SCHEDULE 14C
                                 (Rule 14c-101)
                  INFORMATION REQUIRED IN INFORMATION STATEMENT

                            SCHEDULE 14C INFORMATION


                 Information Statement Pursuant to Section 14(c)
            of the Securities Exchange Act of 1934 (Amendment No. 1)


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[X]  Preliminary Information Statement    [  ] Confidential, for Use of the 
                                               Commission Only (as permitted by
                                               Rule 14c-5(d)(2))

[  ] Definitive Information Statement

                    Providence and Worcester Railroad Company
                (Name of Registrant As Specified In Its Charter)

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                    Providence and Worcester Railroad Company
                                75 Hammond Street
                         Worcester, Massachusetts 01610
                                 (508) 755-4000

                              INFORMATION STATEMENT

                                  INTRODUCTION

         This Information  Statement is being furnished to the holders of common
stock, par value $.50 per share (the "Common Stock") of Providence and Worcester
Railroad Company, a Rhode Island corporation (the "Company"), in connection with
the approval by written  consent dated as of February 9, 1998,  from the holders
of a majority of the outstanding  shares of Common Stock and of preferred stock,
par  value  $50.00  per  share of the  Company  (the  "Preferred  Stock")  of an
amendment  to the  Company's  Charter  to change the  authorized  capital of the
Company  by  increasing  the  number of  authorized  shares  of Common  Stock to
15,000,000  and reducing the number of authorized  shares of Preferred  Stock to
653, and to delete the provision in the Company's  Charter which gives the Board
of Directors the authority to increase the number of authorized shares of Common
Stock without additional shareholder action (the "Amendment").  This Information
Statement is being mailed on or about February 23, 1998, to holders of record of
Common Stock of the Company on February 6, 1998.  There were  approximately  705
holders of record of Company Common Stock on such date.

                                     VOTING

         As provided by the Rhode Island  Business  Corporation  Act (the "Rhode
Island Act"), the Board of Directors (the "Board"), at a meeting held on January
28, 1998,  which was attended by all members of the Board,  including  Robert H.
Eder,  the  Chairman,  approved the  proposed  Amendment  and directed  that the
Amendment be submitted to the Company's shareholders for their consideration and
approval.  Under the Rhode Island Act, the affirmative vote of a majority of the
issued  and  outstanding  shares of Common  Stock is  required  to  approve  the
Amendment.  Pursuant to the Company's  by-laws,  the holders of the Common Stock
and the holders of the Preferred  Stock vote as separate  classes on all matters
presented to the Shareholders for their approval. On February 9, 1998, Robert H.
Eder, Linda Eder, Orville R. Harrold,  Robert J. Easton,  Heidi J. Eddins, Frank
W. Barrett,  Phillip D. Brown, John H. Cronin, J. Joseph Garrahy, John J. Healy,
William J. LeDoux,  Charles M. McCollam,  Jr. and Bestfoods who collectively own
1,134,137 shares, or 51.2%, of the outstanding shares of Common Stock,  executed
a written consent in favor of approval of the proposed  Amendment.  Further,  on
February 9, 1998, Robert H. Eder, who owns 500 shares, or 77% of the outstanding
shares of Preferred  Stock,  executed a written  consent in favor of approval of
the proposed Amendment.  Accordingly, no additional approval of the Amendment by
the Company's shareholders is required.

                        WE ARE NOT ASKING FOR A PROXY AND
                    YOU ARE REQUESTED NOT TO SEND US A PROXY



                          RECOMMENDATION OF THE BOARD

         THE BOARD HAS UNANIMOUSLY  APPROVED THE PROPOSAL TO AMEND THE COMPANY'S
CHARTER. THE HOLDERS OF A MAJORITY OF THE OUTSTANDING SHARES OF COMMON STOCK AND
PREFERRED STOCK HAVE EACH EXECUTED  WRITTEN  CONSENTS  APPROVING THE PROPOSAL TO
AMEND THE COMPANY'S  CHARTER.  NO  ADDITIONAL  APPROVAL FOR THE AMENDMENT TO THE
COMPANY'S CHARTER IS REQUIRED.

