Form S-8

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CZQs3HsIsfJCMiphgy9aZyVL+XCbR+6nnOGkxFmeT8Gbi0nTF8+fLjVbLByKAxts kN/ycwBIPF6ZOz2FFqgVlQ== 0000914260-05-000142.txt : 20050816 0000914260-05-000142.hdr.sgml : 20050816 20050816144525 ACCESSION NUMBER: 0000914260-05-000142 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20050816 DATE AS OF CHANGE: 20050816 EFFECTIVENESS DATE: 20050816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PROVIDENCE & WORCESTER RAILROAD CO/RI/ CENTRAL INDEX KEY: 0000831968 STANDARD INDUSTRIAL CLASSIFICATION: RAILROADS, LINE-HAUL OPERATING [4011] IRS NUMBER: 050344399 STATE OF INCORPORATION: RI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-127581 FILM NUMBER: 051030425 BUSINESS ADDRESS: STREET 1: 75 HAMMOND ST CITY: WORCESTER STATE: MA ZIP: 01610 BUSINESS PHONE: 5087554000 MAIL ADDRESS: STREET 1: PROVIDENCE & WORCESTER RAILROAD CO STREET 2: 75 HAMMOND STREET CITY: WORCESTER STATE: MA ZIP: 01610 S-8 1 forms8.htm FORM S-8 Form S-8

Registration Statement No. 333-______

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
--------------------------

FORM S-8

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
--------------------------

PROVIDENCE AND WORCESTER RAILROAD COMPANY
(Exact Name of Registrant as Specified in its Charter)

Rhode Island 05-03444399
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)

75 Hammond Street, Worcester, MA 01610
(Address, including zip code
of Principal Executive Offices)

Providence and Worcester Railroad Company All Star/Anniversary
Safety Incentive Plan
(Full Title of the Plan)

Mary A. Tanona, Esq.
Secretary and General Counsel
Providence and Worcester Railroad
75 Hammond Street
Worcester, MA 01610
(508) 755-4000
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)

Copies to:
Margaret D. Farrell, Esq.
Hinckley, Allen & Snyder LLP
1500 Fleet Center
Providence, RI 02903
(401) 274-2000
---------------

====================================================================
CALCULATION OF REGISTRATION FEE
====================================================================
Title of Proposed Proposed
securities Amount maximum maximum Amount of
to be to be offering price aggregate registration
registered registered per share(1) offering price fee
- --------------------------------------------------------------------------------------------------------
Common Stock 25,000 $14.125 $353,125 $41.56
(par value
$0.01)
- --------------------------------------------------------------------------------------------------------

(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) based on the average of the high and low prices of
the Registrant's Common Stock, $14.25 and $14.00 respectively, reported by
The American Stock Exchange on August 12, 2005.

PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

Not required to be filed with the Securities and Exchange Commission (the
"Commission").

Item 2. Registrant Information and Employee Plan Annual Information.

Not required to be filed with the Commission.

Note: The documents containing the information specified in this Part I
will be sent or given to Plan participants as specified by Rule 428(b)(1). Such
documents need not be filed with the Commission either as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
registration statement pursuant to Item 3 of Part II of this Form, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended ("Securities Act").

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents, which have been filed by Providence and Worcester
Railroad Company, a Rhode Island corporation (the "Registrant") with the
Securities and Exchange Commission (the "Commission"), are incorporated by
reference herein and shall be deemed to be a part hereof:

(a) The description of Common Stock included in the Registrant's
Registration Statement on Form S-1 (Registration No. 333-62229) filed
with the Commission on August 25, 1998.

(b) The Annual Report of the Registrant on Form 10-K for the fiscal year
ended December 31, 2004.

(c) The Registrant's Definitive Proxy Statement filed with the Commission
on March 28, 2005 in connection with the Registrant's Annual Meeting
of Shareholders held on April 27, 2005.

(d) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2005.

(e) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2005.

