SCHEDULE 14A INFORMATION
       Proxy Statement Pursuant to Section 14(a) of the Securities
                  Exchange Act of 1934 (Amendment No.  )

Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ]	Preliminary Proxy Statement	[ ]	Confidential, for Use of the 
                                    Commission Only (as permitted 
                                    by Rule 14a-6(e)(2))
[x]	Definitive Proxy Statement
[ ]	Definitive Additional Materials
[ ]	Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

             PROVIDENCE AND WORCESTER RAILROAD COMPANY
         (Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[x]	No fee required
[ ]	Fee computed on table below per Exchange Act Rules 14a-6(i) (4) and 0-11.

	1)	Title of each class of securities to which transaction applies:

	2)	Aggregate number of securities to which transaction applies:

	3)	Per unit price or other underlying value of transaction computed pursuant 
    to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is 
    calculated and state how it was determined):

	4)	Proposed maximum aggregate value of transaction:

	5)	Total fee paid:

[ ]	Fee paid previously with preliminary materials.
[ ]	Check box if any part of the fee is offset as provided by Exchange Act 
    Rule 0-11(a) (2) and identify the filing for which the offsetting fee was 
    paid previously.  Identify the previous filing by registration statement 
    number, or the Form or Schedule and the date of its filing.

1)	Amount Previously Paid:

2)	Form, Schedule or Registration Statement No.:

3)	Filing Party

4) Date Filed:

                PROVIDENCE AND WORCESTER RAILROAD COMPANY
 
                           75 Hammond Street
 
                     Worcester, Massachusetts 01610
 
                NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
 
                             April 29, 1998 
 

       PLEASE TAKE NOTICE that the 1998 annual meeting of the shareholders of 
Providence and Worcester Railroad Company (the "Company") will be held at the 
Crowne Plaza, 10 Lincoln Square, Worcester, Massachusetts, on Wednesday, April 
29, 1998 at 10:00 o'clock A.M., local time, for the following purposes:

 	(1)  To elect 4 directors (by the holders of Common Stock only) and 6 
directors (by the holders of Preferred Stock only) to serve for terms of one 
year and until their successors are elected and qualified;

	(2)  To approve the appointment of Deloitte & Touche LLP as independent 
auditors of the accounts of the Company for 1998 (by the holders of Common 
Stock and Preferred Stock, voting as separate classes); and

	(3)  To transact such other business, if any, as may properly come before the 
meeting or any adjournment or adjournments thereof (by the holders of Common 
Stock and Preferred Stock, voting as separate classes).

       Holders of record of the Common Stock or Preferred Stock on the books 
of the Company as of the close of business on March 16, 1998 will be entitled 
to vote.
                      
                               		By Order of the Board of Directors
 
                               		HEIDI J. EDDINS
	                               	Vice President, Secretary and General Counsel
                               		PROVIDENCE AND WORCESTER RAILROAD COMPANY
 
 
Worcester, Massachusetts
March 24, 1998
 
       If you are the holder of record of only one class of the Company's 
capital stock, only one proxy card is enclosed.  If you are the holder of 
record of both Common Stock and Preferred Stock, two proxy cards are 
enclosed.  Kindly fill in, date and sign the enclosed proxy card(s) and 
promptly return the same in the enclosed addressed envelope, which requires 
no postage if mailed in the United States.  If you are personally present at 
the meeting, the proxy or proxies will not be used without your consent.   
                           

                    PROVIDENCE AND WORCESTER RAILROAD COMPANY
 
                                PROXY STATEMENT
 
                        Annual Meeting of Shareholders
 
                                 April 29, 1998
 
 
                     SOLICITATION AND REVOCATION OF PROXIES
 
      The accompanying proxy or proxies are solicited by the Board of Directors 
of Providence and Worcester Railroad Company (herein called the "Company"), in 
connection with the annual meeting of the shareholders to be held April 29, 
1998; the Company will bear the cost of such solicitation.  It is expected 
that the solicitation of proxies will be primarily by mail.  Proxies may also 
be solicited personally by regular employees of the Company at nominal cost. 
The Company may reimburse brokerage houses and other custodians, nominees and 
fiduciaries holding stock for others in their names, or in those of their 
nominees, for their reasonable out-of-pocket expenses in sending proxy 
materials to their principals or beneficial owners and obtaining their proxies.
Any shareholder giving a proxy has the power to revoke it at any time prior 
to its exercise, but the revocation of a proxy will not be effective until 
notice thereof has been given to the Secretary of the Company.  Notice of 
revocation may be delivered in writing to the Secretary prior to the meeting 
or may be transmitted orally to the Secretary at the meeting.  Every properly 
signed proxy will be voted in accordance with the specifications made thereon.
 
