FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Eder Robert H 		2. Issuer Name and Ticker or Trading Symbol

PROVIDENCE & WORCESTER RAILROAD CO/RI/ [ PWX ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Executive Officer
(Last)          (First)          (Middle)

75 HAMMOND STREET 		3. Date of Earliest Transaction (MM/DD/YYYY)

11/1/2016
(Street)

WORCESTER, MA 01610
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   11/1/2016     C    50000   (1) A   (2) (3) 892742   (4) I   By Self as Co-Trustee of the Robert H. Eder Trust  
Common Stock   11/1/2016     D    892742   D $25   (5) 0   I   By Self as Co-Trustee of each of the Robert H. Eder Trust and the Linda Eder Trust  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Preferred Stock     (7) 11/1/2016     C         500      (6)   (2) Common Stock   50000     (2) (3) 0   I   By Self as Co-Trustee of the Robert H. Eder Trust  

Explanation of Responses:
( 1)  These securities are owned by the Robert H. Eder Trust, of which Robert H. Eder and Linda Eder are each co-trustees. Each of Robert H. Eder and Linda Eder has a beneficial interest in such shares and for purposes of Section 13(d) of the Exchange Act, Robert H. Eder is a member of a "group" with Linda Eder.
( 2)  The preferred stock was convertible into common stock on a 100-for-1 basis and had no expiration date.
( 3)  Pursuant to the terms of the Merger Agreement, dated August 12, 2016 (the "Merger Agreement"), among Providence and Worcester Railroad Company (the "Company"), Genesee & Wyoming Inc. ("G&W"), and Pullman Acquisition Sub Inc. ("Pullman"), whereby Pullman merged with and into the Company, whereupon the separate corporate existence of Pullman ceased and the Company became a wholly-owned subsidiary of G&W (the "Merger"), each outstanding share of preferred stock of the Company, par value $50 per share, was deemed to be automatically converted, along with the aggregate accrued or accumulated and unpaid dividends thereon, into 100 shares of the common stock of the Company, par value $0.50 per share, and each share of common stock of the Company issued and outstanding at the effective time of the Merger (including common stock into which the preferred stock has been deemed converted) shall be converted into and exchanged for the right to receive cash in the amount of $25.
( 4)  Includes 74,580 shares of common stock held by the Linda Eder Trust, of which Robert H. Eder and Linda Eder are each co-trustees, and 818,162 shares of common stock held by the Robert H. Eder Trust (which includes 50,000 shares of common stock deemed to have been converted from 500 shares of preferred stock held by the Robert H. Eder Trust). Each of Robert H. Eder and Linda Eder has a beneficial interest in shares held by the Linda Eder Trust.
( 5)  Disposed of pursuant to the Merger Agreement in exchange for $25.00 per share in cash.
( 6)  Immediately.
( 7)  100-1

Remarks:
See attachment for additional joint filer information.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Eder Robert H
75 HAMMOND STREET
WORCESTER, MA 01610 		X X Chief Executive Officer
Eder Linda
75 HAMMOND STREET
WORCESTER, MA 01610
X


Signatures
/s/ Stephen J. Carlotti, as Attorney-In-Fact for Robert H. Eder and Linda Eder 11/2/2016
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Providence And Worcester Railroad Company (NASDAQ:PWX)
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Providence And Worcester Railroad Company (NASDAQ:PWX)
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