(f) The Registrant's Current Reports on Form 8-K filed with the Commission
on April 19, 2005 and June 21, 2005.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the end of the fiscal year ended December
31, 2004 and prior to the date of the termination of the offering of the Common
Stock offered hereby shall be deemed to be incorporated by reference into this
registration statement and to be a part hereof from the date of filing of such
documents. Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained herein or in any document which is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.

The Registrant will provide without charge to each person to whom a
Prospectus is delivered, upon written or oral request of any such person, a copy
of any or all of the foregoing documents incorporated herein by reference (other
than exhibits to such documents). Written requests should be directed to Mary
Tanona, Secretary and General Counsel, Providence and Worcester Railroad
Company, 75 Hammond Street, Worcester, MA 01610.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Article SIXTH of the Registrant's Charter provides that a director shall
not be liable to the Registrant or its shareholders for breach of fiduciary duty
as a director, other than liability for (a) breach of the director's duty of
loyalty to the Registrant or its shareholders, (b) acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law, (c)
unlawful payment of a dividend or unlawful stock purchase or redemption, or (d)
any transaction from which the director derived an improper personal benefit.

Section 7-7.2-801 of the Rhode Island Business Corporation Act authorizes
indemnification of directors and officers of Rhode Island corporations. Article
XI of the Registrant's By-laws (i) authorizes the indemnification of directors
and officers (the "Indemnified Person") under specified circumstances to the
fullest extent authorized, (ii) provides for the advancement of expenses to the
Indemnified Persons for defending any proceedings related to the specified
circumstances and (iii) gives the Indemnified Persons the right to bring suit
against the Registrant to enforce the foregoing rights to indemnification and
advancement of expenses.

Item 7. Exemption From Registration Claimed.

Not applicable.

Item 8. Exhibits.

The Index to Exhibits to this Registration Statement is incorporated herein
by reference.

Item 9. Undertakings.

1. Rule 415 offering. The undersigned Registrant hereby undertakes:

a. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

i. To include any prospectus required by Section 10(a)(3) of the
Securities Act;

ii. To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement; and

iii. To include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement; PROVIDED, HOWEVER, that paragraphs
(a)(1)(i) and (a)(1)(ii) do not apply if the registration
statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in the registration statement.

b. That, for the purpose of determining liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial BONA FIDE offering thereof.

c. To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.

2. Filings incorporating subsequent Exchange Act documents by reference. The
undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
BONA FIDE offering thereof.

3. Incorporated annual and quarterly reports. The undersigned registrant
hereby undertakes to deliver or cause to be delivered with the prospectus,
to each person to whom the prospectus is sent or given, the latest annual
report to security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements of Rule
14a-3 or Rule 14c-3 under the Exchange Act; and, where interim financial
information required to be presented by Article 3 of Regulation S-X is not
set forth in the prospectus, to deliver, or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report
that is specifically incorporated by reference in the prospectus to provide
such interim financial information.

4. Requests for acceleration of effective date or filing of registration
statement on Form S-8. Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the Registrant for expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Worcester, Commonwealth of Massachusetts, on the 27th
day of July, 2005.

Providence and Worcester Railroad Company

By: /s/ Robert H. Eder
-------------------------------------------
Robert H. Eder
Chief Executive Officer

POWER OF ATTORNEY

We, the undersigned officers and directors of Providence and Worcester
Railroad Company, in the City of Worcester, Commonwealth of Massachusetts hereby
severally constitute and appoint Robert H. Eder our true and lawful attorney
with full power of substitution to sign for us and in our names in the
capacities indicated below, the Registration Statement on Form S-8 filed
herewith and any and all pre-effective and post-effective amendments to said
Registration Statement, and generally to do all such things in our names and on
our behalf in our capacities as officers and directors to enable Providence and
Worcester Railroad Company to comply with the provisions of the Securities Act
of 1933, as amended, and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may be signed
by our said attorneys, or any one of them, to said Registration Statement and
all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated:

