Providence & Worcester Railroad S8 Registration of securities for employees

Registration Statement No. 333-______

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-8

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
--------------------------

PROVIDENCE AND WORCESTER RAILROAD COMPANY
(Exact Name of Registrant as Specified in its Charter)

Rhode Island 05-03444399
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)

75 Hammond Street, Worcester, MA 01610
(Address, including zip code
of Principal Executive Offices)

Providence and Worcester Railroad Company All Star/Anniversary
Safety Incentive Plan
(Full Title of the Plan)

Mary A. Tanona, Esq.
Secretary and General Counsel
Providence and Worcester Railroad
75 Hammond Street
Worcester, MA 01610
(508) 755-4000
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)

Copies to:
Margaret D. Farrell, Esq.
Hinckley, Allen & Snyder LLP
1500 Fleet Center
Providence, RI 02903
(401) 274-2000
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CALCULATION OF REGISTRATION FEE
====================================================================
Title of Proposed Proposed
securities Amount maximum maximum Amount of
to be to be offering price aggregate registration
registered registered per share(1) offering price fee
- --------------------------------------------------------------------------------------------------------
Common Stock 25,000 $14.125 $353,125 $41.56
(par value
$0.01)
- --------------------------------------------------------------------------------------------------------

(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) based on the average of the high and low prices of
the Registrant's Common Stock, $14.25 and $14.00 respectively, reported by
The American Stock Exchange on August 12, 2005.

PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

Not required to be filed with the Securities and Exchange Commission (the
"Commission").

Item 2. Registrant Information and Employee Plan Annual Information.

Not required to be filed with the Commission.

Note: The documents containing the information specified in this Part I
will be sent or given to Plan participants as specified by Rule 428(b)(1). Such
documents need not be filed with the Commission either as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
registration statement pursuant to Item 3 of Part II of this Form, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended ("Securities Act").

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents, which have been filed by Providence and Worcester
Railroad Company, a Rhode Island corporation (the "Registrant") with the
Securities and Exchange Commission (the "Commission"), are incorporated by
reference herein and shall be deemed to be a part hereof:

(a) The description of Common Stock included in the Registrant's
Registration Statement on Form S-1 (Registration No. 333-62229) filed
with the Commission on August 25, 1998.

(b) The Annual Report of the Registrant on Form 10-K for the fiscal year
ended December 31, 2004.

(c) The Registrant's Definitive Proxy Statement filed with the Commission
on March 28, 2005 in connection with the Registrant's Annual Meeting
of Shareholders held on April 27, 2005.

(d) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2005.

(e) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2005.

(f) The Registrant's Current Reports on Form 8-K filed with the Commission
on April 19, 2005 and June 21, 2005.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the end of the fiscal year ended December
31, 2004 and prior to the date of the termination of the offering of the Common
Stock offered hereby shall be deemed to be incorporated by reference into this
registration statement and to be a part hereof from the date of filing of such
documents. Any statement contained herein or 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 document which is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.

The Registrant will provide without charge to each person to whom a
Prospectus is delivered, upon written or oral request of any such person, a copy
of any or all of the foregoing documents incorporated herein by reference (other
than exhibits to such documents). Written requests should be directed to Mary
Tanona, Secretary and General Counsel, Providence and Worcester Railroad
Company, 75 Hammond Street, Worcester, MA 01610.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Article SIXTH of the Registrant's Charter provides that a director shall
not be liable to the Registrant or its shareholders for breach of fiduciary duty
as a director, other than liability for (a) breach of the director's duty of
loyalty to the Registrant or its shareholders, (b) acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law, (c)
unlawful payment of a dividend or unlawful stock purchase or redemption, or (d)
any transaction from which the director derived an improper personal benefit.

Section 7-7.2-801 of the Rhode Island Business Corporation Act authorizes
indemnification of directors and officers of Rhode Island corporations. Article
XI of the Registrant's By-laws (i) authorizes the indemnification of directors
and officers (the "Indemnified Person") under specified circumstances to the
fullest extent authorized, (ii) provides for the advancement of expenses to the
Indemnified Persons for defending any proceedings related to the specified
circumstances and (iii) gives the Indemnified Persons the right to bring suit
against the Registrant to enforce the foregoing rights to indemnification and
advancement of expenses.

