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Exhibit 3.1 Amendment to Second Amended Declaration of Trust

Pittsburgh & West Virginia Railroad (the "Trust")Amendment No. 3
to Declaration of Trust

       This AMENDMENT NO. 3 to the Declaration of Trust (the
"Amendment") effective August 11, 2011.

       WHERAS, the original Declaration of Trust (the "Original
Declaration") was filed with the SEC on a Form 8-K Amendment to
Annual Report on Form 10-K for the year ended December 31, 1988
and was amended on February 14, 2011 and May 16, 2011, (the
"Second Amended Declaration"); and

       WHERAS, the Trustees, deeming it desirable and in the
Trust?s best interest to amend the Second Amended Declaration,
hereby duly adopt this Amendment.

	NOW THEREFORE, the Second Amended Declaration is hereby
amended as set forth herein below.

	1. New Section 3.1.  Section 3.1 is hereby amended and
restated to read in its entirety as follows:

	Section 3.1. Meetings.  There shall be an annual
meeting of the Beneficiaries at such time and place
and upon such notice as the Regulations shall
prescribe, at which the Trustees shall make a report
of the business and operations of the Trust and
Trustees shall be elected.  Special meetings may be
called and held in the manner and upon the notice
provided in the Regulations.  33 1/3% of the
outstanding shares in the Trust present in person or
by proxy shall constitute a quorum at any meeting.

       2. Continued Effect.  Other than as amended by this
Amendment, the remaining terms and provisions of the First
Amended Declaration remain unchanged and in full force and
effect.