       This proxy statement and the accompanying proxy or proxies are expected 
to be first sent to shareholders on March 24, 1998.
 
                              VOTING AT MEETING
 
       Only shareholders of record at the close of business on March 16, 1998 
will be entitled to vote at the meeting.  Under the Company's charter, the 
holders of the Company's Common Stock, voting separately as a class, are 
entitled to one vote for each share held in the election of one-third (1/3) 
of the Board of Directors of the Company proposed to be elected at the meeting.
The holders of the Company's Preferred Stock, voting separately as a class, 
are entitled to one vote for each share held in the election of the balance 
of the Board of Directors proposed to be elected at the meeting.  The holders
of the Company's Common Stock and the holders of the Company's Preferred Stock 
are entitled to one vote per share, voting as separate classes and not together,
upon all other matters presented to the shareholders for their approval.
 
      Common Stock directors will be elected in each case by vote of the holders
of a majority of the Common Stock present or represented at the meeting, and the
Preferred Stock directors will be similarly elected by the holders of a majority
of the Preferred Stock.  
 
       Shares represented by proxies which are marked "withhold authority" with 
respect to the election of any particular nominee for director, "abstain" with 
respect to any other matter, or to deny discretionary authority on any other 
matters will be counted as shares present and entitled to vote, and, 
accordingly, any such marking of a proxy will have the same effect as a vote 
against the proposal to which it relates.  

       Brokers who hold shares in street name may lack authority to vote such 
shares on certain items, absent specific instructions from their customers. 
Shares subject to such "broker non-votes" will not be treated as shares 
entitled to vote on the matters to which they relate and therefore will be 
treated as not present at the meeting for those purposes, but otherwise will 
have no effect on the outcome of the voting on such matters.  It is not 
presently anticipated that any matter which might be the subject of a "broker
non-vote" will come before the annual meeting.
 
       On the record date, there were 2,222,830 shares of the Company's Common 
Stock and 653 shares of the Company's Preferred Stock outstanding and entitled 
to vote at the meeting.

 
                           ELECTION OF DIRECTORS
 
       At the annual meeting, 4 Common Stock directors and 6 Preferred Stock 
directors are to be elected, and each will hold office until the next annual 
meeting and until his successor is elected and qualified.  The proxies named 
in the accompanying proxy or proxies, who have been designated by the Board 
of Directors, intend to vote, unless otherwise instructed, for the election 
to the Board of Directors of the persons named below, all of whom are now 
directors of the Company.  Certain information concerning such nominees is 
set forth below:

                                                                
                            		Principal Occupation	                   Director
Name and Age	                 During Past Five Years                   	Since

                            		Common Stock Director Nominees:
 
Robert H. Eder (65)	          Chairman of the Company                   	1965
Frank W. Barrett (58)	        Executive Vice President, Springfield     	1995
		                            Institution for Savings (prior to 
		                            December 1993, Senior Vice President, 
		                            First NH Bank)
William J. LeDoux (66)	       Attorney                                  	1990
Charles M. McCollam, Jr. (65)	President, Bertha M. McCollam, Inc.       	1996
		                            (insurance) and President, McCollam
		                            Associates (consultant)


                            		Preferred Stock Director Nominees:

Orville R. Harrold (65)      	President of the Company	                  1978
Phillip D. Brown (54)	        President and CEO, Unibank for Savings	    1995
		                           (prior to July 1993, President, Citizens
		                            Bank of Massachusetts)
John H. Cronin (64)	          Retired; until September 1995, President, 	1986
		                            Ideal Products, Inc. (restaurant supplies)
Robert J. Easton (54)	        Treasurer of the Company	                  1989
J. Joseph Garrahy (67)	       President, J. Joseph Garrahy & Associates	 1992
  		                          Inc.  (business consultants)
John J. Healy (61)	           President of Worcester Affiliated Mfg.     1991
                              L.L.C. (Mfg. Consultant) and President 
                              of Manufacturing Assistance Center  
                              (prior to  January 1997,  President and 
                              Chief  Executive  Officer, HMA Behavioral
                              Health, Inc.)

