TOTAL AGGREGATE     
                                                      NUMBER OF PAGES:_79_
                                        
                      SECURITIES AND EXCHANGE COMMISSION

                           Washington, DC  20549

                                 FORM 10-Q

              Quarterly Report Under Section 13 or 15(d) of the
                       Securities Exchange Act of 1934


For Quarter Ended:  June 30, 1997

Commission File Number:  0-12985
                          
                       DELAWARE OTSEGO CORPORATION                      
---------------------------------------------------------------------

          NEW YORK                           16-0913491           
-------------------------------  ------------------------------------
(State or other jurisdiction of           (I.R.S. Employer
incorporation or organization)          Identification No.)


       1 Railroad Avenue,   Cooperstown, New York 13326           
---------------------------------------------------------------------
             (Address of principal executive offices)

                        (607) 547-2555                             
---------------------------------------------------------------------
        (Registrant's telephone number, including area code)
                         
                          No Change                              
---------------------------------------------------------------------
(Former name, former address, and former fiscal year, if changed
from last report.)
      
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 requirements
for the past 90 days.

                     Yes___X___    No_______      

Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

Common Stock, $ .125 Par Value               1,880,345
------------------------------  ---------------------------------
       (Title of Class)            Outstanding at June 30, 1997
     

                                    - 1 -
<PAGE>
               
                             INDEX
                             -----

         DELAWARE OTSEGO CORPORATION AND SUBSIDIARIES
         --------------------------------------------

                                                                 Page
                                                                 ----
PART I.   FINANCIAL INFORMATION                                    

Item 1.   Financial Statements (Unaudited)

          Condensed Consolidated Balance Sheets -                   3
          June 30, 1997 and December 31, 1996

          Condensed Consolidated Statements of Operations -
          Three months ended June 30, 1997 and June 30, 1996; 
          Six months ended June 30, 1997 and June 30, 1996          5

          Condensed Consolidated Statements of Cash Flows -
          Six months ended June 30, 1997 and June 30, 1996          6

          Notes to Condensed Consolidated Financial Statements
          (Unaudited)                                               7

Item 2.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations                       8


PART II.  OTHER INFORMATION                                        12

SIGNATURES                                                         16

                                     - 2 -
<PAGE>
<TABLE>
                       Part I - Financial Information
               DELAWARE OTSEGO CORPORATION AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED BALANCE SHEETS
                                (Thousands)
---------------------------------------------------------------------------
<CAPTION>
                                          June 30, 1997   December 31, 1996
                                          -------------   -----------------
                                           (Unaudited)
<S>                                        <C>                 <C>
ASSETS
------
CURRENT ASSETS
   Cash and cash equivalents               $      1,297        $      1,179
   Accounts receivable                            6,377               5,269
   Reimbursable construction costs                  892               1,794
   Materials and supplies                           732               1,179
   Deferred income taxes                            332                 332
   Prepaid expenses                                 966                 730
   Other current assets                             149                 369
                                           ------------   -----------------
   Total Current Assets                          10,745              10,852


PROPERTY, PLANT AND EQUIPMENT
   Property, plant and equipment                 99,427              97,724
   Less:  accumulated depreciation and 
      amortization                              (36,052)            (33,790)
                                           ------------   -----------------
   Total Property, Plant and Equipment           63,375              63,934


OTHER ASSETS
   Other assets                                   1,204               1,195
   Investment in Affiliate                        2,371               2,342
                                           ------------   -----------------
   Total Other Assets                             3,575               3,537
                                           ------------   -----------------
TOTAL ASSETS                               $     77,695        $     78,323
                                           ============   =================

The accompanying notes are an integral part of the financial statements.
</TABLE>
                                     - 3 -
<PAGE>
<TABLE>
                       Part I - Financial Information
               DELAWARE OTSEGO CORPORATION AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED BALANCE SHEETS
                                (Thousands)
---------------------------------------------------------------------------
<CAPTION>
                                          June 30, 1997   December 31, 1996
                                          -------------   -----------------
                                           (Unaudited)
<S>                                        <C>                 <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES
   Notes payable to bank                   $      2,600        $     2,400
   Accounts payable                               9,714             11,020
   Accrued and other current liabilities          2,493              1,686
   Current maturities of long-term debt           1,771              1,768
                                           ------------   ----------------
   Total Current Liabilities                     16,578             16,874