Signature Title Date
- --------- ---- ----

/s/ Robert H. Eder Chief Executive Officer and Chairman July 27, 2005
- --------------------------
Robert H. Eder
(Principal Executive Officer)

/s/ Orville R. Harrold President, Chief Operating Officer and July 27, 2005
- --------------------------
Orville R. Harrold Director

/s/ Richard W. Anderson Director July 27, 2005
- ---------------------------
Richard W. Anderson

/s/ John J. Healy Director July 27, 2005
- ---------------------------
John J. Healy

/s/ Frank W. Barrett Director July 27, 2005
- ---------------------------
Frank W. Barrett

/s/ J. Joseph Garrahy Director July 27, 2005
- ---------------------------
J. Joseph Garrahy

/s/ James C. Garvey Director July 27, 2005
- ---------------------------
James C. Garvey

/s/ Charles M. McCollam, Jr Director July 27, 2005
- ---------------------------
Charles M. McCollam, Jr.

/s/ Craig M. Scott Director July 27, 2005
- ----------------------------
Craig M. Scott

EXHIBIT INDEX

Exhibit
Number Description
- ------ -----------

4.1 Restated Charter (filed as Exhibit 3.1 to Form S-1 Registration Statement No. 333-46433 and by
this reference incorporated herein).

4.2 By-laws, as amended (filed as Exhibit 4.2 to Form S-8 Registration Statement No. 333-02975 and
by this reference incorporated herein).

4.3 All Star/Anniversary Safety Incentive Plan of Providence and Worcester Railroad Company.

4.4 First Amendment to All Star/Anniversary Safety Incentive Plan of Providence and Worcester Railroad Company

5.1 Opinion of Hinckley, Allen & Snyder LLP.

23.1 Consent of Hinckley, Allen & Snyder LLP (included in Exhibit 5.1).

23.2 Consent of Deloitte & Touche LLP.

24.1 Power of Attorney (see page 6).

EX-4 2 exhibit43.htm EXHIBIT 4.3 Exhibit 4.3

                                                                    Exhibit 4.3

                    Providence and Worcester Railroad Company
                   All Star/Anniversary Safety Incentive Plan


     This Providence and Worcester Railroad Company All Star/Anniversary  Safety
Incentive  Plan (the "Plan") is adopted by  Providence  and  Worcester  Railroad
Company  (the  "Company")  for the purpose of  advancing  the  interests  of the
Company by providing compensation to participating employees for the achievement
of outstanding safety records.

     1.   Definitions.  For purposes of this Plan,  the  following  terms
          shall have the meanings set forth below:

          "Administrator"  means the  person(s)  appointed  by the  Compensation
     Committee  of the Board to  administer  the Plan as provided in Paragraph 2
     hereof.

          "Board"  means the Board of  Directors  of  Providence  and  Worcester
     Railroad Company.

          "Common Shares" means shares of the Company's  common stock,  $.50 par
     value per share.

          "Company" means  Providence and Worcester  Railroad  Company,  a Rhode
     Island corporation.

          "Effective Date" means January 1, 2004.

          "Injury" means a reportable injury according to the regulations of the
     Federal Railroad Administration.

          "Participant"   means  an  employee  who  meets  the  requirements  of
     eligibility described in Paragraph 3 hereof.

          "Plan Year" means the calendar year.

          "Stock  Bonus" means a bonus paid pursuant to the terms of the Plan in
     the form of the Company's Common Stock.

          "Team" means the American League Team and/or the National League Team,
     as applicable, as described in Paragraph 5 hereof.

     2.   Administration.   The  Plan  shall  be   administered   by  the
          Administrator.   The  Administrator  may  establish,  subject  to  the
          provisions  of the  Plan,  such  rules  and  regulations  as it  deems
          necessary  for the proper  administration  of the Plan,  and make such
          determinations  and take such  actions in  connection  therewith or in
          relation with the Plan as it deems necessary or advisable,  consistent
          with the Plan.



