PWX Providence And Worcester Railroad Company

UNITED STATES
SECURITIES EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 10)

Providence and Worcester Railroad Co.
(Name of Issuer)

Common
(Title of Class of Securities)

743737108
(CUSIP Number)

December 31, 2008
(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:

[ X ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)

CUSIP No. 743737108

1.Names of Reporting Persons.

 Steinberg Asset Management, LLC

I.R.S. Identification Nos. of above persons (entities only).

 06-1623775

2.Check the Appropriate Box if a Member of a Group

(a) [ ]
(b) [ ]

3.SEC Use Only

4.Citizenship or Place of Organization

 Delaware, United States

Number of 5.Sole Voting Power 293,260
Shares
Beneficially 6.Shared Voting Power 0
Owned by
Each 7.Sole Dispositive Power 293,260
Reporting
Person With 8.Shared Dispositive Power 0

9.Aggregate Amount Beneficially Owned by Each Reporting Person 293,260

10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]

11.Percent of Class Represented by Amount in Row (9) 6.11%

12.Type of Reporting Person: IA

CUSIP No. 743737108

1.Names of Reporting Persons.

 Michael A. Steinberg

I.R.S. Identification Nos. of above persons (entities only).


2.Check the Appropriate Box if a Member of a Group

(a) [ ]
(b) [ ]

3.SEC Use Only

4.Citizenship or Place of Organization

 United States

Number of 5.Sole Voting Power 226,040
Shares
Beneficially 6.Shared Voting Power 0
Owned by
Each 7.Sole Dispositive Power 226,040
Reporting
Person With 8.Shared Dispositive Power 0

9.Aggregate Amount Beneficially Owned by Each Reporting Person 226,040

10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]

11.Percent of Class Represented by Amount in Row (9) 4.71%

12.Type of Reporting Person: IN

Item 1(a). Name of Issuer:

Providence and Worcester Railroad Co.

Item 1(b). Address of Issuer's Principal Executive Offices:

75 Hammond Street
Worcester, MA 01610

Item 2(a). Name of Person Filing
Item 2(b). Address of Principal Business Office or, if None, Residence
Item 2(c). Citizenship

Steinberg Asset Management, LLC

12 East 49th Street
Suite 1202
New York, NY 10017
Delaware

Michael A. Steinberg
12 East 49th Street
Suite 1202
New York, NY 10017
United States

Item 2(d). Title of Class of Securities:

Common

Item 2(e). CUSIP Number:

743737108

Item 3. If This Statement is Filed Pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:

(a) - Broker or dealer registered under Section 15 of the Act.
(b) - Bank as defined in Section 3(a)(6) of the Act.
(c) - Insurance company as defined in Section 3(a)(19) of the Act.
(d) - Investment company registered under Section 8 of the Investment Company Act of 1940.
(e) X An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
(f) - An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F);
(g) - A parent holding company or control person in accordance with 240.13d-
1(b)(1)(ii)(G);
(h) - A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
(i) - A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940;
(j) - Group, in accordance with 240.13d-1(b)(1)(ii)(J).

Item 4. Ownership:

a. Amount beneficially owned: 519,300

Michael A. Steinberg may be deemed to have beneficial ownership of the securities beneficially owned by Steinberg Asset Management, LLC and Michael A. Steinberg & Company, Inc. In addition, the securities reported as beneficially owned by Michael A. Steinberg include securities held by Mr. Steinberg's wife and children as well as securities held in trust for Mr. Steinberg's children of which Mr. Steinberg is trustee.

b. Percent of Class: 10.83%

c. Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote 519,300

(ii) Shared power to vote or to direct the vote 0

(iii)Sole power to dispose or to direct the disposition of 519,300

(iv) Shared power to dispose or to direct the disposition 0

Item 5. Ownership of Five Percent or Less of a Class:

Not applicable.

Item 6. Ownership of More than Five Percent on Behalf of Another Person:

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company of Control Person:

Not applicable.

Item 8. Identification and Classification of Members of the Group:

Not applicable.

Item 9. Notice of Dissolution of Group:

Not applicable.

Item 10.Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date February 17, 2009


 By:/s/ Steven Feld
 ------------------------
 Steven Feld
 Title: Managing Director

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