SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
SCHEDULE l3D
Under the Securities Exchange Act of l934
PITTSBURGH & WEST VIRGINIA RAILROAD
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(Name of Issuer)
Shares of Beneficial Interest, without par value
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(Title of Class of Securities)
724819107
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(CUSIP NUMBER)
H. J. Skelton
P. O. Box 19366
Jacksonville, Florida 32245-9366
(904) 223-4700
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(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
March 6, 1997
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a Statement on Schedule l3G
to report the acquisition which is the subject of this Statement and is filing
this Statement because of Rule l3d-1(b) (3) or (4), check the following box: ( )
Check the following box if a fee is being paid with this Statement: ( )
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CUSIP NO. 724819107 13D
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1. NAME OF REPORTING PERSON
BRICE R. SMITH, III
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
###-##-####
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: a( )
Not a member of a group b( )
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
PF-AF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ( )
None
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Missouri - U.S.A.
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Number of 7. SOLE VOTING POWER
11,300 Shares
Shares ___________________________
Beneficially owned 8. SHARED VOTING POWER
65,400 Shares
by Each Reporting ___________________________
Person 9. SOLE DISPOSITIVE POWER
11,300 Shares
With ___________________________
l0. SHARED DISPOSITIVE POWER
65,400 Shares
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
76,700 Shares
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
None excluded ( )
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
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14. TYPE OF REPORTING PERSON
IN
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ITEM l. Security and Issuer.
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This Schedule l3D relates to shares of Beneficial Interest, without par
value (the "Shares"), of Pittsburgh & West Virginia Railroad ("PWVR"), a real
estate investment trust organized and existing under the laws of the State of
Pennsylvania. The address of the principal executive offices of PWVR is 2 Port
Amherst Drive, Charleston, WV 25306
ITEM 2. Identity and Background.
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This Schedule 13D is filed by Brice R. Smith, III ("BRS"), a citizen of
the United States of America, whose principal business address is 13801
Riverport Drive, St. Louis, MO 63043. BRS' principal occupation is that of
attorney/investor. During the last five years, BRS has neither been convicted in
a criminal proceeding, nor been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which resulted in subjecting BRS
to a judgment, decree or final order enjoining future violations of or
prohibiting or mandating activities subject to federal or state securities laws
or finding any violation with respect to such laws.
ITEM 3. Source and Amount of Funds or Other Consideration.
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The Shares which are the subject of this Schedule l3D filing have been
acquired over a period of approximately two years using personal funds and funds
of affiliates, with the most recent purchase of 1,500 shares for $11,295.00
occurring on March 6, 1997. The latter purchase caused BRS' beneficial ownership
of Shares to exceed 5% (See Item 5 herein). No funds were borrowed for the
purpose of acquiring Shares.
ITEM 4. Purpose of Transaction.
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BRS acquired the Shares which are the subject of this filing for
investment purposes. He may acquire additional shares in the future.
ITEM 5. Interest in Securities of the Issuer.
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BRS has sole voting and dispositive powers with respect to 11,300
Shares and shared voting and dispositive powers with respect to 65,400 Shares.
BRS' beneficial ownership on March 6, 1997, totalled 76,600 Shares, 5.1% of the
1,510,000 Shares outstanding.
The following purchases were effected during the sixty days ended March
6, 1997.
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Date of Transaction Number of Shares Price per Share
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January 27, 1997 5,000 7.0625
January 27, 1997 2,500 7.1250
January 29, 1997 5,000 6.8750
February 13, 1997 3,000 7.3333
February 13, 1997 500 7.0000
February 13, 1997 600 7.1250
February 14, 1997 2,000 7.4375
February 18, 1997 1,600 7.4922
February 20, 1997 1,700 7.4853
February 20, 1997 1,000 7.5625
February 21, 1997 700 7.6250
February 21, 1997 1,200 7.5000
February 24, 1997 500 7.5625
February 24, 1997 5,000 7.6250
February 24, 1997 10,000 7.6250
February 28, 1997 5,000 7.6250
March 4, 1997 500 7.6250
March 5, 1997 1,500 7.5000
March 6, 1997 1,500 7.5000
All purchases were made on the open market.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
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None
ITEM 7. Material to be Filed as Exhibits
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Exhibit 24 - Power of Attorney granting representative authority to
sign filings
After reasonable inquiry and to the best of knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, correct and complete.
DATED: March 14, 1997
BRICE R. SMITH, III *
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Brice R. Smith, III
* /s/ H. J. Skelton
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H. J. Skelton
Attorney-In-Fact
Pursuant to a power-of-attorney
filed herewith.
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EXHIBIT 24
SPECIAL POWER OF ATTORNEY
STATE OF FLORIDA
COUNTY OF DUVAL
KNOW ALL MEN BY THESE PRESENTS: That I, BRICE R. SMITH, III, with
offices at 13801 Riverport Drive, St. Louis, MO 63043, do hereby make,
constitute and appoint H. JAY SKELTON, of 4310 Pablo Oaks Court, Jacksonville,
Florida, my true and lawful attorney in fact, for me and in my name, place and
stead:
to sign, deliver and file in my name and on my behalf both individually
and in my capacity as Trustee and on my behalf all forms or reports
required to be filed with the Securities and Exchange Commission by
officers, directors, and/or security holders of PITTSBURGH & WEST
VIRGINIA RAILROAD, a Pennsylvania corporation, pursuant to Sections
l6(a) and 13(d) of the Securities and Exchange Act of l934, as amended,
and the rules and regulations thereunder.
The rights, powers and authorities of my Attorney-in-Fact, granted in
this Special Power of Attorney shall commence and be in full force and effect
from the date hereof and shall remain in full force and effect thereafter until
I give notice in writing that such Power is terminated.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 13th day
of March l997.
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Signed, sealed and delivered /s/ Brice R. Smith, III
in the presence of: -----------------------
Brice R. Smith, III
/s/ NANCY MCDONALD
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/s/ G. P. BISHOP JR.
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STATE OF FLORIDA
COUNTY OF DUVAL
Before me, the undersigned, a notary public, State of Florida at Large,
an officer duly authorized to take acknowledgments, personally appeared BRICE R.
SMITH, III, personally known to me and known by me to be the person described in
and who executed the foregoing instrument, and he acknowledged before me that he
executed the same for the uses and purposes set forth in said instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal, this 13th day of March, l997.
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/s/ JANEAN C. BAKER
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Notary Public, State of Florida
at Large
Notary Public, Duval County, Florida
My Commission Expires May 8, 1999
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