     3.   Eligibility  and  Participation.  Any person who is employed by
          the Company under the terms of a collective  bargaining  agreement and
          any other employee as determined by the Company's Safety Director,  in
          his or her sole discretion, shall participate in the Plan.

     4.   Stock  Bonus  Awards.  The  Company  shall  make  Stock  Bonus  awards
          annually.  Participants  in the Plan shall  receive Stock Bonus awards
          from the Company as they become eligible in accordance with Paragraphs
          5 and 6 hereof.

     5.   All Star Safety  Awards.  The  American  League Team shall  consist of
          Company employees who are members of the United  Transportation  Union
          and Transportation  Communications  International  Union. The National
          League Team will consist of Company  employees  who are members of the
          Brotherhood of Railroad Signalmen. Management employees of the Company
          shall not be eligible to participate. The All Star program shall begin
          on January 1st of each year.  For each  calendar  quarter  that a Team
          goes without an Injury,  each Team member will accrue a possible  five
          (5) Common  Shares.  For any calendar  quarter for which a Team has an
          Injury,  Team members will not accrue any possible shares.  At the end
          of each Plan Year, the members of the Team that has the fewer Injuries
          will be awarded  their accrued  shares (if any),  plus an additional 5
          shares per Team  member (the  "Winner's  Bonus") for being the winning
          Team.  If both Teams have the same number of Injuries,  the members of
          the Team with the fewest lost time days  resulting  from such Injuries
          shall be awarded their accrued shares plus the Winner's Bonus. If both
          Teams end the Plan Year with no Injuries,  the accrued shares plus the
          Winner's Bonus shall be awarded to all members of both Teams.

     6.   Anniversary  Safety  Awards.  During any Plan Year, a Participant  who
          shall have or will have completed the numbers of continuous Plan Years
          without an Injury as set forth  below  shall be awarded  the number of
          Common Shares applicable to such anniversary as set forth below.

         1 year            10 Common Shares
         5 years           25 Common Shares
         10 years          50 Common Shares
         15 years          65 Common Shares
         20 years          80 Common Shares
         25 years          100 Common Shares
         30 years          120 Common Shares
         35 years          140 Common Shares
         40 years          160 Common Shares
         45 years          180 Common Shares
         50 years          200 Common Shares

     7.   Plan Awards.

          (a)  As promptly as  practicable  after the end of each Plan Year, the
               Company will cause the Common Shares awarded to each  Participant
               eligible in  accordance  with  Paragraphs 5 and/or 6 hereof to be
               registered in the name of such Participant, or if the Participant
               so directs  by written  notice to the  Treasurer  of the  Company
               prior  to  the  end  of  such  Plan  Year,  in  the  name  of the
               Participant and one such other person as may be designated by the
               Participant,  as joint tenants with rights of  survivorship or as
               tenants by the entireties,  to the extent permitted by applicable
               law. A Participant shall have all of the rights and privileges of
               a shareholder with respect to all Common Shares registered in the
               Participant's  name,   subject,   however,  to  the  restrictions
               described in subparagraph (b) below.


          (b)  Common Shares awarded to any Participant pursuant to the Plan may
               not be sold, exchanged,  transferred,  pledged,  hypothecated, or
               otherwise  disposed of by the  Participant  for a period of three
               years  after the date of such  award,  other  than by will or the
               laws of descent and distribution.

          (c)  No  certificates  for  Common  Shares  will  be  delivered  to  a
               Participant until the expiration of the restrictions described in
               subparagraph  (b) above.  Upon written request of the Participant
               at any  time  after  the  expiration  of such  restrictions,  the
               Company  shall  deliver  to the  Participant  stock  certificates
               representing the Common Shares registered in his or her name.