                            REASON FOR THE AMENDMENT

         The Company has adopted the Amendment to change its authorized  capital
stock by increasing the authorized  shares of Common Stock from 3,026,436 shares
to 15,000,000  shares.  The increase in the authorized Common Stock will provide
the Company with increased flexibility in structuring possible future financings
and acquisitions and in meeting other corporate needs which may arise, including
a possible public offering of its Common Stock.

         The Amendment also decreases the authorized  Preferred Stock from 6,817
shares  to 653  shares,  the  number  of shares  of  Preferred  Stock  currently
outstanding, and deletes the provision in the Company's Charter which authorized
the Company's Board of Directors to amend the Company's  Charter to increase the
number of its  authorized  shares of Common Stock up to a maximum of  30,000,000
shares.  These changes limit the Board of Directors' ability to issue any shares
of Common Stock or Preferred Stock beyond the current authorized capital without
first obtaining shareholder approval.

         The  Amendment  has been  approved by the  written  consent of both the
holders of a majority of the issued and  outstanding  shares of Common Stock and
the  holders of a majority  of the issued and  outstanding  shares of  Preferred
Stock.  The Amendment  will become  effective  upon filing with the Rhode Island
Secretary  of State which is expected to occur  approximately  20 days after the
date this  Information  Statement  is mailed to the  holders of record of Common
Stock and Preferred Stock.





               SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                                   MANAGEMENT

         The following table sets forth the only persons  (including any "group"
as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934)
who, to the best of the Company's knowledge,  were the beneficial owners of more
than 5% of the  Company's  outstanding  Common  Stock or  Preferred  Stock as of
February  6,  1998.  Each  of  the  Company's  outstanding  Preferred  Stock  is
convertible at any time, at the option of the holder,  into 100 shares of Common
Stock of the Company.

                                     Number                         Percent
Name and Address                  of shares held                    of Class

Robert H. Eder                   996,492 (Common) (a)                 45%
2441 S.E.Bahia Way                   500 (Preferred)                  77%
Stuart, Florida 34996

Massachusetts Capital Resource   200,000 (Common) (b)                  8%
   Company
420 Boylston Street
Boston, Massachusetts 02116

(a)      Includes  74,580  shares of Common  Stock owned by Mr.  Eder's wife and
         assumes no conversion of Preferred Stock. If all of his Preferred Stock
         were  converted  into  Common  Stock,  Mr.  Eder  would  own 47% of the
         outstanding Common Stock.

(b)      Represents 200,000 shares of Common Stock issuable upon the exercise of
         a Common Stock Purchase Warrant held by Massachusetts  Capital Resource
         Company.






The following table reflects as of February 6, 1998, the beneficial ownership of
shares of Common Stock of the Company by directors and executive officers of the
Company, all shares being owned directly except as otherwise noted:

Name of Individual or                    Shares                      Percent
Identification of Group                  Owned      Options (a)    of Class (a)

Robert H. Eder (b).....................1,046,492          0            47%
Orville R. Harrold (c)....................21,243       1,567            *
Robert J. Easton (d).......................1,281         830            *
Heidi J. Eddins (e)........................3,143         784            *
Frank W. Barrett.............................500         130            *
Phillip D. Brown.............................100         130            *
John H. Cronin.............................1,330         210            *
J. Joseph Garrahy..........................1,000         530            *
John J. Healy................................300         700            *
William J. LeDoux............................600       1,050            *
Charles M. McCollam, Jr......................500         110            *
All executive officers and directors
     as a group (11 people)............1,076,489       6,041           49%

     * Less than 1%

     (a)  Includes options exercisable within 60 days.

     (b)  Includes  74,580  shares of Common Stock owned by Mr.  Eder's wife and
          assumes the  conversion of the 500 shares of Preferred  Stock owned by
          Mr. Eder.

     (c)  Includes (i) 1,700 shares of Common Stock held by Mr.  Harrold's wife,
          and (ii)  2,600  shares  of Common  Stock  held by a  custodian  in an
          individual retirement account for the benefit of Mr. Harrold.

     (d)  Includes 118 shares of Common Stock held by Mr. Easton's wife.

     (e)  Includes 900 shares of Common Stock held by Ms. Eddins' minor children
          under the Uniform Gift to Minors Act.