LONG-TERM LIABILITIES
   Long-term debt                                11,553             12,383
   Deferred income taxes                         10,922             10,892

SUBORDINATED NOTES
   6.5% Convertible subordinated notes            3,580              3,580
                                           ------------   ----------------
   Total Long-Term Liabilities                   26,055             26,855
                                           ------------   ----------------
   Total Liabilities                             42,633             43,729



STOCKHOLDERS' EQUITY
   Common stock and additional 
      paid-in capital                             6,777              6,355
   Contributed capital                           20,951             20,092
   Retained earnings                              7,334              8,147
                                           ------------   ----------------
   Total Stockholders' Equity                    35,062             34,594
                                           ------------   ----------------
TOTAL LIABILITIES AND 
   STOCKHOLDERS' EQUITY                    $     77,695        $    78,323
                                           ============   ================

The accompanying notes are an integral part of the financial statements.
</TABLE>
                                     - 4 -
<PAGE>
<TABLE>
               DELAWARE OTSEGO CORPORATION AND SUBSIDIARIES
              CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                               Unaudited
                     (Thousands, except share amounts)
----------------------------------------------------------------------------
<CAPTION>
                                   Three Months Ended      Six Months Ended
                                        June 30,               June 30,
                                  -------------------    -------------------
                                      1997       1996        1997       1996
                                  --------   --------    --------   --------
<S>                               <C>        <C>         <C>        <C>
OPERATING REVENUES 
 Railway operating revenues       $  7,580   $  7,166    $ 14,292   $ 14,469
 Other operating revenues              552        481       1,070        857
                                  --------   --------    --------   --------
  Total Operating Revenues           8,132      7,647      15,362     15,326

OPERATING EXPENSES
 Maintenance, transportation
  and car hire                       5,591      5,909      10,970     12,425
 Depreciation and amortization       1,198      1,137       2,400      2,264
 General, administrative and other   1,171      1,260       2,421      2,309
                                  --------   --------    --------   --------
  Total Operating Expenses           7,960      8,306      15,791     16,998
                                  --------   --------    --------   --------
INCOME (LOSS) FROM OPERATIONS          172       (659)       (429)    (1,672)

Other Income (Expense)
 Interest expense, net                (425)      (363)       (829)      (754)
 Gain on sale of property 
  and equipment                          0        231           3        251
                                  --------   --------    --------   --------
  Other Expense, Net                  (425)      (132)       (826)      (503)
                                  --------   --------    --------   --------
Loss before income taxes and 
 equity interest in earnings 
 (loss) of Affiliate                  (253)      (791)     (1,255)    (2,175)
Provision for income tax benefit        84        269         413        739
                                  --------   --------    --------   --------
Loss before equity interest 
 in earnings (loss) of Affiliate      (169)      (522)       (842)    (1,436)

Equity interest in earnings 
 (loss) of Affiliate                    47          2          29        (59)
                                  --------   --------    --------   --------
NET LOSS                          $   (122)  $   (520)   $   (813)  $ (1,495)
                                  ========   ========    ========   ========

Loss per Share                    $  (0.07)  $  (0.28)   $  (0.44)  $  (0.83)
                                  ========   ========    ========   ========

Weighted Average 
 Shares Outstanding                  1,856      1,831       1,844      1,808
                                  ========   ========    ========   ========