Item 7. Exemption From Registration Claimed.

Not applicable.

Item 8. Exhibits.

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

Item 9. Undertakings.

1. Rule 415 offering. The undersigned Registrant hereby undertakes:

a. 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;

ii. To reflect in the prospectus any facts or events arising after
the effective date of the 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 the registration statement; and

iii. To include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement; PROVIDED, HOWEVER, that paragraphs
(a)(1)(i) and (a)(1)(ii) do not apply if the registration
statement is on Form S-3, Form S-8 or Form F-3, and 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 15(d) of the Exchange Act
that are incorporated by reference in the registration statement.

b. That, for the purpose of determining 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.

c. 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.

2. Filings incorporating subsequent Exchange Act documents by reference. 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 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the 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.

3. Incorporated annual and quarterly reports. 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, the latest annual
report to security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements of Rule
14a-3 or Rule 14c-3 under the Exchange Act; and, where interim financial
information required to be presented by Article 3 of Regulation S-X is not
set forth in the prospectus, to deliver, or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report
that is specifically incorporated by reference in the prospectus to provide
such interim financial information.

4. Requests for acceleration of effective date or filing of registration
statement on Form S-8. 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 foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
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 for 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 whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Worcester, Commonwealth of Massachusetts, on the 27th
day of July, 2005.

Providence and Worcester Railroad Company

By: /s/ Robert H. Eder
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Robert H. Eder
Chief Executive Officer

POWER OF ATTORNEY

We, the undersigned officers and directors of Providence and Worcester
Railroad Company, in the City of Worcester, Commonwealth of Massachusetts hereby
severally constitute and appoint Robert H. Eder our true and lawful attorney
with full power of substitution to sign for us and in our names in the
capacities indicated below, the Registration Statement on Form S-8 filed
herewith and any and all pre-effective and post-effective amendments to said
Registration Statement, and generally to do all such things in our names and on
our behalf in our capacities as officers and directors to enable Providence and
Worcester Railroad Company to comply with the provisions of the Securities Act
of 1933, as amended, and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may be signed
by our said attorneys, or any one of them, to said Registration Statement and
all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated:

Signature Title Date
- --------- ---- ----

/s/ Robert H. Eder Chief Executive Officer and Chairman July 27, 2005
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Robert H. Eder
(Principal Executive Officer)

/s/ Orville R. Harrold President, Chief Operating Officer and July 27, 2005
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Orville R. Harrold Director

/s/ Richard W. Anderson Director July 27, 2005
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Richard W. Anderson

/s/ John J. Healy Director July 27, 2005
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John J. Healy

/s/ Frank W. Barrett Director July 27, 2005
- ---------------------------
Frank W. Barrett

/s/ J. Joseph Garrahy Director July 27, 2005
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J. Joseph Garrahy

/s/ James C. Garvey Director July 27, 2005
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James C. Garvey

/s/ Charles M. McCollam, Jr Director July 27, 2005
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Charles M. McCollam, Jr.

/s/ Craig M. Scott Director July 27, 2005
- ----------------------------
Craig M. Scott

EXHIBIT INDEX

Exhibit
Number Description
- ------ -----------

4.1 Restated Charter (filed as Exhibit 3.1 to Form S-1 Registration Statement No. 333-46433 and by
this reference incorporated herein).

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

4.3 All Star/Anniversary Safety Incentive Plan of Providence and Worcester Railroad Company.

4.4 First Amendment to All Star/Anniversary Safety Incentive Plan of Providence and Worcester Railroad Company

5.1 Opinion of Hinckley, Allen & Snyder LLP.

23.1 Consent of Hinckley, Allen & Snyder LLP (included in Exhibit 5.1).

23.2 Consent of Deloitte & Touche LLP.

24.1 Power of Attorney (see page 6).

Providence & Worcester Railroad (PWX) Inactive S-8Registration of securities for employees