SCHEDULE 13D
(Rule 13d-101)
Information to be Included in Statements Filed Pursuant
to Rule 13d-1(a) and Amendments Thereto Filed
Pursuant to Rule 13d-2(a)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Providence and Worcester Railroad Company
(Name of Issuer)
Common Stock $.50 par value per share
(Title of Class of Securities)
743737 10 8
(CUSIP Number)
Margaret D. Farrell, Esq.
Hinckley, Allen & Snyder
1500 Fleet Center
Providence, Rhode Island 02903
(401) 274-2000
(Name, address and telephone number of person
authorized to receive notices and communications)
April 14, 1998
(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 form because of Section 13d-1(b) (3) or (4), check the following box. [ ]
Note. Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP No. 743737 10 8 13D Page 2 of 6 Pages
_______________________________________________________________________________
1 Names of Reporting Persons/I.R.S. Identification Nos. of Above
Persons (Entities Only)
Robert H. Eder
_______________________________________________________________________________
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(See Instructions) (b) [ ]
_______________________________________________________________________________
3 SEC Use Only
_______________________________________________________________________________
4. Source of Funds (See Instructions)
not applicable
_______________________________________________________________________________
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Item
2(d) or 2(e)
_______________________________________________________________________________
6 Citizenship or Place of Organization
U.S.
_______________________________________________________________________________
Number of 7 Sole Voting Power: 818,162 (assumes full conversion of
Shares the 500 shares of Preferred Stock owned by Mr. Eder into
Beneficially 50,000 shares of Common Stock)
Owned by _______________________________________________________________
Each 8 Shared Voting Power
Reporting
Person With 0
_______________________________________________________________
9 Sole Dispositive Power: 818,162 (assumes full conversion
of the 500 shares of Preferred Stock owned by Mr. Eder
into 50,000 shares of Common Stock)
_______________________________________________________________
10 Shared Dispositive Power
0
_______________________________________________________________________________
11 Aggregate Amount Beneficially Owned by Each Reporting Person 892,742
(includes 74,580 shares of Common Stock owned by Mr. Eder's spouse,
Linda Eder, and assumes full conversion of the 500 shares of Preferred
Stock owned by Mr. Eder into 50,000 shares of Common Stock)
_______________________________________________________________________________
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ] (See Instructions)
_______________________________________________________________________________
13 Percent of Class Represented by Amount in Row (11)
25.9%
_______________________________________________________________________________
14 Type of Reporting Person (See Instructions)
IN
_______________________________________________________________________________
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CUSIP No. 743737 10 8 13D Page 3 of 6 Pages
_______________________________________________________________________________
1 Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
(Entities Only)
Linda Eder
_______________________________________________________________________________
2 Check the Appropriate Box if a Member of a Group (a) [ ]
(See Instructions) (b) [ ]
_______________________________________________________________________________
3 SEC Use Only
_______________________________________________________________________________
4 Source of Funds (See Instructions)
not applicable
_______________________________________________________________________________
5 Check if Disclosure of Legal Proceedings is Required Pursuant to Item
2(d) or 2(e)
_______________________________________________________________________________
6 Citizenship or Place of Organization
U.S.
_______________________________________________________________________________
Number of 7 Sole Voting Power
Shares 74,580
Beneficially _____________________________________________________________
Owned by 8 Shared Voting Power
Each 0
Reporting _____________________________________________________________
Person With 9 Sole Dispositive Power
74.580
_____________________________________________________________
10 Shared Dispositive Power
0
_______________________________________________________________________________
11 Aggregate Amount Beneficially Owned by Each Reporting Person 892,742
(includes 818,162 shares of Common Stock owned by Ms. Eder's spouse,
Robert H. Eder, which assumes the conversion of the 500 shares of
Preferred Stock owned by Mr. Eder to 50,000 shares of Common Stock)
_______________________________________________________________________________
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ] (See Instructions)
_______________________________________________________________________________
13 Percent of Class Represented by Amount in Row (11)
25.9%
_______________________________________________________________________________
14 Type of Reporting Person (See Instructions)
IN
_______________________________________________________________________________
<PAGE>
CUSIP No. 743737 10 8 13D Page 4 of 6 Pages
ITEM 1 SECURITY AND ISSUER
This Amendment No. 2 to the Statement on Schedule 13G dated June 18, 1989,
as amended by Amendment No. 1 dated November 4, 1994 relates to the shares of
Common Stock, $.50 par value, (the "Common Stock") of Providence and Worcester
Railroad Company, a Rhode Island corporation (the "Issuer"). The address of the
Issuer's principal office is 75 Hammond Street, Worcester, Massachusetts 01601.
ITEM 2 IDENTITY AND BACKGROUND
(a) Robert H. Eder and Linda Eder
(b) Residential Address: 2441 Southeast Bahia Way, Stuart, Florida 34996
(c) Robert H. Eder: Chairman of the Board, Capital Properties, Inc., One
Hospital Trust Plaza, Suite 920, Providence, Rhode Island 02903
Linda Eder has retired from business.
(d)-(e) Neither Mr. Eder nor Ms. Eder in the last five years (i) has been
convicted in any criminal proceeding, or (ii) was a party to any civil
proceeding of any judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject 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.
(f) Both Mr. Eder and Ms. Eder are citizens of the United States of
America.
ITEM 5 INTEREST IN SECURITIES OF THE ISSUER
(a) After the sale of securities described in subparagraph (c) below, as of
April 21, 1998, Mr. Eder and Ms. Eder each beneficially own 892,742 shares
of Common Stock representing 25.9%(1) of the class. These shares held as
follows:
768,162 shares of Common Stock held directly by Mr. Eder,
74,580 shares of Common Stock held directly by Ms. Eder, and
50,000 shares of Common Stock issuable upon the conversion of 500
shares of Preferred Stock held by Mr. Eder
________________
(1) Based upon 3,444,498 shares of Common Stock outstanding.
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CUSIP No. 743737 10 8 13D Page 5 of 6 Pages
(b) Number of Shares Mr. Eder has:
(i) sole power to direct the vote of: 818,162*
(ii) shared power to direct the vote of: 0
(iii) sole power to direct the disposition of: 818,162*
(iv) shared power to direct the disposition of: 0
* Assumes full conversion of the 500 shares of Preferred Stock owned by Mr.
Eder into 50,000 shares of Common Stock.
Number of shares Ms. Eder has:
(i) sole power to direct the vote of: 74,580
(ii) shared power to direct the vote of: 0
(iii) sole power to direct the disposition of: 74,580
(iv) shares power to direct the disposition of: 0
(c) Pursuant to the exercise of the over-allotment option granted to the
underwriters of the Issuer's recent public offering as more fully described
in a Registration Statement on Form S-1 (No. 333-46433), on April 14, 1998,
Robert H. Eder sold 153,750 shares of Common Stock to such underwriters for
a gross purchase price of $14.25 per share, less underwriting discounts and
commissions of $0.99 per share. Other than as described in this section, in
the past 60 days neither Mr. Eder nor Ms. Eder has not effected any
transaction in the Common Stock of the Issuer.
(d) Not applicable.
(e) Not applicable.
ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH REPSECT
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
None.
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CUSIP No. 743737 10 8 13D Page 6 of 6 Pages
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
/s/ Robert H. Eder
________________________________
Robert H. Eder
/s/ Linda Eder
________________________________
Linda Eder
Dated: April 22, 1998