The accompanying notes are an integral part of the financial statements.
</TABLE>
                                     - 5 -
<PAGE>
<TABLE>
               DELAWARE OTSEGO CORPORATION AND SUBSIDIARIES
              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                               Unaudited
                              (Thousands)
----------------------------------------------------------------------------
<CAPTION>
                                                     Six Months Ended
                                                ----------------------------
                                                June 30, 1997  June 30, 1996
                                                -------------  -------------
<S>                                                 <C>             <C>
OPERATING ACTIVITIES
  Net loss                                          $    (813)      $ (1,495)
  Adjustments to reconcile net loss to net cash
   provided (used) by operating activities:
   Depreciation and amortization                        2,400          2,264
   Provision for losses on accounts receivable             12              0
   Provision for deferred income taxes                   (412)          (733)
   Gain on sale of fixed assets                            (3)          (253)
   Equity interest in (income) loss of affiliate          (29)            59
  Changes in operating assets and liabilities:
   Increase in accounts receivable                     (1,120)        (1,472)
   Decrease in materials, supplies, prepaids
      and other current assets                          1,333            527
   (Decrease) Increase in accounts payable and
    accrued expenses                                     (492)           798
   Increase in other assets                               (25)          (213)
                                                -------------  -------------
Net Cash Provided (Used) by Operating Activities          851           (518)
                                                -------------  -------------
INVESTING ACTIVITIES
  Additions to property, plant and equipment           (1,825)        (2,484)
  Investment in Affiliate                                   0         (2,000)
  Proceeds from sale of assets                              1            276
  Contributed capital                                   1,301          1,204
                                                -------------  -------------
Net Cash Used by Investing Activities                    (523)        (3,004)
                                                -------------  -------------
FINANCING ACTIVITIES
  Increase in notes payable                               200          1,200
  Proceeds from long-term borrowings                        7          1,171
  Principal payments on long-term debt                   (834)          (563)
  Proceeds from other borrowings                            0            556
  Issuance of common stock                                422            998
  Dividends paid                                           (5)            (8)
                                                -------------  -------------
Net Cash (Used) Provided by Financing Activities         (210)         3,354
                                                -------------  -------------
Increase (Decrease) in Cash and Cash Equivalents          118           (168)
Cash and cash equivalents at beginning of period        1,179          1,213
                                                -------------  -------------
Cash and Cash Equivalents at End of Period          $   1,297       $  1,045
                                                =============  =============

The accompanying notes are an integral part of the financial statements.
</TABLE>
                                     - 6 -
<PAGE>
DELAWARE OTSEGO CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1.   The accompanying unaudited condensed consolidated financial statements
     have been prepared in accordance with generally accepted accounting
     principles for interim financial information and with the instructions
     to Form 10-Q and Rule 10-01 of Regulation S-X.  Accordingly, they do 
     not include all of the information and footnotes required by generally
     accepted accounting principles for complete financial statements.  In 
     the opinion of management, all adjustments considered necessary for a
     fair presentation have been included.

2.   The results of operations for the six months ended June 30, 1997 are    
     not necessarily indicative of the results to be expected for the year 
     ended December 31, 1997, due to certain freight revenues subject to 
     seasonal variations.   For further information, refer to the 
     consolidated financial statements and footnotes thereto included in 
     the Company's Annual Report on Form 10-K for the year ended December 
     31, 1996.

3.   Earnings per common share have been adjusted retroactively to reflect a
     5% stock dividend declared February 19, 1997.

4.   Investment in Affiliate on the consolidated balance sheet and equity
     interest in income (loss) of Affiliate on the consolidated statement of
     operations reflects the Company's acquisition of a 40% interest in The
     Toledo, Peoria and Western Railroad Corporation (TP&W) on January
     31, 1996.  The investment is accounted for under Accounting Principles
     Board Opinion No. 18, The Equity Method of Accounting for Investments
     in Common Stock.

5.   In February 1997, the Financial Accounting Standards Board issued
     Statement No. 128, Earnings per Share, which is required to be adopted
     on December 31, 1997.  At that time, the Company will be required to
     change the method currently used to compute earnings per share and to
     restate all prior periods.  The impact of Statement 128 is not expected 
     to be material.

6.   On March 1, 1997, the Company granted 10,000 nonqualified stock
     options at an exercise price of $10.00 per share.  In addition, on 
     March 21, 1997, the Company granted 24,927 incentive stock options and 
     4,236 nonqualified stock options at exercise prices of $15.75 per share.
     During the six months ended June 30, 1997, 49,575 stock options were 
     exercised at prices ranging from $8.43 to $8.64.  

                                     - 7 -
<PAGE>
Item 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS 
          (Thousands, except share amounts)


The following Management's Discussion and Analysis of Financial Condition 
and Results of Operations relates to the continuing operations of the 
Company.


