Attached files

Exhibit 3.2 Amendment to Second Amended Regulations

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

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

       WHERAS, the original Regulations (the "Original
Regulations") were 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 Regulations"); and

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

	NOW THEREFORE, the Second Amended Regulations are hereby
amended as set forth herein below.

	1. New Article II, Section 8.  Article II, Section 8 is
hereby amended and restated to read in its entirety as follows:

	Section 8.  The holders of 33 1/3% of the shares of
beneficial interest in the Trust issued and
outstanding and entitled to vote thereat, present in
person or represented by proxy, shall constitute a
quorum at all meetings of the beneficiaries for the
transaction of business.  If, however, a quorum shall
not be present or represented at any meeting of the
beneficiaries, the beneficiaries entitled to vote
thereat, present in person or represented by proxy
shall have the power to adjourn the meeting from time
to time, without notice other than announcement at the
meeting, until a quorum shall be present or
represented.  At any such adjourned meeting at which a
quorum shall be present or represented, any business
may be transacted which might have been transacted at
the meeting as originally notified.  In the case of
any meeting called for the election of trustees, those
who attend the second of such adjourned meetings,
though less than a quorum, shall nevertheless
constitute a quorum for the purpose of electing
trustees.

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