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                   SECURITIES AND EXCHANGE COMMISSION



                         Washington, D. C. 20549



                                 FORM 10-K



              Annual Report Pursuant to Section 13 or 15(d)

                 of the Securities Exchange Act of 1934



For the fiscal year ended December 31, 1997     Commission File Number 1-5447



                    PITTSBURGH & WEST VIRGINIA RAILROAD               

           (Exact name of registrant as specified in its charter)



      Pennsylvania                                  25-6002536                  

(State of organization)                  (I.R.S. Employer Identification No.)



#2 Port Amherst Drive, Charleston, WV                              25306-6699   

 (Address of principal executive offices)                          (Zip Code)





        Registrant's telephone number, including area code (304) 926-1124



Securities Registered Pursuant to Section 12(b) of the Act:



                                                        Name of each exchange

     Title of each class                                 on which registered



Shares of beneficial interest,                         American Stock Exchange

     without par value



Securities Registered Pursuant to Section 12(g) of the Act:   None





Indicate by check mark whether the registrant (1) has filed all reports

required to be filed by Section 13 or 15(d) of the Securities Exchange

Act of 1934 during the preceding 12 months (or for such shorter period

that the registrant was required to file such reports), and (2) has been

subject to such filing requirement for the past 90 days:



Yes     X                                  No         



The aggregate market value of the voting stock held by nonaffiliates of

the registrant as of March 6, 1998, was $11,096,425.



At March 6, 1998, there were 1,510,000 outstanding shares of beneficial

interest.



                                                                         

Notices and communications from the Securities and Exchange Commission

for the registrant may be sent to Robert A. Hamstead, Vice President

and Secretary-Treasurer, #2 Port Amherst Drive, Charleston, WV 25306.