United States
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934

Date of Report: December 14, 2009

PROVIDENCE AND WORCESTER RAILROAD COMPANY

(Exact name of registrant as specified in its charter 

 Rhode Island 0-16704 05-0344399
--------------------------------------------------------------------------------
 (State of incorporation (Commission (IRS Employer Iden-
 or organization) File Number) tification No.)

75 Hammond Street, Worcester, Massachusetts 01610
(address of principal executive offices) (Zip Code)

Registrant's telephone number: 508-755-4000
N/A
(Former name or former address, if changed since last report)
ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.

On December 11, 2009, Robert J. Easton, Treasurer and Chief Financial Officer of Providence and Worcester Railroad Company (the "Company"), a named executive officer of the Company, resigned his position.

Signature

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereto duly authorized.

Providence and Worcester Railroad Company 

 By: /s/ Marie A. Angelini
 ---------------------
 Marie A. Angelini, Secretary
 and General Counsel


Date: December 14, 2009

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