize 
agreements to be entered into with each director for the purpose 
of indemnifying such director in the manner and to the extent 
provided herein:
	(i)  The agreements authorized hereby may provide that the 
corporation shall, subject to the provisions of this section, pay, 
on behalf of a director with whom the same is entered into, any 
Loss or Expenses arising from any claim or claims which are made 
against the director (whether individually or jointly with other 
directors) by reason of any Covered Act of or by the director in 
his or her capacity as a director of the corporation.
        (ii)  For the purpose of this section, when used herein
	(1)  "Loss" means any amount which a director is 
legally obligated to pay for any claim for Covered Acts and shall
include, without being limited to, damages, settlements, fines, 
penalties or, with respect to employee benefit plans, excise 
taxes, and expenses incurred in connection with the defense 
against any such claim including, without being limited to, legal, 
accounting or investigative fees and expenses; and
 	(2)  "Expenses" means any expenses incurred in 
connection with the defense against any claim for Covered Acts, 
including, without being limited to, legal, accounting or 
investigative fees and expenses; and
	(3)  "Covered Act" means any breach of duty, 
neglect, error, misstatement, misleading statement, omission or 
other act wrongfully done or attempted by a director so alleged by 
any claimant against the director solely by reason of his or her 
being a director of the corporation.
	(iii)  The agreements may cover Loss or Expenses arising 
from any claims against the estate, heirs or legal representatives 
of a deceased director who was a director at the time the Covered 
Act upon which such claims are based was committed, and the legal 
representatives of a director or officer in the event of the 
director's incompetence, insolvency or bankruptcy.
        (iv)  Any agreement authorized hereby may
provide for the advancement of Expenses to a director prior to the 
final disposition of any action, suit or proceeding, or any appeal 
therefrom, involving such director and based on the alleged commission 
by such director of a Covered Act, subject to an undertaking by or on 
behalf of such director to repay same to the corporation if the Covered Act 
involves a claim for which indemnification is not permitted under 
clause (v), below, and the final disposition of such action, suit, 
proceeding or appeal results in an adjudication adverse to such 
director. 
       (v)  The agreements authorized hereby may not
indemnify a director from and against any Loss, and the 
corporation shall not reimburse for any Expenses, in connection 
with any claim or claims made against a director:  (A) for any 
breach of the director's duty of loyalty to the corporation or its 
stockholders; (B) for acts or omissions not in good faith or which 
involve intentional misconduct or knowing 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 
Section 37.1 of the Rhode Island Business Corporation Act, as amended).
       (vi)  The agreements authorized hereby may
contain such other terms and conditions, consistent with the 
provisions of this section, as the board of directors determines 
to be necessary or desirable. 
Section	7.  The provisions of the General Laws of
the State of Rhode Island (including any general act or acts 
providing for the organization and government of corporations, and 
specifically chapter 1.1 of title 7 of the General Laws entitled 
"Rhode Island Business Corporation Act"), as they presently exist 
or as they may hereafter be enacted or amended from time to time, 
shall be applicable to this corporation, provided, however, that in 
the event of inconsistency between the provisions of the act entitled 
"An Act to Incorporate the Eastern Securities Corporation," passed at 
the January Session, A.D. 1969, of the Rhode Island General Assembly, 
as amended (the "Act"), and the provisions of any other acts or parts 
of acts, public or private, the provisions of the Act shall prevail.
THIRD:  The number of shares of the corporation outstanding at 
the time of such adoption was 700,000; and the number of shares 
entitled to vote thereon was 700,000

FOURTH:  The designation and number of outstanding share of 
each class entitled to vote thereon as a class were as follows:  
(if inapplicable, insert "none") 
CLASS	                                 NUMBER OF SHARES
Common Stock, $1.00 par value		      700,000

FIFTH:  The number of shares voted for such amendment was 
700,000; and the number of shares against such amendment was 0.

SIXTH:  The number of shares of each class entitled to vote 
thereon as a class voted for and against such amendment, 
respectively, was:  (if inapplicable, insert "none")
				NUMBER OF SHARES VOTED   
CLASS                            FOR	  AGAINST
Common Stock, $1.00 par value	700,000      0

SEVENTH:  The manner, if not set forth in such amendment, in 
which any exchange, reclassification, or cancellation of issued 
shares provided for in the amendment shall be effected, is as 
follows:  (If no change, so state)
No change.

EIGHTH:  The manner in which such amendment effects
a change in the amount of stated capital, and the amount of stated 
capital as changed by such amendment, are as follows:  
(If no change, so state)
No change.

Dated: October 27, 1987    Providence and Worcester Railroad Company
                               	BY:   Orville R. Harrold
	                        Its:  President AND: 
                                      Joseph  R. DiStefano
                                Its:  Secretary
                                      STATE OF RHODE ISLAND
                                   :  SC. COUNTY OF PROVIDENCE	:

	At Providence in said county on this 27th day of October, 1987, 
personally appeared before me Orville R. Harrold, who, being by me 
first duly sworn, declared that he is the President of Providence 
and Worcester Railroad Company that he signed the foregoing document as 
President of the corporation, and that the statements therein contained 
are true.
                                Edwin G. Torrance Notary Public
                                        (NOTARIAL SEAL)
STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS
                   ARTICLES OF AMENDMENT TO THE CHARTER OF
                  PROVIDENCE AND WORCESTER RAILROAD COMPANY 

  Pursuant to the provisions of Section 7-1.1-56 of
the General Laws, 1956, as amended, the undersigned corporation 
adopts the following Articles of Amendment to its Charter:

FIRST: The name of the corporation is Providence and Worcester Railroad Company

SECOND:  The shareholders of the corporation on October 28, 1987, in the 
manner prescribed by Chapter 71.1 of the General Laws, 1956, as amended, 
approved the merger of the corporation with P&W Acquisitions, Inc., a 
Rhode Island corporation. Articles of Merger were filed with the Secretary 
of State on December 30, 1987, to be effective at 12:02 AM on January 1, 1988.
	Pursuant to Paragraph 13(c) of Part III of the Master 
Agreement which was filed with the Articles of Merger, the first 
paragraph of Section 4 of the Corporation's charter was deemed to 
be amended as of the effective time of the merger so that the same 
shall, as amended, read as follows:
	"Section	4.  The aggregate number of shares which
the corporation has authority to issue is 3,079,625 of which 
2,069,936 shares thereof, pursuant to the authority granted to the 
corporation by the last sentence of Section 1 of that certain act 
passed at the January, 1983, Session of the Rhode Island General 
Assembly  and entitled "An Act Relating To The Eastern Securities 
Corporation", shall be designated as Common Stock, shall have a 
par value of $.50 each, and shall have the powers and rights, and 
the qualifications, limitations and restrictions thereof, as set 
forth below, and 1,009,689 shares thereof shall be designated as 
Preferred Stock, shall have a par value of $.50 each, and shall 
have the powers, preferences and rights, and the qualifications, 
limitations and restrictions thereof, as set forth below:"
THIRD:  The number of shares of the corporation outstanding at the 
time of such adoption was 2,069,936; and the number of shares 
entitled to vote thereon was 2,069,936

FOURTH:  The designation and number of outstanding share of 
each class entitled to vote thereon as a class were as follows:  
(if in applicable, insert "none") 
CLASS	                               NUMBER OF SHARES
Common Stock, $.50 par value	          1,034,968
Preferred Stock, $.50 par value           1,034,968

FIFTH:  The number of shares voted for such amendment was 
2,069,936; and the number of shares against such amendment was 0.

SIXTH:  The number of shares of each class entitled to vote 
thereon as a class voted for and against such amendment, 
respectively, was:  (if inapplicable, insert "none")
                              				NUMBER OF SHARES VOTED
CLASS
                                      FOR	    AGAINST
Common Stock, $.50 par value   	   1,034,968           0
Preferred Stock, $.50 par value	   1,034,968           0

SEVENTH:  The manner, if not set forth in such amendment, in 
which any exchange, reclassification, or cancellation of issued 
shares provided for in the amendment shall be effected, is as 
follows:  (If no change, so state)
Set forth in Paragraph 13 of Part III of the Master Agreement 
referred to in Article SECOND, above.

EIGHTH:  The manner in which such amendment
effects a change in the amount of stated capital, and the amount of 
stated capital as changed by such 
amendment, are as follows:  (If no change, so state) The amendment 
changed the stated capital of the corporation to $1,009,689, such 
amount representing the aggregate par value of all of the issued 
and outstanding capital stock of the corporation.
                                      Dated: January 13, 1988    
               Providence and Worcester Railroad Company
                                  BY:  Orville R. Harrold
                                  Its  President
                                  AND: Heidi J. Eddins
                                  Its  Secretary 
                                COMMONWEALTH OF MASSACHUSETTS	:
			             :  SC.COUNTY OF WORCESTER		

	At Worcester in said county on this 13th day of January, 1988, 
personally appeared before me Orville R. Harrold, who, being by me 
first duly sworn, declared that he is the President of Providence 
and Worcester Railroad Company that he signed the foregoing 
document as President of the corporation, and that the statements 
therein contained are true.
                                         Joyce S. Bentley 
                                         Notary Public
	                                 My commission expires 4/24/92
                                         (NOTARIAL SEAL)
STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS
                 ARTICLES OF AMENDMENT TO THE CHARTER OF
                PROVIDENCE AND WORCESTER RAILROAD COMPANY

   Pursuant to the provisions of Section 7-1.1-56 of the
General Laws, 1956, as amended, the undersigned corporation adopts 
the following Articles of Amendment to its Charter:

FIRST: The name of the corporation is Providence and Worcester Railroad Company

SECOND:  The shareholders of the corporation on July 27, 1988, 
in the manner prescribed by Chapter 71.1 of the General Laws, 1956, 
as amended, adopted the following amendment(s) to the Charter:
				[Insert Amendment(s)]
(i) by increasing the aggregate number of shares
which the Company has authority to issue to 3,208,404, of which 
2,173,436 shares shall be Common Stock and 1,034,968 shares shall 
be Preferred Stock, such Common Stock and Preferred stock to have the
par values and the respective powers, preferences and rights and 
the respective qualifications, limitations and restrictions  thereof, 
as otherwise set forth in said Section 4, as amended; and
(ii) by deleting in its entirety subsection (e) thereof.

THIRD:  The number of shares of the corporation outstanding at the 
time of such adoption was 2,019,378; and the number of shares 
entitled to vote thereon was 2,019,378

FOURTH:  The designation and number of outstanding shares of 
each class entitled to vote thereon as a class were as follows:  
(if inapplicable, insert "none")
	CLASS	                        NUMBER OF SHARES
Common Stock, $.50 par value                1,009,689
Preferred Stock, $.50 par value             1,009,689

FIFTH:  The number of shares voted for such amendment was 
1,046,492; and the number of shares against such amendment was 0.