     8.   Shares  Subject  to the Plan.  The  Common  Shares  to be  issued  and
          delivered to the Company pursuant to the Plan may be either authorized
          but unissued shares or treasury  shares of the Company.  The aggregate
          number of Common  Shares of the Company  which may be issued under the
          Plan  shall  not  exceed  25,000  shares;  subject,  however,  to  the
          adjustment  provided  in  Paragraph  10 hereof,  in the event of stock
          dividends,  exchanges  of  shares  or the  like  occurring  after  the
          Effective Date of the Plan.

     9.   Compliance with Securities  Laws.  Common Shares issued by the Company
          pursuant  to this  Plan  shall  be  granted  and  issued  only in full
          compliance with all applicable  securities laws, including laws, rules
          and  regulations  of  the  Securities  and  Exchange   Commission  and
          applicable  state Blue Sky Laws. With respect  thereto,  the Board may
          impose such conditions on transfer,  restrictions and limitation as it
          may deem  necessary and  appropriate  to ensure  compliance  with such
          applicable securities laws.

     10.  Share  Adjustments.  In the event there is any change in the Company's
          Common  Shares   resulting   from  stock  splits,   stock   dividends,
          combinations  or  exchanges  of  shares,   or  other  similar  capital
          adjustments,  equitable proportionate  adjustments shall automatically
          be made without further action by the  Administrator  in the number of
          shares available for award under the Plan.

     11.  Amendment or Termination. The Administrator may terminate this Plan at
          any  time,  and may  amend  the Plan at any time or from time to time;
          provided,   however,  that  any  amendment  that  would  increase  the
          aggregate  number  of  shares  that  may be  issued  under  the  Plan,
          materially increase the benefits accruing to employees under the Plan,
          or  materially   modify  the   requirements   as  to  eligibility  for
          participation  in the Plan  shall be subject  to the  approval  of the
          Board.


     12.  Tax  Withholding.  Any Stock Bonus  awarded  hereunder  shall  provide
          appropriate  arrangements  for the satisfaction by the Company and the
          Participant of all federal,  state,  local or other income,  excise or
          employment  taxes or tax  withholding  requirements  applicable to the
          receipt of Common Shares as determined by the Administrator.

     13.  No Effect on  Employment  Status.  The fact that an employee  has been
          granted a Stock  Bonus  under this Plan  shall not limit or  otherwise
          qualify  the  right  of  the  Company  to  terminate  the   employee's
          employment at any time.

     14.  Rhode  Island  Law  to  Govern.  This  Plan  shall  be  construed  and
          administered  in accordance with and governed by the laws of the State
          of Rhode Island.


     IN WITNESS WHEREOF, the Company has caused this Safety Incentive Plan to be
executed by its duly authorized officer as of the 1st day of January, 2004.


                                    PROVIDENCE AND WORCESTER RAILROAD
                                    COMPANY


                                    By     /s/ Mary A Tanona
                                       -------------------------------------------------
                                         Name: Mary A. Tanona
                                         Title: Secretary and General Counsel

EX-4 3 exhibit44.htm EXHBITI 4.4 Exhibit 4.4


                                                                    Exhibit 4.4


                               FIRST AMENDMENT TO
                               ------------------
                    PROVIDENCE AND WORCESTER RAILROAD COMPANY
                    -----------------------------------------
                   ALL STAR/ANNIVERSARY SAFETY INCENTIVE PLAN
                   ------------------------------------------


     WHEREAS,  the Providence  and Worcester  Railroad  Company (the  "Company")
adopted the  Providence  and  Worcester  Railroad  Company All  Star/Anniversary
Safety Incentive Plan (the "Plan") as of January 1, 2004;

     WHEREAS,  the undersigned has been designated as the  Administrator  of the
Plan by the Compensation Committee of the Board in accordance with the Plan;

     WHEREAS, the Administrator has determined that a clarification of Section 6
of the Plan is necessary  in order to have it conform with the  intention of the
Company,  in  establishing  the Plan,  that the Plan serve as an  incentive  for
employees to strive for continued safe work records; and