    Dates of directorships include directorships of the Company's predecessors.

    Mr. Eder is also a director of Capital Properties, Inc. (a real estate 
    holding company).

    Mr. Barrett is also a director of  Dairy Mart Convenience Store, Inc.

   	Mr. Garrahy is also a director of Grove Real Estate Investment Trust.

    Except as noted in the above table, all of the present directors and 
    nominees have been engaged in their present principal occupations in the 
    same or similar capacities during the past five years. 

    The Board of Directors has a Stock Option & Compensation Committee currently
    comprised of William J. LeDoux, Chairman, John J. Healy, and Frank W. 
    Barrett.   The Stock Option & Compensation Committee is responsible for 
    establishing the amount of option shares to be granted to the Company's 
    employees under the Stock Option Plan and for making recommendations to 
    the full Board concerning executive officer compensation. 

    The Board of Directors has an Audit Committee currently comprised of John H. 
    Cronin, Chairman,  J. Joseph Garrahy, and  Phillip D. Brown.  The Audit 
    Committee is primarily responsible for overseeing the Company's internal 
    accounting procedures and its relationship with its independent auditors.  

   	The Board of Directors does not have a nominating committee.
        
	   The Board of Directors held four meetings, the Audit Committee held three 
    meetings and the Stock Option & Compensation Committee held one meeting 
    during the fiscal year ended December 31, 1997.
 
    During the fiscal year ended December 31, 1997, each director who was not 
    an employee of the Company received a base fee of $500 for each attended 
    meeting of the Board of Directors plus $50 per attended meeting for each 
    year of service as a director, and each member of the Audit Committee and 
    the Stock Option & Compensation Committee received $300 for each attended 
    meeting of the committee (other than the Chairman, who received $350). 

    During the month of January of each year, directors of the Company who were
    serving as such on the preceding December 31 and are not full time employees
    of the Company are granted options for the purchase of 100 shares of the 
    Common Stock of the Company, plus options for an additional ten shares 
    for each full year of service to the Company.  The exercise price is the 
    last sale price of the Common Stock on the last business day of the 
    preceding year, and the term of each option is ten years (subject to 
    earlier termination if the grantee ceases to serve as a director), 
    provided, however, that no option is exercisable within six months 
    following the date of grant.





                              EXECUTIVE COMPENSATION


      The following table summarizes the compensation paid or accrued by the 
Company during the three year period ended December 31, 1997, to its Chief 
Executive Officer and each of its four most highly compensated executive 
officers who earned more than $100,000 in salary and bonus in 1997, for 
services rendered in all capacities to the Company during 1997.


                            SUMMARY COMPENSATION TABLE 

                               Annual Compensation



                                                       
                                                        Long-Term
                                                        Compensation
Name and                 Year  Salary(a)  Other Annual  Securities   All Other 
Principal Position                        Compensation  Underlying Compensation
                                                        Options        (b)
                                                        to Purchase 
                                                        Common Stock
Robert H. Eder	          1997  $288,530        0              0        $47,453
	Chairman of the Board   1996   289,216        0              0         47,617
	and	Chief Executive     1995   272,513        0              0         48,117
 Officer

Orville R. Harrold	      1997   234,588        0            913         42,526
	President and Chief     1996   231,787        0            932         40,508
		Operating Officer      1995   222,421        0            888         40,510

Ronald P. Chrzanowski	   1997   133,241    $28,193(d)       451         12,000
	Chief Engineer until    1996   129,059        0            451          9,066
	12/31/97                1995   123,003        0            448          7,396
	(Vice President and
 Director	until 
 11/13/97)(c)

Heidi J. Eddins	         1997   138,920        0            311         10,702
	Vice President,         1996   133,997        0            313          9,381
		Secretary and General  1995   127,444        0            301          7,713
  Counsel

Robert J. Easton	        1997   123,232        0            210          9,353
	Treasurer               1996   120,191        0            210          8,430
                         1995   113,706        0            203          6,880
              

(a)	Includes amounts taxable to employees for personal use of Company-owned
    vehicles. 

