SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Amendment No. 1
to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Providence and Worcester Railroad Company
(Name of Issuer)
Common Stock, $.50 par value
(Title of Class of Securities)
743737 10 8
(CUSIP Number)
Edwin G. Torrance
Hinckley, Allen & Snyder
1500 Fleet Center, Providence, RI 02903
(401) 274-2000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 6, 1994
(Date of Event which Requires Filing of this
Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the
subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with this
statement [ ].
<PAGE>
CUSIP No. 743737 10 8
1) Name of Reporting Person:
Robert H. Eder
2) Check the Appropriate Box if a Member of a Group
(a) X
(b)
3) SEC Use Only
4) Source of Funds - 00
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization - U.S.A.
Number of 7) Sole Voting Power: 921,912 shares
Shares Bene-
ficially Owned 8) Shared Voting Power: -0- shares
by Each Reporting
Person With 9) Sole Dispositive Power: 921,912 shares
10) Shared Dispositive Power: -0- shares
11) Aggregate Amount Beneficially Owned by Each Reporting Person
996,492 shares*
*Excludes 50,000 shares which may be acquired at any time by
Robert H. Eder upon conversion of 500 shares of Preferred Stock
of the issuer. Includes 74,580 shares held by Mr. Eder's wife,
Linda Eder.
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
13) Percent of Class Represented by Amount in Row (11) = 50.5%
14) Type of Reporting Person (See Instructions)
IN
<PAGE>
CUSIP No. 743737 10 8
1) Name of Reporting Person:
Linda Eder
2) Check the Appropriate Box if a Member of a Group
(a) X
(b)
3) SEC Use Only
4) Source of Funds - 00
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization - U.S.A.
Number of 7) Sole Voting Power: 74,580 shares
Shares Bene-
ficially Owned 8) Shared Voting Power: -0- shares
by Each Reporting
Person With 9) Sole Dispositive Power: 74,580 shares
10) Shared Dispositive Power: -0- shares
11) Aggregate Amount Beneficially Owned by Each Reporting Person
996,492 shares*
*Excludes 50,000 shares which may be acquired at any time by
Robert H. Eder, husband of Linda Eder, upon conversion of 500
shares of Preferred Stock of the issuer. Includes 921,912
shares held by Mr. Eder.
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
13) Percent of Class Represented by Amount in Row (11) = 50.5%
14) Type of Reporting Person (See Instructions)
IN
<PAGE>
Item 1. Security and Issuer
Title of class of equity securities: Common Stock, $.50
par value.
Name of issuer: Providence and Worcester Railroad
Company.
Address of issuer's principal executive offices: 75
Hammond Street, Worcester, MA 01601.
Item 2. Identity and Background
Name of persons filing this statement: Robert H. Eder and
Linda Eder.
Business address: 3601 Southeast Ocean Boulevard, Suite
203, Stuart, Florida 34996
Present principal occupation or employment of Robert H.
Eder: Chairman, Providence and Worcester Railroad Company, 75
Hammond Street, Worcester, MA 01601.
Present principal occupation or employment of Linda Eder:
Vice President, Capital Properties, Inc., One Hospital Trust
Plaza, Suite 920, Providence, Rhode Island 02903.
Neither person filing this statement has, during the last
five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
Neither person filing this statement was, during the last
five years, a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgement, 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.
Both of the persons filing this statement are citizens of
the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
The acquisition of shares of Common Stock of the issuer
was effected through the conversion by Robert H. Eder of 827
shares of the Preferred Stock, $50 par value, of the issuer
into 82,700 shares of Common Stock, $.50 par value, of the
issuer, pursuant to conversion rights inherent in the issuer's
Preferred Stock. No other consideration was paid by Mr. Eder
in connection with such conversion.
Item 4. Purpose of Transaction
The conversion by Mr. Eder of 827 shares of Preferred
Stock of the issuer into 82,700 shares of Common Stock of the
issuer was effected in order to increase Mr. Eder's ownership
of Common Stock of the issuer while retaining a majority of
the outstanding Preferred Stock.
Item 5. Interest in Securities of the Issuer
(a) As of October 31, 1994 the following securities
were held of record by the persons filing this
statement:
Class of Number of Percentage of Out-
Name Securities Shares standing Shares
Robert H. Eder Common Stock,
$.50 par value 921,912 45.8%
Preferred Stock,
$50 par value 500 76.6%
Linda Eder Common Stock,
$.50 par value 74,580 3.7%
The shares of Common Stock and Preferred Stock of the
issuer held by each person named above may be deemed to
be beneficially owned by the other.
(b) The persons filing this statement have powers to vote
and to dispose of shares of capital stock of the issuer as
set forth below:
Robert H. Eder:
Sole power to vote or to direct the vote:
Common Stock: 921,912 shares. Preferred Stock:
500 shares.
Shared power to vote or to direct the vote:
None
Sole power to dispose or to direct the disposition:
Common Stock: 921,912 shares. Preferred Stock:
500 shares
<PAGE>
Shared power to dispose or to direct the disposition:
None
Linda H. Eder:
Sole power to vote or to direct the vote:
Common Stock: 74,580 shares
Shared power to vote or to direct the vote:
None
Sole power to dispose or to direct the disposition:
Common Stock: 74,580 shares
Shared power to dispose or to direct the disposition:
None
(c) Neither of the persons filing this statement has effected
any transactions in the Common Stock, $.50 par value, of the
issuer during the past 60 days, except pursuant to the
conversion by Robert H. Eder of shares of Preferred Stock of
the issuer into Common Stock, as described under item 3.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Robert H. Eder and Linda Eder are husband and wife and may
accordingly be expected to vote and otherwise deal in and with their
shares of capital stock of the issuer in concert; otherwise, there are
no contracts, arrangements, or understandings or relationships among the
persons filing this statement requiring disclosure under this item.
Item 7. Material to be Filed as Exhibits
Not applicable.
SIGNATURES
After reasonable inquiry and to the best of our knowledge and
belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
__________________________
Robert H. Eder
__________________________
Linda Eder
Date: November __, 1994