SIXTH:  The number of shares of each class entitled to vote 
thereon as a class voted for and against such amendment, 
respectively, was:  (if inapplicable, insert "none")
				NUMBER OF SHARES VOTED
	CLASS	                               FOR      AGAINST
Common Stock, $.50 par value   	     523,246      0
Preferred Stock, $.50 par value	     523,426      0

SEVENTH:  The manner, if not set forth in such amendment, in 
which any exchange, reclassification, or cancellation of issued 
shares provided for in the amendment shall be effected, is as follows:  
(If no change, so state)
No change.
EIGHTH:  The manner in which such amendment effects
a change in the amount of stated capital, and the amount of 
stated capital as changed by such amendment, are as follows:  
(If no change, so state) 
No change.

Dated: July 27, 1988	Providence and Worcester Railroad Company
                            	   	BY:  Orville R. Harrold
	                                Its  President
	                                AND: Heidi J. Eddins
                                 Its  Secretary 
                                      COMMONWEALTH OF MASSACHUSETTS	:
	               	 	                 :  SC.COUNTY OF WORCESTER	

	At Boston in said county on this 27th day of July, 1988, 
personally appeared before me Orville R. Harrold, who, being by me 
first duly sworn, declared that he is the President of Providence 
and Worcester Railroad Company that he signed the foregoing 
document as President of the corporation, and that the statements 
therein contained are true.
                                        Susan M. L. Young 
                                        Notary Public
                                      		My commission expires 3/4/1994
                                        (NOTARIAL SEAL)
STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS
                ARTICLES OF AMENDMENT TO THE CHARTER OF
               PROVIDENCE AND WORCESTER RAILROAD COMPANY 

  Pursuant to the provisions of Section 7-1.1-56 of
the General Laws, 1956, as amended, the undersigned corporation 
adopts the following Articles of Amendment to its Charter:
FIRST: The name of the corporation is Providence and Worcester Railroad Company

SECOND:  The shareholders of the corporation on April 28, 1993, 
in the manner prescribed by Chapter 71.1 of the General Laws, 
1956, as amended, adopted the following amendment(s) to the 
Charter:
			[Insert Amendment(s)]
Section 4 of the Charter of the Company be amended by adding a new 
paragraph at the end thereof, reading as follows:
"The Board of Directors may, at any time and from time to time, 
authorize the execution by the chairman or the president and the 
secretary or any assistant secretary of the Company and the filing 
with the Rhode Island Secretary of State of articles of amendment 
of the charter of the Company evidencing an increase in the 
authorized shares of Common Stock of the Company over and above 
the number of such shares authorized as provided above, provided, 
that no such articles of amendment shall provide for authorized 
shares of Common Stock in excess of a total of 30,000,000 shares.  
Until such articles of amendments are executed and filed as herein 
provided, the number of shares of Common Stock of the Company 
authorized by the Charter shall be deemed to be limited to the 
number specified in the latest amendment relating thereto filed 
with the Rhode Island Secretary of State."

THIRD:  The number of shares of the corporation outstanding at the 
time of such adoption was 2,024,217; and the number of shares 
entitled to vote thereon was 2,024,217.

FOURTH:  The designation and number of outstanding share of 
each class entitled to vote thereon as a class were as follows:  
(if in applicable, insert "none")
        CLASS                           NUMBER OF SHARES
        Common                             1,378,019
        Preferred                            646,198

FIFTH:  The number of shares voted for such amendment was 
1,585,464; and the number of shares against such amendment was 90,272.

SIXTH:  The number of shares of each class entitled to vote 
thereon as a class voted for and against such amendment, 
respectively, was:  (if inapplicable, insert "none")
                                      NUMBER OF SHARES VOTED
CLASS                                     FOR       AGAINST
Common			               1,054,416     86,863
Preferred                                531,048      3,409

SEVENTH:  The manner, if not set forth in such amendment, in 
which any exchange, reclassification, or cancellation of issued 
shares provided for in the amendment shall be effected, is as 
follows:  (If no change, so state)
No change.

EIGHTH:  The manner in which such amendment effects a change
 in the amount of stated capital, and the amount of stated 
capital as changed by such amendment, are as follows:  
(If no change, so state) No change.

Dated: May 19, 1993    Providence and Worcester Railroad Company
                                        BY:  Orville R. Harrold
  	                               Its:  President AND:
                                             Heidi J. Eddins
                                       Its:  Secretary 
                                             STATE OF MASSACHUSETTS 
                                          :  SC. COUNTY OF WORCESTER  

At Worcester, MA in said county on this 19th day
of May, 1993, personally appeared before me Orville R. Harrold, 
who, being by me first duly sworn, declared that he is the 
President of Providence and Worcester Railroad Company that he 
signed the foregoing document as President of the corporation, and 
that the statements therein contained are true.
                                      Joyce S. Brown 
                                      Notary Public
                                      My commission expires 4/1/1999
                                      (NOTARIAL SEAL)

           	STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS
                    OFFICE OF THE SECRETARY OF STATE 
                        CERTIFICATE OF AMENDMENT

  TO ARTICLES OF INCORPORATION OF PROVIDENCE AND WORCESTER RAILROAD COMPANY
I, Jane Berthiaume, Acting Deputy Secretary of State, hereby 
certify that duplicate originals of Articles of Amendment to the Articles of
Incorporation of Providence and Worcester Railroad Company duly signed and 
verified pursuant to the provisions of Chapter 7-1.1 of the General Laws, 
1956, as amended, have been received in this office and are found 
to conform to law and that the foregoing if a duplicate original 
of the Articles of Amendment.
             Witness my hand and the seal of the State of Rhode Island 
                         this 21st day of May 1993.
                                             Jane Berthiaume
       	                                     Acting Deputy    
                                             Secretary of State
STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS
                   ARTICLES OF AMENDMENT TO THE CHARTER OF
       	          PROVIDENCE AND WORCESTER RAILROAD COMPANY 
  Pursuant to the provisions of Section 7-1.1-56 of
the General Laws, 1956, as amended, the undersigned corporation 
adopts the following Articles of Amendment to its Charter:

FIRST: The name of the corporation is Providence and Worcester Railroad Company

SECOND:  The shareholders of the corporation on April 28, 1993, 
in the manner prescribed by Chapter 71.1 of the General Laws, 
1956, as amended, adopted the following amendment(s) to the Charter:
			[Insert Amendment(s)]
Section 4 of the charter of the Company be amended by adding a new 
paragraph at the end thereof, reading as follows:
"The Board of Directors may, at any time and from time to time, 
authorize the execution by the chairman or the president and the 
secretary or any assistant secretary of the Company and the filing 
with the Rhode Island Secretary of State of articles of amendment 
of the charter of the Company evidencing an increase in the 
authorized shares of Common Stock of the Company over and above 
the number of such shares authorized as provided above, provided, 
that no such articles of amendment shall provide for authorized 
shares of Common Stock in excess of a total of 30,000,000 shares.  
Until such articles of amendments are executed and filed as herein 
provided, the number of shares of Common stock of the Company 
authorized by the charter shall be deemed to be limited to the number 
specified in the latest amendment relating thereto filed with the 
Rhode Island Secretary of State."
On April 28, 1993, the Board of Directors of the Company, 
pursuant to the authority granted to such Board under said 
Section 4 of the charter of the Company, as amended as provided 
above, authorized the execution and filing of a further amendment 
of Section 4 of the Company's charter, increasing the number of 
shares of Common Stock which the Company has authority to issue to by 
100,000 shares, to 2,273,436 shares.

THIRD:  The number of shares of the corporation outstanding at the 
time of such adoption was 2,024,217; and the number of shares 
entitled to vote thereon was 2,024,217

FOURTH:  The designation and number of outstanding shares of 
each class entitled to vote thereon as a class were as follows:  
(if in applicable, insert "none")
CLASS			   NUMBER OF SHARES
Common			     1,378,019
Preferred  		       646,198

FIFTH:  The number of shares voted for such amendment was 
1,585,464; and the number of shares against such amendment was 90,272.
SIXTH:  The number of shares of each class entitled to vote 
thereon as a class voted for and against such amendment, 
respectively, was:  (if inapplicable, insert "none")
				NUMBER OF SHARES VOTED
CLASS				     FOR       AGAINST
Common				  1,054,416   86,863
Preferred		            531,048    3,409

SEVENTH:  The manner, if not set forth in such amendment, in 
which any exchange, reclassification, or cancellation of issued 
shares provided for in the amendment shall be effected, is as 
follows:  (If no change, so state)
No Change.

EIGHTH:  The manner in which such amendment effects
a change in the amount of stated capital, and the amount of stated 
capital as changed by such amendment, are as follows:  
(If no change, so state)
No change.

Dated: June 4, 1993	Providence and Worcester Railroad Company
                               	BY:   Orville R. Harrold
                              	Its:  President AND:
                                      Heidi J. Eddins
                          	    Its:  Secretary 
                                      COMMONWEALTH OF MASSACHUSETTS	
                            				   :  SC.COUNTY OF WORCESTER	

  At Worcester, MA in said county on this 4th day of
June, 1993, personally appeared before me Orville R. Harrold, who, 
being by me first duly sworn, declared that he is the President of 
Providence and Worcester Railroad Company that he signed the 
foregoing document as President of the corporation, and that the 
statements therein contained are true.
                                         Joyce S. Brown 
                                         Notary Public
                                	 My commission expires 4/1/1999
                                         (NOTARIAL SEAL)
STATE OF RHODE ISLAND AND PROVIDENCEPLANTATIONS
               	ARTICLES OF AMENDMENT TO THE CHARTER OF
      	        PROVIDENCE AND WORCESTER RAILROAD COMPANY
 
  Pursuant to the provisions of Section 7-1.1-56 of
the General Laws, 1956, as amended, the undersigned corporation 
adopts the following Articles of Amendment to its Articles of 
Incorporation:
FIRST: The name of the corporation is Providence and Worcester Railroad Company

SECOND:  The shareholders of the corporation on June 25, 1994, 
in the manner prescribed by Chapter 71.1 of the General Laws, 
1956, as amended, adopted the following amendment(s) to the Charter:
See amendments to Section 4 of the Articles of Incorporation 
attached hereto as Exhibit A, such amendments shall be effective 
on July 6, 1994.

THIRD:  The number of shares of the corporation outstanding at the 
time of such adoption was 2,074,729; and the number of shares 
entitled to vote thereon was 2,074,729

FOURTH:  The designation and number of outstanding share of 
each class entitled to vote thereon as a class were as follows:  
(if in applicable, insert "none") 
CLASS                                 NUMBER OF SHARES
Common Stock, $.50 par value             1,809,640
Preferred Stock, $.50 par value	           265,089

FIFTH:  The number of shares voted for such amendment was 
1,061,624; and the number of shares against such amendment was 0.

SIXTH:  The number of shares of each class entitled to vote 
thereon as a class voted for and against such amendment, 
respectively, was:  (if inapplicable, insert "none")
                                     NUMBER OF SHARES VOTED
CLASS	     
                                         FOR       AGAINST
Common Stock, $.50 par value           928,924        0
Preferred Stock, $.50 par value        132,700        0

SEVENTH:  The manner, if not set forth in such amendment, in 
which any exchange, reclassification, or cancellation of issued 
shares provided for in the amendment shall be effected, is as 
follows:  (If no change, so state)
See amendment.

