EXHIBIT 23.2




INDEPENDENT AUDITOR'S CONSENT

We consent to the incorporation by reference in this  Registration  Statement of
Providence  and  Worcester  Railroad  Company  on Form S-8 of our  report  dated
January 30, 1998,  appearing in the Prospectus  dated October 6, 1998 filed with
the Commission pursuant to Rule 424(b)(4) (Registration No. 333-62229).

/s/ Deloitte & Touche LLP

Worcester, Massachusetts
October 19, 1998