FORM 4
[ X ] 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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OMB Number: 3235-0287
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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 *

BARRETT FRANK W 		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                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(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)

_ X _ Form filed by One Reporting Person
___ 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     D    1460   D $25.00   (1) 0   D    

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
Stock Option (right to buy)   $16.49   11/1/2016     D         1000    1/18/2017   1/18/2026   Common Stock   1000   $8.51   (2) (3) 0   D    
Stock Option (right to buy)   $18.09   11/1/2016     D         290    7/2/2015   1/2/2025   Common Stock   290   $6.91   (2) (4) 0   D    
Stock Option (right to buy)   $19.55   11/1/2016     D         280    7/2/2014   1/2/2024   Common Stock   280   $5.45   (2) (5) 0   D    
Stock Option (right to buy)   $13.96   11/1/2016     D         270    7/2/2013   1/2/2023   Common Stock   270   $11.04   (2) (6) 0   D    
Stock Option (right to buy)   $11.40   11/1/2016     D         260    7/3/2012   1/3/2022   Common Stock   260   $13.60   (2) (7) 0   D    
Stock Option (right to buy)   $16.75   11/1/2016     D         250    7/3/2011   1/3/2021   Common Stock   250   $8.25   (2) (8) 0   D    
Stock Option (right to buy)   $10.75   11/1/2016     D         240    7/4/2010   1/4/2020   Common Stock   240   $14.25   (2) (9) 0   D    
Stock Option (right to buy)   $11.99   11/1/2016     D         230    7/2/2009   1/2/2019   Common Stock   230   $13.01   (2) (10) 0   D    
Stock Option (right to buy)   $16.72   11/1/2016     D         220    7/2/2008   1/2/2018   Common Stock   220   $8.28   (2) (11) 0   D    
Stock Option (right to buy)   $19.50   11/1/2016     D         210    7/2/2007   1/2/2017   Common Stock   210   $5.50   (2) (12) 0   D    

Explanation of Responses:
( 1)  Disposed of pursuant to 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, in exchange for $25.00 per share in cash.
( 2)  This option was cancelled pursuant to the terms of the Merger Agreement.
( 3)  The reporting person received $8,510.00 as consideration for the cancellation.
( 4)  The reporting person received $2,003.90 as consideration for the cancellation.
( 5)  The reporting person received $1,526.00 as consideration for the cancellation.
( 6)  The reporting person received $2,980.80 as consideration for the cancellation.
( 7)  The reporting person received $3,536.00 as consideration for the cancellation.
( 8)  The reporting person received $2,062.50 as consideration for the cancellation.
( 9)  The reporting person received $3,420.00 as consideration for the cancellation.
( 10)  The reporting person received $2,992.30 as consideration for the cancellation.
( 11)  The reporting person received $1,821.60 as consideration for the cancellation.
( 12)  The reporting person received $1,155.00 as consideration for the cancellation.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
BARRETT FRANK W
75 HAMMOND STREET
WORCESTER, MA 01610 		X



Signatures
/s/ Frank W. Barrett 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.
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