LIQUIDITY AND CAPITAL RESOURCES

The Company's cash and cash equivalents at June 30, 1997, totaled $1,297.
Cash generated from operations, grants from certain state departments of
transportation, sales of property and additional debt are the Company's 
principal sources of liquidity.  Also contributing to positive cash flow 
in 1997 have been the exercise of 49,575 outstanding stock options.  The 
Company's primary cash applications are capital expenditures, debt service,
and working capital requirements. 

At June 30, 1997, the Company's working capital deficit was $5,833 or an
improvement of $189 over December 31, 1996.  The working capital ratio was
65% at June 30, 1997, compared to 64% at December 31, 1996.  Total long-term
liabilities at June 30, 1997 were $26,055.  Long-term debt (exclusive of 
current maturities but including convertible subordinated notes) as a 
percentage of equity decreased to 43% at June 30, 1997, from 46% at 
December 31, 1996.  Total capitalization (long-term debt, convertible 
subordinated notes and equity) was $50,195 at June 30, 1997 compared to 
$50,557 at December 31, 1996.

At June 30, 1997, notes payable consisted of a secured advance under a $5 
million line of credit with Manufacturers and Traders Trust Company (M&T.)
Interest on these borrowings is at prime plus 1.25%.  Prime at June 30, 1997
was 8.5%.  Available borrowings are based on and secured by eligible 
accounts receivable.  At June 30, 1997, eligible accounts receivable were 
$4.7 million and borrowings on the line were $2.6 million. 

The Company may borrow up to $500 from an equipment line of credit with Key
Bank National Association which expires on June 30, 1998.  At June 30, 1997,
the Company had not drawn down on this line.  The interest rate is the 
lender's Base Rate plus three quarters percent.

During the six month period ended June 30, 1997, additions to property, 
plant and equipment were $1,825 of which $1,301 or 71% was funded by grants
from the New York and New Jersey Departments of Transportation.  The 
balance was funded by cash provided from operations and advances from the 
M&T line of credit.  The Company's capital spending program for the balance
of 1997 is anticipated to be approximately $11 million, of which $5 million
is for railway projects, $5 million for acquisitions of land for terminals
and rehabilitations of facilities (addressed below) and the remainder for 
improvements to and purchases of locomotives and other equipment.  It is 
anticipated that funding for the capital program for the balance of 1997 
will be met by grants from participating state governments, cash generated
from operations, additional long-term debt, available funds from the lines 
of credit and proceeds from sales of non-operating assets.  The Company 

                                     - 8 -
<PAGE>
believes it has adequate working capital to fund existing and anticipated 
operations for at least the next twelve months.

The Company is under contract to acquire certain property which it currently
leases for use as a bulk distribution facility for a purchase price of 
approximately $3.7 million.  The purchase, which is expected to occur 
during 1997,  will be funded from a $500 thousand deposit made in 1995, $2.5
million of new long-term debt, the Company's working capital and funds from
the M&T line of credit if necessary.  The Company has received a commitment
for a credit facility from Manufacturers and Traders Trust Company for $2.5
million to finance the purchase.  This commitment expires on September 30,
1997.

The Company is currently in the process of completing a sale of railroad 
property of a  non-operating Company subsidiary.  When received, the 
proceeds of $650 will be used for working capital purposes.  The carrying 
amount of the property is estimated to be $110.


POTENTIAL CHANGES IN THE RAIL INDUSTRY

The Company relies on, and its ability to compete is dependent upon, its 
rail connections with CP and with Conrail for a substantial portion of its
rail traffic.  Changes in the operations of either of these carriers could 
have a material adverse impact on the Company.  CSX and Norfolk Southern 
have reached agreement, subject to regulatory approvals, to jointly acquire
and then divide Conrail's rail lines, with the result that both CSX and NS
will have direct access to the metropolitan New York and New Jersey region
without using the Company's rail lines.  For the six months ended June 30, 
1997, the Company derived approximately 49% of its operating revenue from
traffic hauled for a CSX subsidiary and approximately 20% of its operating
revenue from intermodal traffic hauled in conjunction with Norfolk Southern.
In aggregate, revenue generated from these two major customers, amounted to
$10,608 and $10,704 for six months ended June 30, 1997 and 1996, 
respectively.  The Company has contracts for both of these revenue sources 
which expire in 1999 and the loss of either customer would have a material 
adverse effect on results of operations. 