(b)	Includes amounts paid directly to the retirement accounts of management 
    staff under the Company's simplified employee pension plan, and, in the 
    case of Robert H. Eder and Orville R. Harrold, includes for 1997 premiums 
    paid for life insurance coverage in the amounts of $35,453 and $30,526, 
    respectively. 

(c)	Mr. Chrzanowski left the Company to join its former parent company, Capital
    Properties, Inc. as President and a Director. 

(d)	Includes value of a vehicle transferred to Mr. Chrzanowski ($18,193) and 
    $10,000 paid to him to cover additional income taxes attributable to the 
    transfer of the vehicle. 

                        OPTION GRANTS IN LAST FISCAL YEAR 

	The following table contains information concerning the grant of stock options 
 under the Company's Non-Qualified Stock Option Plan to the Named Executive 
 Officers during the Company's last fiscal year. 






 Name               Number of 
                    Securities  % of Total                             Grant
                    Underlying  Options Granted                        Date
                    Options     to Employees     Excercise  Expiration Present
                    Granted(a)  In Fiscal 1997   Price        Date     Value(b)
                                                        
Orville R. Harrold	    913           13%          $7.875     01/02/07   $2,702
Ronald P. 
   Chrzanowski        	451            6            7.875     01/02/07    1,335
Heidi J. Eddins	       311            4            7.875     01/02/07      921
Robert J. Easton	      210            3            7.875     01/02/07      622

              

(a)	The options were all granted on January 2, 1997 and became exercisable on 
July 2, 1997. 

(b)	Amounts represent the fair value of each option granted and were estimated 
as of the date of the grant using the Black-Scholes option-pricing model with 
the following weighted average assumptions: expected volatility of 29%; 
expected life of 7 years; risk-free interest rate of 5.75%; and expected 
dividend payment rate, as a percentage of the share price on the date of 
grant, of 1.26%. 




               AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR 
                     AND FISCAL YEAR END OPTION VALUES 

	The following table contains information with respect to stock options held by 
the Named Executive Officers as of December 31, 1997. 




                Number of Unexercised
                    Options at
                 December 31, 1997    
                      Value of    In-the-Money at  December 31, 1997(b)
                    Unexercised     Acquired on    Exercise    Value Realized(a)
                       Shares                    Exercisable     Exercisable
                     Acquired on                /Unexercisable  /Unexercisable
Name              December 31, 1998
                                                      
Orville R. Harrold	     1,214         $5,494       1,567/0         $14,808/0

Ronald P. Chrzanowski		   451          2,594         417/0           4,118/0

Heidi J. Eddins	          632          3,770         784/0           8,147/0

Robert J. Easton	         210          1,469         830/0           8,876/0

              

(a)	Based on the last sale price of the Common Stock on the date of exercise 
    minus the exercise price. 

(b)	Based on the difference between the exercise price of each grant and the 
    closing price of the Company's Common Stock on the AMEX on December 31, 
    1997, which was $18-3/8. 


         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
       The table set forth below reflects the only persons (including any 
"group" as that term is used in Section 13(d)(3) of the Securities Exchange 
Act of 1934) who, to the best of the Company's knowledge, were on March 16, 
1998, the beneficial owners of more than five percent of the Company's 
outstanding Common Stock, $.50 par value, or Preferred Stock, $50 par value.  
Each share of the Company's outstanding Preferred Stock is convertible at 
any time, at the option of the holder, into one hundred shares of Common 
Stock of the Company.  The footnote to the table below sets forth the 
percentages of the outstanding Common Stock which would be held by the 
indicated owners if such owners' Preferred Stock were converted in whole 
into Common Stock.
 