     WHEREAS,  the Plan provides that the  Administrator  "may amend the Plan at
any time or from time to time; provided,  however, that any amendment that would
increase  the  aggregate  number  of shares  that may be issued  under the Plan,
materially  increase  the  benefits  accruing to  employees  under the Plan,  or
materially  modify the  requirements as to eligibility for  participation in the
Plan shall be subject to the approval of the Board.";

     NOW, THEREFORE, Section 6 of the Plan is hereby amended by the addition, at
the end of the first sentence thereof, of the following:

               "; provided,  however, that the award of Common Shares for 1 year
          without an Injury listed below shall be available only with respect to
          the first year of  employment  for  Employees who were hired after the
          Effective  Date of the Plan and who  complete  the first year of their
          employment with the Company without an Injury."

     Except as modified  hereby,  the Plan remains  unmodified and in full force
and effect.

     IN WITNESS WHEREOF,  the Plan Administrator has caused this First Amendment
to be executed as of the 13th day of July, 2005.



                            /s/ Robert J. Easton
                               -----------------------------------------------------
                                Robert J. Easton, Administrator of
                                Providence and Worcester Railroad Company
                                All Star/Safety Incentive Plan

EX-5 4 exhibit51.htm HAS OPINION EXHIBIT 5.1 Exhibit 5.1

                                                                Exhibit 5.1
                                                                -----------


August 16, 2005

Providence and Worcester Railroad Company

RE:      2005  Registration  Statement  on Form S-8 for  Issuance  of  Shares  under All  Star/Anniversary  Safety
         ----------------------------------------------------------------------------------------------------------
         Incentive Plan.
         ---------------

Ladies and Gentlemen:

We have acted as counsel to Providence and Worcester  Railroad Company,  a Rhode
Island corporation (the "Company"), in connection with the filing by the Company
of the Registration  Statement on Form S-8 (the  "Registration  Statement") with
the  Securities  and  Exchange   Commission  relating  to  the  registration  of
Twenty-Five  Thousand  (25,000) shares of the Company's  common stock, par value
$0.01 per share (the "Common  Stock"),  issuable  pursuant to the  Company's All
Star/Anniversary Safety Incentive Plan, as amended (the "Plan").

In  connection  with this opinion,  we have  examined the Company's  Articles of
Incorporation, the By-laws of the Company, the Registration Statement, corporate
proceedings  of the Company  relating to the issuance of the Common  Stock,  the
Plan and such other  instruments  and documents as we have deemed relevant under
the circumstances.

In making the  aforesaid  examination,  we have assumed the  genuineness  of all
signatures and the conformity to original  documents of all copies  furnished to
us as original or photostatic copies.

Based upon and subject to the  foregoing,  we are of the opinion that the Common
Stock  which may be issued  under  the Plan has been  duly  authorized  and when
issued in accordance  with the terms of the Plan will be validly  issued,  fully
paid and non-assessable.

We hereby consent to the use of our opinion as herein set forth as an exhibit to
the Registration  Statement.  This opinion is rendered to you in connection with
the  Registration  Statement,  and  except  as  consented  to in  the  preceding
sentence,  may not be  relied  upon or  furnished  to any  other  person  in any
context.  In giving such consent, we do not thereby admit that we are within the
category of persons whose consent is required  under Section 7 of the Securities
Act of  1933  or the  rules  and  regulations  of the  Securities  and  Exchange
Commission thereunder.

Very truly yours,


/s/ Hinckley, Allen & Snyder LLP

EX-23 5 exhibit232.htm DELOITTE CONSENT EXHIBIT 23.2 Exhibit 23.2

                                                                Exhibit 23.2

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We consent to the incorporation by reference in this  Registration  Statement on
Form  S-8  of our  report  dated  March  25,  2005,  relating  to the  financial
statements and financial  statement schedules of Providence & Worcester Railroad
Company  appearing in the Annual  Report on Form 10-K of  Providence & Worcester
Railroad Company for the year ended December 31, 2004.

Deloitte & Touche LLP

Boston, Massachusetts
August 16, 2005

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