EIGHTH:  The manner in which such amendment effects
a change in the amount of stated capital, and the amount of stated 
capital as changed by such amendment, are as follows:  (If no 
change, so state) No change.
Dated: June 25, 1994	Providence and Worcester Railroad Company
                                	BY:  Orville R. Harrold
                        	       Its:  President AND:
                                      Heidi J. Eddins
                        	       Its:  Secretary 
                                      COMMONWEALTH OF MASSACHUSETTS	
					                              :  SC. COUNTY OF WORCESTER

	At Worcester in said county on this 25th day of June, 1994, 
personally appeared before me Orville R. Harrold, who, being by me 
first duly sworn, declared that he is the President of Providence 
and Worcester Railroad Company that he signed the foregoing 
document as President of the corporation, and that the statements 
therein contained are true.
                                        Joyce S. Brown 
                                        Notary Public
                                 	My commission expires 4/1/1999
                                        (NOTARIAL SEAL)
EXHIBIT A

(A)  The first sentence of Section 4 shall be amended to read as follows:
	"Section 4.  The aggregate number of shares which the 
corporation has authority to issue is 2,280,253, of which 
2,273,436 shares thereof pursuant to the authority granted to the 
corporation by the last sentence of Section 1 of that certain act 
passed at the January, 1983, Session of the Rhode Island General 
Assembly and entitled 'An Act Relating To The Eastern Securities 
Corporation', shall be designated as Common Stock, shall have a 
par value of $.50 each, and shall have the powers and rights, and 
the qualifications, limitations and restrictions thereof, as set 
forth below, and 6,817 shares thereof shall be designated as 
Preferred Stock, shall have a par value of $50.00 each, and shall 
have the powers, preferences and rights and the qualifications, 
limitations and restrictions thereof, as set forth below:"

(B)  The first sentence of Section 4(b) shall be amended to read as 
follows:
"The holders of the shares of Preferred Stock shall
be entitled to receive cash dividends at the rate of $5.00 per 
share per annum, and no more, out of funds at the time legally 
available for payment of dividends, only when and as declared by 
the board of directors." 

(C)  The first sentence of Section 4(c) 
shall be amended to read as follows:
     "In the event of the liquidation, dissolution or winding up of 
the corporation, whether voluntary or involuntary, the holders of 
the Preferred Stock and the holders of the Common Stock shall be 
entitled to share in all assets of the Corporation remaining after 
the satisfaction or the provision for the satisfaction of all 
liabilities of the corporation, provided, that each share of 
Preferred Stock shall be entitled to the receipt of $100 in value 
of such assets for each $1.00 in value of such assets received by 
a share of Common Stock, and provided, further, that the right of 
the shares of Common Stock to share in such assets of the 
corporation shall be subject to appropriate and equitable 
adjustment by the board of directors, in its discretion, in the 
event of any reclassification or change in the number of, or any 
division, combination, stock split, stock dividend payable or 
similar event with respect to, the Common Stock."

(D)  The first Sentence of Section 4(d) (i) shall be amended to 
read as follows:
"(i) Each share of Preferred Stock may at any time be converted, 
at the option of the holder thereof, into one hundred fully paid 
and nonassessable shares of Common Stock."

(E)  There shall be added to Section 4 a new
subsection (e), reading as follows:
"(e) On the effective date of this subsection (e)
(the "Effective Date") each share of Preferred Stock, $.50 par 
value, heretofore authorized and then outstanding (the "Old 
Preferred Stock") shall, without further action, be deemed to have 
been reclassified and changed into one share of the Common Stock 
authorized under this Section 4, with all the powers and rights, 
and the qualifications, limitations and restrictions thereof, as 
may be set forth in the charter as amended from time to time, 
provided, that at the election of any holder of record of more 
than one hundred (100) shares of Old Preferred Stock on the 
Effective Date filed with the Company within sixty (60) days 
following the Effective Date, such holder will receive, as soon as
practicable following such election and in lieu of shares of 
Common Stock as hereinbefore provided, one one-hundredth (1/100) 
of a share of the Preferred Stock authorized under this Section 4 
(the "New Preferred Stock") for each share of Old Preferred stock 
held; provided, further, that if any such election would otherwise 
result in the issuance of a fractional share of New Preferred 
Stock, no such fractional share shall be issued, and in lieu 
thereof such holder will receive, with respect to the shares of 
Old Preferred stock giving rise to such fractional share, one (1) 
share of Common Stock for each share of Old Preferred Stock held, 
or, at the election of the holder filed with the Company as 
provided above, an amount in cash for such shares of Old Preferred 
Stock at the rate of $7.75 per share.
In addition to the foregoing, if any holder of record of less than 
one hundred (100) shares of Old Preferred Stock on the Effective 
Date shall file an election with the Company within the period provided 
above to receive cash for such shares in lieu of Common Stock, such 
holder shall as soon as practicable following such election be paid an 
amount in cash at the rate specified above for such shares, in lieu of 
Common Stock.  Any election filed with the Company as provided above 
shall be effective only if it is in such form and is accompanied by such 
certificates and other documentation, with such signatures and 
guarantees, as the board of directors may approve.  From and after 
the Effective Date the holders of shares of Old Preferred Stock 
shall have no voting, dividend, liquidation or other rights with 
respect thereto, other than the right to receive shares of Common 
Stock, New Preferred Stock or cash, all as provided above, upon 
surrender of the Old Preferred Stock in such manner as the board 
of directors may approve."
State of Rhode Island and Providence Plantations 

DUPLICATE ORIGINAL OF ARTICLES OF AMENDMENT TO THE CHARTER OF
        PROVIDENCE AND WORCESTER RAILROAD COMPANY

	Pursuant to the provisions of Section 7-1.1-56 of the General 
Laws, 1956, as amended, the undersigned corporation adopts the 
following Articles of Amendment to its Charter:
First: The name of the corporation is Providence and Worcester Railroad Company.

