UNITED STATES
       SECURITIES AND EXCHANGE COMMISSION
	     Washington, D.C.  20549

	         SCHEDULE 13G/A
     Under the Securities Exchange Act of 1934
	       (Amendment No. 12)

     Providence and Worcester Railroad Company
	       (Name of Issuer)

                    Common
        (Title of Class of Securities)

                  743737108
                (CUSIP Number)

              December 31, 2010
(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:

[ X ]	Rule 13d-1(b)
[ X ]	Rule 13d-1(c)
[   ]	Rule 13d-1(d)

Please see Explanatory Note in Item 3 below.




CUSIP No.  743737108

1.Names of Reporting Persons.

  Steinberg Asset Management, LLC

I.R.S. Identification Nos. of above persons (entities only).

  06-1623775

2.Check the Appropriate Box if a Member of a Group

(a) [  ]
(b) [  ]

3.SEC Use Only

4.Citizenship or Place of Organization

  Delaware, United States

Number of 	5.Sole Voting Power	284,184
Shares
Beneficially	6.Shared Voting Power	0
Owned by
Each 		7.Sole Dispositive Power  284,184
Reporting
Person With	8.Shared Dispositive Power	0

9.Aggregate Amount Beneficially Owned by Each Reporting Person	284,184

10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares  [   ]

11.Percent of Class Represented by Amount in Row (9) 5.90%

12.Type of Reporting Person:  IA



CUSIP No.  743737108

1.Names of Reporting Persons.

  Michael A. Steinberg

I.R.S. Identification Nos. of above persons (entities only).


2.Check the Appropriate Box if a Member of a Group

(a) [  ]
(b) [  ]

3.SEC Use Only

4.Citizenship or Place of Organization

  United States

Number of 	5.Sole Voting Power	252,784
Shares
Beneficially	6.Shared Voting Power	0
Owned by
Each 		7.Sole Dispositive Power  252,784
Reporting
Person With	8.Shared Dispositive Power	0

9.Aggregate Amount Beneficially Owned by Each Reporting Person	252,784

10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares  [   ]

11.Percent of Class Represented by Amount in Row (9) 5.25%

12.Type of Reporting Person:  IN




Item 1(a).	Name of Issuer:

		Providence and Worcester Railroad Co.

Item 1(b).	Address of Issuer's Principal Executive Offices:

		75 Hammond Street
		Worcester, MA 01610

Item 2(a).	Name of Person Filing
Item 2(b).	Address of Principal Business Office or, if None, Residence
Item 2(c).	Citizenship

		Steinberg Asset Management, LLC
		12 East 49th Street
		Suite 1202
		New York, NY 10017
		Delaware

		Michael A. Steinberg
		12 East 49th Street
		Suite 1202
		New York, NY 10017
		United States

Item 2(d).	Title of Class of Securities:

		Common

Item 2(e).	CUSIP Number:

		743737108

Item 3.	If This Statement is Filed Pursuant to 240.13d-1(b) or 240.13d-2(b)
	or (c), Check Whether the Person Filing is a:

	(a) - Broker or dealer registered under Section 15 of the Act.
	(b) - Bank as defined in Section 3(a)(6) of the Act.
	(c) - Insurance company as defined in Section 3(a)(19) of the Act.
	(d) - Investment company registered under Section 8 of the Investment Company
        	Act of 1940.
	(e) X An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
	(f) - An employee benefit plan or endowment fund in accordance with
		240.13d-1(b)(1)(ii)(F);
	(g) - A parent holding company or control person in accordance with 240.13d-
		1(b)(1)(ii)(G);
	(h) - A savings association as defined in Section 3(b) of the Federal Deposit
		 Insurance Act;
	(i) - A church plan that is excluded from the definition of an investment
		 company under Section 3(c)(14) of the Investment Company Act of 1940;
	(j) - Group, in accordance with 240.13d-1(b)(1)(ii)(J).

Explanatory Note: Michael A. Steinberg is not a person filing pursuant to
Rule 13d-1(b). Mr. Steinberg is filing this Statement pursuant to Rule 13d-1(c).



Item 4.	Ownership:

	a. Amount beneficially owned: 536,968

	Michael A. Steinberg may be deemed to have beneficial ownership of the
	securities beneficially owned by Steinberg Asset Management, LLC
	and Michael A. Steinberg & Company, Inc. In addition, the securities reported
	as beneficially owned by Michael A. Steinberg include securities held by
	Mr. Steinberg's wife and children as well as securities	held in trust for
	Mr. Steinberg's children of which Mr. Steinberg is trustee.

	b. Percent of Class: 11.15%

	c. Number of shares as to which the person has:

		(i)  Sole power to vote or to direct the vote 536,968

		(ii) Shared power to vote or to direct the vote	0

		(iii)Sole power to dispose or to direct the disposition of 536,968

		(iv) Shared power to dispose or to direct the disposition 0

Item 5.	Ownership of Five Percent or Less of a Class:

	Not applicable.

Item 6.	Ownership of More than Five Percent on Behalf of Another Person:

	Not applicable.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the
	Security Being Reported on By the Parent Holding Company of Control
	Person:

	Not applicable.

Item 8.	Identification and Classification of Members of the Group:

	Not applicable.

Item 9.	Notice of Dissolution of Group:

	Not applicable.



Item 10.Certification:

Steinberg Asset Management, LLC:

By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary
course of business and were not acquired and are not held for the purpose of
or with the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.

Michael A. Steinberg:

By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.

				SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

Date: February 14, 2011

	Steinberg Asset Management, LLC

	By:/s/ Steven Feld
	------------------------
	Steven Feld
	Title: Managing Director


	By:/s/ Michael A. Steinberg
	------------------------
	Name: Michael A. Steinberg



		 	JOINT FILING AGREEMENT

The undersigned hereby agree that the Statement on this Schedule 13G/A, dated
February 14, 2011, (the "Schedule 13G/A"), with respect to the Common Stock of
Providence and Worcester Railroad Company is filed on behalf of each of us
pursuant to and in accordance with the provisions of Rule 13d-1(k) under the
Securities Exchange Act of 1934, as amended, and that this Agreement shall be
included as an Exhibit to this Schedule 13G/A. Each of the undersigned agrees
to be responsible for the timely filing of the Schedule 13G/A, and for the
completeness and accuracy of the information concerning itself contained
therein. This Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one and the same instrument.

        IN WITNESS WHEREOF, the undersigned have executed this Agreement as
of the 14th day of February 2011.

                                        Steinberg Asset Management, LLC

					By:/s/ Steven Feld
					------------------------
					Steven Feld
					Title: Managing Director

				       	By:/s/ Michael A. Steinberg
					------------------------
					Name: Michael A. Steinberg