On August 8, 1997, the Company received an offer from a group comprised of
CSX Corporation, Norfolk Southern Corporation and Walter G. Rich, the
Company's President and Chief Executive Officer, to acquire 100% of the
Company's outstanding stock at a price of $19.00 per share.  The Company's
Board of Directors has met with its financial and legal advisors to review
the offer as well as other possible alternatives, and plans to continue 
discussions with the offering group.  The Company is unable at this time to
predict the final outcome of these discussions or the impact that the 
proposed restructuring of the eastern U.S. railroad system arising from the
sale of Conrail will have on the Company in the future.

RESULTS OF OPERATIONS 

Railway operating revenues, consisting of intermodal, carload and other 
railway operating revenues, in the aggregate increased $414 and decreased 
$177 for the three and six month periods ended June 30, 1997, respectively,

                                     - 9 -
<PAGE>
compared to the corresponding 1996 periods.  Second quarter, 1997 intermodal
revenues were $423 higher than the same quarter of 1996 due in large part 
to an increase in shipments of General Motors auto parts destined for South 
America.  Carload revenues were $47 higher for the three months ended June
30, 1997 than that quarter of 1996 due substantially to increased shipments 
of stone products from a reactivated stone quarry in Jamesville, New York.  
For the six months ended June 30, 1997, intermodal and carload revenues 
were $96 lower than and approximately equal to, respectively, the 
corresponding period of 1996 as the aforementioned increases nearly offset 
the decline in revenues which the Company experienced in the first quarter 
of 1997.  For the three and six month periods ending June 30, 1997, other 
railway operating revenues were $56 and $81 lower than those same periods 
of 1996 . 

Other operating revenues for the three and six month periods ended June 30,
1997 were $71 and  $213 greater than the respective 1996 period, due mostly
to higher construction related revenues.  

Maintenance, transportation and car hire expenses in the aggregate for the 
three and six month periods ended June 30, 1997 were $318 and $1,455, 
respectively, lower compared to the same periods of 1996.

Maintenance expenses, in the aggregate, for the three and six month periods
ended June 30, 1997  decreased $169 and $627, respectively, compared to the
respective 1996 periods.  These reductions are primarily attributable to 
cost cutting initiatives in 1997 and higher maintenance costs in 1996 
caused by severe winter weather.

Transportation and car hire expenses in the aggregate were $149 and $828 
lower for the three and six month periods ended June 30, 1997, respectively,
than those periods of 1996 due mostly to increased efficiencies in these 
areas.

Additions to the Company's fixed asset base accounted for the increase in
depreciation and amortization expenses from 1996 to 1997.

General, administrative and other expenses for the three month period ended
June 30, 1997 decreased $89 compared to the same period in 1996, in large 
part due to the Company's cost reduction measures.  These expenses are $112
higher for the six months ended June 30, 1997 than that period of 1996 due 
mostly to certain legal and other third party costs incurred in the first 
quarter of 1997 to help protect and promote the Company's interests during 
the restructuring of the railroad industry in the Northeast. 

As a result of the foregoing, the Company showed an operating profit of 
$172 for the three month period ended June 30, 1997, an improvement over 
the second quarter of 1996 of $831.  The year to date operating loss at 
June 30, 1997 was $429 or $1,243 lower than that of the corresponding 
period in 1996.  The operating ratios for the three and six month periods 
ended June 30, 1997 were 98% and 103%, respectively, compared to 109% and 
111% for the comparable 1996 periods.

Interest expense (net of capitalized interest and interest income) for the 
three month and six month periods ended June 30, 1997 increased $62 and 
$75, respectively, compared to the corresponding 1996 period, due 
principally to interest rate and outstanding debt differentials.

                                    - 10 -
<PAGE>
Gain on sale of property and equipment declined $231 and $248 for the three
and six month periods ending June 30, 1997, respectively, compared to those
same periods of 1996 as a result of a sale of various track materials of a 
non-operating subsidiary during the second quarter of 1996.

The Company's effective income tax rate on income before income taxes and
equity interest in income of affiliate for the three and six month periods
ended June 30, 1997 was 33% compared to 34% in the respective 1996 periods.