Second:  The Board of Directors of the Corporation on December 
12, 1995, in the name prescribed by Section 4 of the Charter, as 
amended, adopted the following amendment(s) to the Charter: VOTED:  
That pursuant to the authority granted to the Board of         
Directors under Section 4 of the Company's charter, as
amended, the Chairman or the President and the Secretary or any 
Assistant Secretary of the Company be and they hereby are 
authorized to execute in the name of and file with the Rhode Island 
Secretary of State articles of amendment of said charter evidencing an         
increase in the number of shares of common stock, $.50 par 
value, of the Company which the Company has authority to issue by 
750,000 shares to 3,023,436 shares.

Third:  The number of shares of the corporation outstanding at the 
time of such adoption was 2,055,473; and the number of shares 
entitled to vote thereon was none.

Fourth:  The designation and number of outstanding shares of 
each class entitled to vote thereon as a class were as follows: 
(if inapplicable, insert "none") 
Class              Number of Shares
                        None
Fifth:  The number of shares voted for such amendment was n/a; 
and the number of shares voted against such amendment was n/a.

Sixth:  The number of shares of each class entitled to vote 
thereon as a class voted for and against such amendment, 
respectively, was: (if inapplicable, insert "None")
			Number of Shares Voted
Class	                    For  Against
              		            None

Seventh: The manner, if not set forth in such
amendment, in which any exchange, reclassification, or 
cancellation of issued shares provided for in the amendment shall 
be effected, is as follows:  (If no changes, so state)
No change

Eighth:  The manner in which such amendment effects a	change 
in the amount stated capital, and the amount
of stated capital as changed by such amendment, are as follows:  
(if no change, so state)
			No change
Dated: December 12, 1995    Providence and Worcester Railroad Company
                                   		BY:  Orville R. Harrold
                                   	Its:  President 
                                    AND:  Heidi J. Eddins
                         		         Its:  Secretary
                                          STATE OF MASSACHUSETTS  
				                                   :  SC. COUNTY OF WORCESTER	

At Worcester in said county on this 12th day of December, 1995, 
personally appeared before me Orville R. Harrold who, being by me 
first duly sworn, declared that they are the President, 
respectively of Providence and Worcester Railroad Company that 
they signed the foregoing document as President of the 
corporation, and that the statements therein contained are true.

                                   Wendy Sundeen 
                                   Notary Public
                                  (NOTARIAL SEAL)

	STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS
    OFFICE OF THE SECRETARY OF STATE CERTIFICATE OF AMENDMENT

  TO ARTICLES OF INCORPORATION OF PROVIDENCE AND WORCESTER RAILROAD COMPANY

        I, Jane Berthiaume, Acting Deputy Secretary of State, hereby 
certify that duplicate originals of Articles of Amendment to the Articles of 
Incorporation of Providence and Worcester Railroad Company duly signed and 
verified pursuant to the provisions of Chapter 7-1.1 of the General Laws,
1956, as amended, have been received in this office and are found to conform 
to law and that the foregoing if a duplicate original of the Articles of 
Amendment. 
                      Witness my hand and the seal of the State
		                    of Rhode Island this 14th day of December 1995.
                                       	Jane Berthiaume
                                      		Acting Deputy Secretary of State
                                        Filed Dec 14, 1995
EXHIBIT 4.2
				MAY 1995
				AMENDED DECEMBER 12, 1995