					
	Percent
Name and Address			    	Number of Shares Owned	of Class (1)

Robert H. and Linda Eder			     	996,492 (Common)                  	44.8%
2441 S.E. Bahia Way		 		            	500 (Preferred)               	76.7%
Stuart, Florida 34996

Massachusetts Capital 
Resource Company (MCRC)	         200,000 (Common)	                  	8.3% (2)
420 Boylston Street
Boston, Massachusetts  02116
 
      (1)   Assuming no conversion of Preferred Stock.  If their Preferred Stock
were converted in whole to Common Stock, Mr. and Mrs. Eder would own 46.0% of 
the outstanding Common Stock.
 
(2)	Represents 200,000 shares issuable upon exercise of Common Stock Purchase 
Warrant.

      Of the shares owned by Mr. and Mrs. Eder, 921,912 shares of Common Stock 
and 500 shares of Preferred Stock were held directly by Mr. Eder, and 74,580 
shares of Common Stock were held directly by Mrs. Eder.  By reason of their 
ownership, Mr. and Mrs. Eder may be deemed to be "control persons" with 
respect to the Company.
 
The following table reflects as of March 16, 1998, the beneficial ownership of 
the Common Stock of the Company by directors, nominees for directors and 
officers of the Company.

                                                      
Name                              Number                      Percentage

Robert H. Eder(a)	              1,046,492                       46.0%
Orville R. Harrold(b)	             22,710                         *   
Robert J. Easton(c)	                2,111                         *   
Heidi J. Eddins(d)	                 3,927                         *   
Frank W. Barrett(e)	                  610                         *   
Phillip D. Brown(f)	                  210                         *   
John H. Cronin	                     1,430                         *   
J. Joseph Garrahy	                  1,000                         *   
John J. Healy(g)	                     840                         *   
William J. LeDoux(h)	               1,480                         *   
Charles M. McCollam, Jr. 	            500                         *   

All executive officers and 
directors as a group
	(11 people)(i)	                1,081,310                       47.5%


	*	Less than one percent 

(a)	Mr. Eder's business address is 75 Hammond Street, Worcester, Massachusetts 
01610. Includes 74,580 shares of Common Stock owned by Mr. Eder's wife and 
assumes the conversion of the 500 shares of Preferred Stock owned by Mr. Eder. 

(b)	Includes (i) 1,700 shares of Common Stock held by Mr. Harrold's wife, (ii) 
2,600 shares of Common Stock held by a custodian in an individual retirement 
account for the benefit of Mr. Harrold and (iii) 1,467 shares of Common 
Stock under stock options exercisable within 60 days. (c)	Includes 118 shares
of Common Stock held by Mr. Easton's wife in her name and 830 shares of 
Common Stock issuable under stock options exercisable within 60 days. 
(d)	Includes 900 shares of Common Stock held by Ms. Eddins' minor children 
under the Uniform Gift to Minors Act and 784 shares of Common Stock issuable
under stock options exercisable within 60 days. 
(e)	Includes 110 shares of Common Stock issuable under stock options 
exercisable within 60 days. 
(f)	Includes 110 shares of Common Stock issuable under stock options exercisable
within 60 days. 
(g)	Includes 540 shares of Common Stock issuable under stock options exercisable
within 60 days. 
(h)	Includes 880 shares of Common Stock issuable under stock options exercisable
within 60 days. 
(i)	Includes 50,000 shares of Common Stock issuable upon conversion of Preferred
Stock and 4,721 
shares of Common Stock issuable under stock options exercisable within 60 days. 


COMPLIANCE WITH SECTION 16 (a) OF THE SECURITIES EXCHANGE ACT OF 1934

       Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's officers, directors and persons who 
beneficially own more than ten percent of a registered class of the Company's
equity securities to file reports of securities ownership and changes in such
ownership with the Securities and Exchange Commission.  Officers, directors and
greater than ten-percent beneficial owners also are required by rules 
promulgated by the Securities and Exchange Commission to furnish the 
Company with copies of all Section 16(a) forms they file.

       Based solely upon a review of the copies of such forms furnished to the 
Company or written representations that no Form 5 filings were required, the 
Company believes that during 1997 its officers, directors and greater than 
ten-percent beneficial owners complied with all applicable Section 16(a) 
filing requirements.

