FORM 8-A12B/A

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

          FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO
          SECTION 12(b) OF (g) OF THE SECURITIES EXCHANGE ACT OF 1934

                    PROVIDENCE AND WORCESTER RAILROAD COMPANY
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             (Exact name of registrant as specified in its charter)

          Rhode Island                                05-0344399
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        (State of incorporation           (IRS Employer Identification No.)
           or organization)

        75 Hammond Street, Worcester, Massachusetts            01610
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        (address of principal executive offices)              (Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

    Title of each class                     Name of each exchange on which
    To be so registered                     each class is to be
                                            registered

   Common Stock, par value $.50/sh          The NASDAQ Stock Market LLC
   -------------------------------          -------------------------------

If this form relates to the  registration  of a class of securities  pursuant to
Section  12  (b) of the  Exchange  Act  and is  effective  pursuant  to  General
Instruction A.(c), check the following box. [X]

If this form relates to the  registration  of a class of securities  pursuant to
Section  12  (g) of the  Exchange  Act  and is  effective  pursuant  to  General
Instruction A.(d), check the following box. []

Securities Act registration statement file number to which this form relates:

(if applicable)

Securities to be registered pursuant to Section 12(g) of the Act:

                                      None
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                                (Title of class)


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                                (Title of class)





                                EXPLANATORY NOTE
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1. Description of Registrant's Securities to be Registered.

This Amendment No. 1 to Registration  Statement on Form 8-A12B/A initially filed
with the Securities and Exchange  Commission (the  "Commission") on February 20,
1997 is being filed by Providence and Worcester Railroad Company (the "Company")
to reflect the change in the  national  securities  exchange on which the common
stock, par value,  $.50/sh of the Company is listed. The NASDAQ Stock Market LLC
has  approved  the Common  Stock for listing on The NASDAQ Stock Market LLC, and
the Common Stock is expected to begin trading on such market on May 14, 2008.

The description of the Common Stock set forth under the caption  "Description of
Capital  Stock" in the  Company's  Registration  Statement on Form S-1 (File No.
333-62229),  initially filed with the Commission on August 26, 1998, as amended,
including  the  prospectus  contained  therein  filed  pursuant  to Rule  424(b)
pursuant to the Securities  Act of 1933, as amended,  and any and all amendments
and reports filed for the purpose of updating such description, are incorporated
herein by reference.

In  accordance  with the  Instructions  to Exhibits of Form 8-A, no exhibits are
required to be filed because no other  securities of the Company are  registered
on The NASDAQ Stock Market LLC, and the securities  registered hereby are not to
be registered  pursuant to Section 12(g) of the Securities Exchange Act of 1934,
as amended.


                                    SIGNATURE

Pursuant to the  requirements  of Section 12 of the  Securities  Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereto duly authorized.

(Registrant) Providence and Worcester Railroad Company
Date:        May 13, 2008

By:          /s/ Marie A. Angelini
Name:        Marie A. Angelini
Title:       Secretary and General Counsel