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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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 *

CONTI P SCOTT 		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
__ X __ Officer (give title below)      _____ Other (specify below)
President and COO
(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     M    12000   A   (1) 24846   D    
Common Stock   11/1/2016     D    12000   D $25.00   (2) 12846   D    
Common Stock   11/1/2016     D    12846   D $25.00   (2) 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)   $13.70   11/1/2016     D         8000    1/18/2017   (3) 1/18/2026   Common Stock   8000   $11.30   (4) (5) 0   D    
Stock Option (right to buy)   $18.09   11/1/2016     D         838    7/2/2015   1/2/2025   Common Stock   838   $6.91   (4) (6) 0   D    
Stock Option (right to buy)   $19.55   11/1/2016     D         844    7/2/2014   1/2/2024   Common Stock   844   $5.45   (4) (7) 0   D    
Stock Option (right to buy)   $13.96   11/1/2016     D         704    7/2/2013   1/2/2023   Common Stock   704   $11.04   (4) (8) 0   D    
Stock Option (right to buy)   $11.40   11/1/2016     D         716    7/3/2012   1/3/2022   Common Stock   716   $13.60   (4) (9) 0   D    
Stock Option (right to buy)   $16.75   11/1/2016     D         715    7/3/2011   1/3/2021   Common Stock   715   $8.25   (4) (10) 0   D    
Stock Option (right to buy)   $10.75   11/1/2016     D         618    7/4/2010   1/4/2020   Common Stock   618   $14.25   (4) (11) 0   D    
Stock Option (right to buy)   $11.99   11/1/2016     D         570    7/2/2009   1/2/2019   Common Stock   570   $13.01   (4) (12) 0   D    
Stock Option (right to buy)   $16.72   11/1/2016     D         465    7/2/2008   1/2/2018   Common Stock   465   $8.28   (4) (13) 0   D    
Stock Option (right to buy)   $19.50   11/1/2016     D         440    7/2/2007   1/2/2017   Common Stock   440   $5.50   (4) (14) 0   D    
Restricted Stock Unit     (1) 11/1/2016     M         12000      (1) 1/3/2025   Common Stock   12000     (1) 0   D    

Explanation of Responses:
( 1)  Each Restricted Stock Unit represented the contingent right to receive one share of the Company's stock upon achieving certain performance goals. In connection with the merger, each Restricted Stock Unit was cancelled for cash in the amount of $25.00 per share, for total consideration of $300,000.00.
( 2)  Disposed of for $25.00 per share in cash 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.
( 3)  This non-qualified stock option grant, which provided for vesting in annual installments of 10% on January 18, 2017, 10% on January 18, 2018, 20% on January 18, 2019, 30% on January 18, 2020 and 30% on January 18, 2021, was cancelled in accordance with the merger of Pullman with and into the Company pursuant to the terms of the Merger Agreement.
( 4)  This option was cancelled pursuant to the terms of the Merger Agreement.
( 5)  The reporting person received $90,400.00 as consideration for the cancellation.
( 6)  The reporting person received $5,790.58 as consideration for the cancellation.
( 7)  The reporting person received $4,599.80 as consideration for the cancellation.
( 8)  The reporting person received $2,980.80 as consideration for the cancellation.
( 9)  The reporting person received $9,737.60 as consideration for the cancellation.
( 10)  The reporting person received $5,898.75 as consideration for the cancellation.
( 11)  The reporting person received $8,806.50 as consideration for the cancellation.
( 12)  The reporting person received $7,415.70 as consideration for the cancellation.
( 13)  The reporting person received $3,850.20 as consideration for the cancellation.
( 14)  The reporting person received $2,420.00 as consideration for the cancellation.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
CONTI P SCOTT
75 HAMMOND STREET
WORCESTER, MA 01610 		X
President and COO

Signatures
/s/ P. Scott Conti 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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