                          CERTAIN TRANSACTIONS

       On January 1, 1988, in accordance with a plan of distribution, shares of 
the Company were distributed to the stockholders of Capital Properties, Inc. 
("Capital Properties") on a pro rata basis.  Mr. Eder and his wife own 52.3% 
of the outstanding common stock of Capital Properties.  As part of the plan, 
the Company issued to Capital Properties a promissory note in the amount of 
$9,377,000 payable over a period of twenty years with interest at 12% per 
year, prepayable at any time without penalty. The Capital Properties note is 
secured by a first mortgage on the Company's operating right-of-way in 
Worcester County, Massachusetts.  During 1995, the Company and Capital 
Properties negotiated an agreement reducing the interest rate to 10% and 
providing for the Company's prepayment of $1,800,000 on its note.  Payments 
by the Company together with the interest rate adjustment result in a current
monthly payment of principal and interest over the remaining twelve-year term
of the note in the amount of $53,000.  Fifty percent (50%) of any additional 
prepayments will reduce the required monthly payments.  Prior to negotiating 
the agreement, the Company made additional voluntary prepayments totaling 
$300,000, $55,000 and $200,000 during 1994, 1995 and 1996, respectively.  
The Company has filed a registration statement covering the offer and sale of
1,000,000 shares of its Common Stock (the "Offering").  The Offering 
commenced as of March 19, 1998.   The Company intends to repay the balance 
of the Capital Properties note (approximately $3.9 million) with the proceeds
of the Offering. 

       In 1995, the Company also entered into an agreement with Capital 
Properties releasing a portion of the collateral securing the note in 
exchange for the right to have the Company convey the Wilkesbarre Pier in 
East Providence, Rhode Island for the sum of one dollar to the purchaser of 
Capital Properties' petroleum terminal facilities in East Providence, Rhode 
Island.  Effective January 1, 1998, a wholly-owned subsidiary of Capital 
Properties which acquired the petroleum terminal facilities, exercised the 
purchase right and acquired the Wilkesbarre Pier.   The Company retained the 
right to use the pier for certain purposes.


                         INDEPENDENT PUBLIC ACCOUNTANTS
 
       The Audit Committee of the Board of Directors has recommended that 
Deloitte & Touche LLP, who acted as independent auditors of the accounts of 
the Company for 1997, be appointed as independent auditors of the accounts 
of the Company for the year 1998.  The shareholders will be asked to approve 
the appointment.  The Company has recently been advised by Deloitte & Touche 
LLP that they have no direct financial interest or any material indirect 
financial interest in the Company, nor have they had any connection during 
the past four years with the Company in the capacity of promoter, underwriter
, voting trustee, director, officer or employee.
 
       It is expected that a representative of Deloitte & Touche LLP will be 
present at the annual meeting with the opportunity to make a statement if he 
so desires, and that such representative will be available to respond to 
appropriate questions.
 


                             FINANCIAL STATEMENTS
 
       A copy of the annual report of the Company for the year ended December 
31, 1997 is enclosed.  Such report is not part of this proxy statement.
 

                       PROPOSALS FOR 1999 ANNUAL MEETING
 
       The 1999 annual meeting of the shareholders of the Company is scheduled 
to be held April 28, 1999.  If a shareholder intending to present a proposal at
that meeting wishes to have a proper proposal included in the Company's proxy 
statement and form of proxy relating to the meeting, the shareholder must 
submit the proposal to the Company not later than November 25, 1998.


                                  OTHER MATTERS
 
       No business other than that set forth in the attached Notice of Meeting 
is expected to come before the annual meeting, but should any other matters 
requiring a vote of shareholders arise, including a question of adjourning 
the meeting, the persons named in the accompanying proxy will vote thereon 
according to their best judgment in the interests of the Company.  In the event 
any of the nominees for the office of director should withdraw or otherwise 
become unavailable for reasons not presently known, the persons named as 
proxies will vote for other persons in their place in what they consider the 
best interests of the Company.
 