- -  -
BY-LAWS
OF
PROVIDENCE AND WORCESTER RAILROAD COMPANY

ARTICLE I
OFFICES
	The corporation may have offices at such places either within 
or without the State of Rhode Island as the Board of Directors 
may from time to time determine or the business of the 
corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
	Section 1.  All annual meetings of the stockholders for the 
election of directors shall be held within or without the State 
of Rhode Island at such place as may be fixed from time to time 
by the Board of Directors; at least ten days' notice shall be 
given to the stockholders of the place so fixed.  Meetings of 
stockholders for any other purpose may be held at such time and 
place, within or without the State of Rhode Island, as shall be 
stated in the notice of the meeting.
	Section 2.  Annual meetings of stockholders, commencing with 
the year 1988, shall be held on the last Wednesday of April if 
not a legal holiday, and if a legal holiday, then on the secular 
day following, at which the stockholders shall elect a Board of 
Directors and transact such other business as may properly be 
brought before the meeting.
Section 3.  Written notice of the annual meeting shall be 
given to each stockholder of record at least ten days before the 
date of the meeting.
	Section 4.  Special meetings of the stockholders, for any 
purpose or purposes, may be called by the President, or by the 
Chairman if there be a Chairman, and shall be called by the 
President or Secretary at the request in writing of a majority of 
the Board of Directors.  Such request shall state the purpose or 
purposes of the proposed meeting.
	Section 5.  Written notice of any special meeting of 
stockholders, stating the time, place and purpose thereof, shall 
be given to each stockholder of record at least ten days before 
the date fixed for the meeting.
	Section 6.  Business transacted at any special meeting of 
stockholders shall be limited to the purposes stated in the 
notice.
	Section 7.  Stockholders representing a majority of each 
class of the shares entitled to vote, present in person or 
represented by proxy, shall constitute a quorum at all meetings 
of the stockholders for the transaction of business.  If, 
however, such quorum shall not be present or represented at any 
meeting of the stockholders, the stockholders present in person 
or represented by proxy, shall have power to adjourn the meeting 
from time to time, without notice other than announcement at 
the meeting, until a quorum shall be present or represented.  At 
such adjourned meeting at which a quorum shall be present or
represented any business may be transacted at the meeting as 
originally notified.
ARTICLE III
DIRECTORS
	Section 1.  The number of directors which shall constitute 
the whole Board of Directors shall be not less than six [amended 
December 12, 1995] nor more than fifteen [amended December 12, 
1995].  Within the foregoing limits, the number of directors to 
constitute the whole Board shall be fixed by vote of the Board of 
Directors at any regular or special meeting of the Board of 
Directors, or by the stockholders at the annual meeting.  If, 
pursuant to the foregoing authority, the number of directors 
constituting the whole Board shall be decreased, such decrease 
shall not be effective with respect to the terms of directors 
then holding office until the next annual meeting of 
stockholders.  The directors shall be elected at the annual 
meeting of the stockholders, except as provided in Section 2 of 
this Article, and each director elected shall hold office until 
his successor is elected and qualified.  No person who shall have 
reached the age of seventy-five (75) years shall be eligible to 
be elected or re-elected a director of the corporation.  No 
person who is not a shareholder of the corporation shall be 
eligible to serve as a director of the corporation.  Any director 
who, during the period beginning with his or her first election 
to office and ending on the December 31 next following such 
election, or during any calendar year thereafter, attends less
than seventy-five percent (75%) of either (i) the total number of 
meetings of the Board of Directors held during such period, or 
(ii) the total number of meetings held by all committees of the 
Board of Directors on which he or she shall have served during 
such period, shall be ineligible for re-election as a director 
upon the expiration of his or her term as a director; provided, 
that a majority of the remaining directors may waive such 
requirement upon receipt of evidence satisfactory to them that 
the failure of any director to satisfy the foregoing requirements 
was due to medical reasons. [amended April 26, 1995]
	Section 2.  Vacancies in the Board of Directors may be filled 
in the manner provided in the charter.  A vacancy or vacancies 
shall be deemed to exist at any time the number of directors then 
in office is less than the whole Board as provided in Section 1, 
above.
	Section 3.  The business of the corporation shall be managed 
by its Board of Directors, which may exercise all powers of the 
corporation and do all such lawful acts and things as are not by 
statute or by the charter or by these by-laws directed or 
required to be exercised or done by the stockholders.
	Section 4.  The Board of Directors of the corporation may 
hold meetings, both regular and special, either within or without 
the State of Rhode Island.
	Section 5.  The Board of Directors shall hold a meeting 
immediately after each annual meeting of stockholders, at which 
meeting they shall elect a President, a Vice President, a
Treasurer, a Secretary, and such other officers as they may deem 
appropriate, provided, however, that they may adjourn said 
meeting to such time as they see fit and elect said officers at 
said adjourned meeting.  They may also, at any annual meeting, or 
at any adjournment thereof, transact any other business which may 
be properly brought before them.  Regular quarterly meetings of 
the directors shall be held on the last Wednesdays in the months 
of July, October, January and April.  Special meetings of the 
directors shall be held upon the call of the President, or by the 
Chairman if there be a Chairman, as hereinafter provided.  The 
Secretary shall give each director notice, by mail, at least 
twenty-four hours before any meeting, whether regular or special 
(except the first meeting), of the time and place of such 
meeting.  But in the case of necessity, such notice may be given 
at such time and in such manner as the President or the Chairman 
may direct.
	Section 6.  At all meetings of the Board of Directors the 
presence of both (i) a majority of the directors, and (ii) a 
majority of the directors elected by the holders of the 
corporation's Preferred Stock (including any director elected to 
fill any vacancy resulting from the resignation, death or removal 
of a director elected by such holders), shall constitute a quorum 
for the transaction of business and the act of a majority of the 
directors present at any meeting at which there is a quorum shall 
be the act of the Board of Directors.  If a quorum shall not be 
present at any meeting of the Board of Directors, the directors
present thereat may adjourn the meeting from time to time, 
without notice other than announcement at the meeting, until a 
quorum shall be present.
	Section 7.  The Board of Directors may, by resolution passed 
by a majority of the directors, designate one or more committees, 
each committee to consist of three or more of the directors of 
the corporation, which, to the extent provided in the resolution, 
shall have and may exercise the powers of the Board of Directors 
in the management of the business and affairs of the corporation 
and may authorize the seal of the corporation to be affixed to 
all papers which may require it.  Such committee or committees 
shall have such name or names as may be determined from time to 
time by resolution adopted by the Board of Directors.
	Section 8.  The committees shall keep regular minutes of 
their proceedings and report the same to the Board of Directors 
when required.
	Section 9.  Members of the Board of Directors or any 
