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: October 28, 2005

                    PROVIDENCE AND WORCESTER RAILROAD COMPANY
- --------------------------------------------------------------------------------

              (Exact name of registrant as specified in its charter

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

  75 Hammond Street, Worcester, Massachusetts                             01610
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  (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 8.01 Other Events
          ------------

          By press release dated  October 28, 2005 the  Registrant  announced to
          the general  public that it has entered into an  eight-year  agreement
          with the United  Transportation  Union,  whose  members are all of the
          Company's train service employees.


          A  description  of the  foregoing is  contained  in the press  release
          referred to above,  a copy of which is  attached  hereto as Exhibit 20
          and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits
          ---------------------------------

          The following exhibit is filed with this report:

          Exhibit 20 - Press Release dated October 28, 2005

                                    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/ Robert J. Easton
                                        --------------------
                                    Robert J. Easton, Treasurer and
                                    Chief Financial Officer

Date: October 28, 2005
                                        2



                                                                      Exhibit 20
                                                                      ----------

                                       -----------------------------------------
                                       Providence and Worcester Railroad Company
                                       -----------------------------------------

Providence and Worcester Railroad Company


Contact: Mary A. Tanona

75 Hammond Street
Worcester, MA  01610

Phone (508) 755-4000, ext. 365
Fax   (508) 795-0748


Press Release

                    Providence and Worcester Railroad Company
                            Announces Labor Agreement


     Worcester,  MA, October 28, 2005, 2005,  Providence and Worcester  Railroad
Company  (AMEX:  "PWX") today  announced  that it has entered into an eight-year
agreement with the United Transportation Union ("UTU"), whose members are all of
the  Company's  train  service  employees.  It is  believed  that  this  is  the
longest-term contract the UTU has entered into with any railroad.

     The  Company  is a regional  freight  railroad  operating  in the states of
Massachusetts,  Rhode Island, Connecticut and New York. The Company transports a
wide variety of commodities,  including construction  aggregate,  iron and steel
products,  chemicals,  lumber,  scrap  metals,  plastic  resins,  cement,  coal,
construction and demolition debris, processed foods and edible food stuffs, such
as frozen foods,  corn syrup and animal and vegetable  oils. By agreement with a
private  operator,   the  Company  also  operates  two  approved  custom  bonded
intermodal  yards in  Worcester,  MA,  primarily  for the  movement of container
traffic from the Far East destined for points in New England.


- ----------------- This release contains "forward-looking  statements" within the
meaning of section 21E of the  Securities  and Exchange Act of 1934, as amended.
These forward-looking statements represent the Company's present expectations or
beliefs  concerning future events. The Company cautions that such statements are
necessarily  based on  certain  assumptions  which  are  subject  to  risks  and
uncertainties,  including,  but not  limited  to,  changes in  general  economic
condition,  and changing  competition which could cause actual results to differ
materially  from  those  indicated  herein.  Further  information  on these risk
factors is included in the Company's  filings with the  Securities  and Exchange
Commission.


Contact Person:   P&W:  Mary A. Tanona
                        (508) 755-4000 (x365)