                         			By Order of the Board of Directors
 
                              		     	HEIDI J. EDDINS
                   		Vice President, Secretary and General Counsel
                   		PROVIDENCE AND WORCESTER RAILROAD COMPANY
 
 
Dated:  March 24, 1998
 
  PROXY                   PROVIDENCE AND WORCESTER RAILROAD COMPANY
 (PREFERRED STOCK)      Annual Meeting of Shareholders - April 29, 1998

      The undersigned, whose signature appears on the reverse side of this 
proxy, hereby appoints Robert H. Eder, Orville R. Harrold and Robert J. 
Easton or  a  majority  of  such  of  them  as  shall be present, attorneys 
with  power  of  substitution  and  with  all  the powers the undersigned 
would possess if personally  present, to vote the Preferred Stock of the 
undersigned  in  Providence and Worcester Railroad Company at the annual 
meeting of shareholders  to  be held on April 29, 1998 in Worcester, 
Massachusetts, and at any adjournments thereof, as follows:

   1.  ELECTION  OF  DIRECTORS:    FOR  all  nominees listed below (except  
                       WITHHOLD AUTHORITY to vote for all
                         as marked to the contrary below)     
  nominees listed below  
P. Brown, J. Cronin, R. Easton, J. Garrahy, O. Harrold, J. Healy.

   (INSTRUCTION:    To  withhold  authority  to  vote  for  any individual   
nominee, write that nominee's name in the space provided  below.)
   
______________________________________________________________________________
   2.  PROPOSAL  TO  APPROVE  THE  APPOINTMENT  OF  DELOITTE  &  TOUCHE LLP as
independent auditors of the Company
       		    for 1998:  __ FOR    __ AGAINST    __ ABSTAIN

   3.  In their discretion, upon  such  other  matters as may properly come 
       before the meeting.

      This  proxy  when  properly  executed  will  be  voted in the manner 
      directed herein by the  undersigned  stockholder.    If no direction 
      is  made, this proxy will be voted for Proposals 1 and 2.















                              PLEASE DATE, SIGN AND RETURN THIS PROXY

 (Sign exactly as your name appears hereon. 	       Dated:               .1998
 When signing as attorney, executor, administrator,
 trustee, guardian or in a corporate capacity,      Signed:
 please give full title as such.  In case of 
 joint tenants or multiple owners, each 
 party must sign.)	.





   THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY
 PROXY                  PROVIDENCE AND WORCESTER RAILROAD COMPANY
(COMMON STOCK)        Annual Meeting of Shareholders - April 29, 1998

      The undersigned, whose signature appears on the reverse side of this 
proxy, hereby appoints Robert H. Eder, Orville R. Harrold and Robert J. 
Easton or a majority of such of them as shall be present, attorneys with  
power  of  substitution  and  with  all  the powers the undersigned would 
possess if personally  present, to vote the Common Stock of the undersigned  
in  Providence and Worcester Railroad Company at the annual meeting of 
shareholders  to  be held on April 29, 1998 in Worcester, Massachusetts, and 
at any adjournments thereof, as follows:

   1.  ELECTION  OF  DIRECTORS:      FOR all nominees listed below (except 
 WITHHOLD AUTHORITY to vote for al   as marked to the contrary below
        nominees listed 
below  __
F. Barrett, R. Eder, W. LeDoux, C. McCollam, Jr.

   (INSTRUCTION:    To  withhold  authority  to  vote  for  any individual   
nominee, write that nominee's name in the space provided  below.)
   
______________________________________________________________________________
   2.  PROPOSAL  TO  APPROVE  THE  APPOINTMENT  OF  DELOITTE  &  
       TOUCHE LLP as  independent auditors of the Company
       		    for 1998:  __ FOR    __ AGAINST    __ ABSTAIN

   3.  In their discretion, upon  such  other  matters as may properly come 
       before the meeting.

      This  proxy  when  properly  executed  will  be  voted in the manner 
      directed herein by the undersigned stockholder.   If no  direction is  
      made, this proxy will be voted for Proposals 1 and 2.




                              PLEASE DATE, SIGN AND RETURN THIS PROXY

 (Sign exactly as your name appears hereon.       	Dated:                1998
 When signing as attorney, executor,
 administrator, trustee, guardian or in
 a corporate  capacity, please                     Signed:  
 give full title as such.  In case of 
 joint tenants or multiple owners
 each party must sign.)	 .




   THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY