EXHIBIT 24
                                Power of Attorney


     Know all by these  presents,  that the undersigned  hereby  constitutes and
appoints each of Mary A. Tanona,  Amy Silverstein and Robert J. Easton,  signing
singly, the undersigned's true and lawful attorney-in-fact to:

1.   execute for and on behalf of the undersigned, in the undersigned's capacity
     as an officer and/or director of Providence and Worcester  Railroad Company
     (the "Company"),  Forms 3, 4 and 5 and any other forms required to be filed
     in accordance with Section 16(a) of the Securities Exchange Act of 1934 and
     the rules thereunder (a "Form");

2.   do and perform any and all acts for and on behalf of the undersigned  which
     may be  necessary  or  desirable  to  complete  and  execute any such Form,
     complete and execute any amendment or amendments  thereto,  and timely file
     such form with the United States Securities and Exchange Commission and any
     stock exchange or similar authority; and

3.   take  any  other  action  of any type  whatsoever  in  connection  with the
     foregoing which, in the opinion of such attorney-in-fact, may be of benefit
     to, in the best interest of, or legally  required by, the  undersigned,  it
     being understood that the documents  executed by such  attorney-in-fact  on
     behalf of the  undersigned  pursuant to this Power of Attorney  shall be in
     such  form  and  shall   contain   such  terms  and   conditions   as  such
     attorney-in-fact may approve in such attorney-in-fact's discretion.

     The undersigned hereby grants to each such  attorney-in-fact full power and
authority  to do and perform any and every act and thing  whatsoever  requisite,
necessary,  or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally  present,  with full power of substitution or revocation,
hereby  ratifying  and  confirming  all  that  such  attorney-in-fact,  or  such
attorney-in-fact's  substitute or substitutes,  shall lawfully do or cause to be
done by virtue of this  power of  attorney  and the  rights  and  powers  herein
granted. The undersigned acknowledges that the foregoing  attorneys-in-fact,  in
serving in such  capacity at the request of the  undersigned,  are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934.

     This Power of  Attorney  shall  remain in full  force and effect  until the
undersigned is no longer required to file any Forms pursuant to Section 16(a) of
the Securities  Exchange Act of 1934 and the rules  thereunder,  with respect to
the  undersigned's  holdings of and  transactions  in  securities  issued by the
Company, unless earlier revoked by the undersigned in a signed writing delivered
to the foregoing attorneys-in-fact.

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 1st day of April, 2004.

                           /S/ P. Scott Conti
                          ______________________________________
                           P. Scott Conti