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: May 2, 2008


                    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
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          (Former name or former address, if changed since last report)



ITEM 3.01 Transfer of Listing
          -------------------

          By Press Release dated May 2, 2008, the Registrant  announced that its
          Board of  Directors  had voted to  transfer  the listing of its common
          stock from the American  Stock Exchange to The Nasdaq Stock Market LLC
          effective May 14, 2008, as set forth in the Press Release  referred to
          above,  a copy of  which  is  attached  hereto  as  Exhibit  99 and is
          incorporated herein by reference.

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

          The following exhibit is filed with this report:

          Exhibit 99 - Press Release dated May 2, 2008





                                    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/ Marie A. Angelini
                                        ---------------------
                                    Marie A. Angelini, Secretary
                                    and General Counsel


Date: May 2, 2008
                                       2

                                                                      Exhibit 99
                                                                      ----------

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


Contact:   Marie A. Angelini

75   Hammond Street
Worcester, MA  01610

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


Press Release
                    Providence and Worcester Railroad Company
                  Announces Listing on The NASDAQ Stock Market


     Worcester,  MA, May 2, 2008,  Providence  and  Worcester  Railroad  Company
(AMEX:  "PWX")  announced  today that its Board of  Directors  has  approved the
decision to transfer  the listing of its common  stock from the  American  Stock
Exchange to The NASDAQ Stock Market LLC ("NASDAQ").  Effective May 14, 2008, the
Company will trade under the symbol NASDAQ: "PWX."

     P. Scott Conti,  the Company's  President,  said, "We believe that NASDAQ's
electronic  multiple  market  maker  structure  will  provide our  Company  with
enhanced exposure and liquidity. As the world's largest electronic stock market,
NASDAQ attracts leading growth companies from a diverse group of sectors. We are
proud to be a part of The NASDAQ Stock Market."

     P&W  is  a  regional   freight   railroad   operating   in  the  states  of
Massachusetts,  Rhode Island,  Connecticut  and New York.  P&W transports a wide
variety of commodities, including automobiles, construction aggregates, iron and
steel products,  chemicals,  lumber, scrap metals, plastic resins, cement, coal,
construction and demolition debris, processed foods and edible foodstuffs,  such
as frozen foods,  corn syrup and animal and vegetable  oils. By agreement with a
private operator, P&W 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: Marie A. Angelini
                     (508) 755-4000 (x365)