committee designated thereby may participate in any special 
meeting of the Board or any meeting of such committee by means of 
a conference telephone or similar communications equipment, by 
means of which all persons participating in the meeting can hear 
each other at the same time, and participation by such means 
shall constitute presence at any such meeting.  Directors may be 
paid their expenses, if any, of attendance at each meeting of the 
Board of Directors or any committee designated by the Board, and 
directors who are not also full-time employees of the corporation
may be paid a fixed sum for attendance at each meeting of the 
Board at which a quorum is present, whether regular or special, 
and at each meeting of any such committee attended in person and 
at which a majority of the members are present, such fixed sum to 
be determined in each case by the Board of Directors.  [amended 
April 26, 1995]
	Section 10.  A director may be removed, with or without 
cause, only in the manner provided in the charter.
ARTICLE IV
OFFICERS
	Section 1.  The officers of the corporation shall include a 
President, a Vice President, a Secretary and a Treasurer.  The 
offices of Treasurer and Secretary may be held by the same 
person.
	Section 2.  The Board of Directors may appoint such other 
officers and agents, including a Chairman, as it shall deem 
necessary, who shall hold their offices for such terms as shall 
be determined from time to time by the Board.
	Section 3.  The salaries of all officers of the corporation 
shall be fixed by the Board of Directors.
	Section 4.  Any officer elected or appointed by the Board of 
Directors may be removed at any time by the affirmative vote of a 
majority of the Board of Directors.  Any vacancy occurring in any 
office of the corporation by death, resignation, removal or 
otherwise shall be filled by the Board of Directors.
Section 5.  The Chairman, if any, shall be the chief 
executive officer of the corporation; the President shall be the 
chief operating officer of the corporation; and the Treasurer 
shall be the chief financial officer of the corporation.  If no 
Chairman is elected, qualified and acting, the President shall 
also be the chief executive officer of the corporation.  The 
other officers of the corporation shall have the powers and shall 
perform the duties customarily appurtenant to their respective 
offices, and shall have such further power and shall perform such 
further duties as shall be from time to time assigned to them.
ARTICLE V
CERTIFICATES OF STOCK
	Section 1.  Every holder of stock in the corporation shall be 
entitled to have a certificate, signed by, or in the name of, the 
corporation, by the President and Treasurer or Secretary, 
certifying the number and class of shares owned by him in the 
corporation.
	Section 2.  Where a certificate is signed (1) by a transfer 
agent or an assistant transfer agent or (2) by a transfer clerk 
acting on behalf of the corporation and a registrar, the 
signature of any such President, Secretary or Treasurer may be 
facsimile.  In case any officer or officers who have signed, or 
whose facsimile signature or signatures have been used on, any 
such certificate or certificates shall cease to be such officer 
or officers of the corporation, whether because of death, 
resignation or otherwise, before such certificate or certificates
have been delivered by the corporation, such certificate or 
certificates may nevertheless be adopted by the corporation and 
be issued and delivered as though the person or persons who 
signed such certificate or certificates or whose facsimile 
signature has been used thereon, had not ceased to be such 
officer or officers of the corporation.
	Section 3.  The Board of Directors may direct a new 
certificate or certificates to be issued in place of any 
certificate or certificates theretofore issued by the corporation 
alleged to have been lost or destroyed, upon the making of an 
affidavit of that fact by the person claiming the certificate of 
stock to be lost or destroyed.  When authorizing such issue of a 
new certificate or certificates, the Board of Directors may, in 
its discretion and as a condition precedent to the issuance 
thereof, require the owner of such lost or destroyed certificate 
or certificates, or his legal representative, to advertise the 
same in such manner as it shall require and/or to give the 
corporation a bond in such sum as it may direct as indemnify 
against any claim that may be made against the corporation with 
respect to the certificate alleged to have been lost or 
destroyed.
	Section 4.  Upon surrender to the corporation or the transfer 
agent of the corporation of a certificate for shares duly 
endorsed or accompanied by proper evidence of succession, 
assignment or authority to transfer, it shall be the duty of the 
corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction 
upon its books.
	Section 5.  The corporation shall be entitled to recognize 
the exclusive right of a person registered on its books as the 
owner of shares to receive dividends, and to vote as such owner, 
and shall not be bound to recognize any equitable or other claim 
to or interest in such share or shares on the part of any other 
person, whether or not it shall have express or other notice 
thereof.
ARTICLE VI
INDEMNIFICATION OF OFFICERS
	The corporation shall indemnify, to the full extent permitted 
by law from time to time, any person who is or was an officer of 
the corporation and any person who, while an officer of the 
corporation, is or was serving at the request of the corporation 
as a director, officer, partner, trustee, employee or agent of 
another foreign or domestic corporation, partnership, joint 
venture, trust, other enterprise or employee benefit plan, 
against all judgments, penalties, fines, settlements and 
reasonable expenses actually incurred by such person in 
connection with any threatened, pending or completed action, suit 
or proceeding, whether civil, criminal, administrative or 
investigative, in which such person was, is or is threatened to 
be made a named defendant or respondent by reason of the fact 
that such person is serving or at any time was serving in one or 
more of the capacities set forth above.
ARTICLE VII
GENERAL PROVISIONS
	Section 1.  The President shall present at each annual 
meeting a statement of the business and condition of the 
corporation.
	Section 2.  All checks and notes of the corporation shall be 
signed by such officer or officers or such other person or 
persons as the Board of Directors may from time to time 
designate.
	Section 3.  The fiscal year of the corporation shall end on 
the thirty-first day of December in each year.	
	Section 4.  The corporate seal shall have inscribed thereon 
the name of the corporation, the year of its organization and 
the words "Incorporated 1969 Rhode Island".  The seal may be used 
by causing it or a facsimile thereof to be impressed, affixed or 
reproduced or otherwise.
ARTICLE VIII
REPEAL AND AMENDMENT OF BY-LAWS
	These By-laws may be amended or repealed at any annual or 
special meeting of the stockholders, provided that they shall not 
be amended or repealed at a special meeting unless notice that it 
is proposed to amend or repeal them is given by the Secretary in 
the notice of such meeting.  The Board of Directors shall not 
have authority to amend these By-Laws.
Exhibit 5
                                             
                                             
                                   April 30, 1996

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 52,257 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 Non-Qualified Stock Option 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.
Providence and Worcester Railroad Company
April 30, 1996
Page 2

     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,
                                   
                                   Lynne Barry Dolan
                                   
                                   Lynne Barry Dolan
                                   Attorney At Law
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
April 30, 1996