Equity interest in earnings (loss) of Affiliate (which represents the 
Company's 40% interest in the net income of the TP&W) increased $45 and $88
from the second quarter and the first half of 1997, respectively, compared 
to the corresponding 1996 periods.  This increase was due to improved TP&W 
revenues in 1997 compared to 1996, while expenses were kept within the 
range of those incurred during 1996.  

On February 19, 1997, the Company declared a 5% stock dividend payable to
stockholders of record February 28, 1997.  The dividend was paid on March 
31, 1997, resulting in the issuance of 86,703 shares of common stock.  All 
data in the accompanying financial statements and related notes have been 
restated to give effect to the dividend.

                                     - 11 -
<PAGE>
                                  PART II

                             OTHER INFORMATION    



Item 1.   Legal Proceedings
---------------------------
          None.


Item 2.   Changes in Rights of Security Holders
-----------------------------------------------
          None.


Item 3.   Defaults on Senior Securities
---------------------------------------
          None.


Item 4.   Submission of Matters to a Vote of Security Holders
-------------------------------------------------------------
     At the Annual Meeting of Shareholders held in Cooperstown, New York on
June 7, 1997, at which at least 1,510,000 shares, or 82% of the shares 
outstanding, were present in person or by proxy, the nominees listed in the
Registrant's Proxy Statement were elected and other actions taken as 
follows:

                                                For    Against  Abstain
                                             --------- ------- ---------
          1.   Election of Directors         

                    C. David Soule           1,508,812   2,611      -
                    Niles F. Curtis          1,509,074   2,349      -
                    Malcolm C. Hughes        1,509,560   1,863      -
                    Gordon R. Fuller         1,508,484   2,939      -

          2.   Ratification of Appointment
               of Independent Accountants    1,509,922     407    1,094


Item 5.   Other Information
---------------------------
          On August 8, 1997, the Company received an offer from a group 
comprised of CSX Corporation, Norfolk Southern Corporation and Walter G. 
Rich, the Company's President and Chief Executive Officer, to acquire 100% 
of the Company's outstanding stock at a price of $19.00 per share.  A copy 
of the offer is filed herewith as Exhibit 99.1.  On August 11, 1997, the 

                                    - 12 -
<PAGE>
Company issued a press release announcing the receipt of this offer.  A 
copy of the press release is filed herewith as Exhibit 99.2.


Item 6.   Exhibits and Reports on Form 8-K
------------------------------------------
     a)   Exhibits:   

                                             Filed herewith (-) or 
                                             incorporated by reference to
 
                                             ----------------------------

3.1  Restated Certificate of Incorporation   Exhibit 3.1 to Registrant's
     of the Delaware Otsego Corporation      Annual Report on Form 10-K
     dated June 1, 1991                      dated December 31, 1991 
       
3.2  Certificate of Amendment of Certificate Exhibit 3.2 to Registrant's
     of Incorporation of Delaware Otsego     Form 10-Q dated June 30, 1996
     Corporation dated June 3, 1996

3.3  By-Laws of DOC dated April 5, 1988      Exhibit 3.8 to Registrant's 
                                             Annual Report on  Form 10-K 
                                             dated December 31, 1988

10.1 Employment Agreement between DOC        Exhibit 10.1 to Registrant's
     and Walter Rich dated June 3, 1995      Quarterly Report on Form 10-Q
                                             dated June 30, 1995

10.2 Direct Loan Agreement between New       Exhibit 10(g) to Registration
     Jersey Economic Development Authority   Statement on Form S-1,
     and NYS&W dated August 6, 1982          No. 2-94319
 
10.3 Agreement between Conrail and NYS&W     Exhibit 10(p) to Registration
     dated March 30, 1982 relating to        Statement on Form S-1,
     trackage rights over line of Conrail    No. 2-94319  
     from Binghamton, New York to Warwick, 
     New York via Campbell Hall and Maybrook, 
     New York

10.4 Financing Agreement between NYS&W and   Exhibit 19.11 to Form 10-Q
     FRA dated September 30, 1985            dated November 13, 1986
     
10.5 Agreement Amending Financing Agreement  Exhibit 19.12 to Form 10-Q
     between FRA and NYS&W dated             dated November 13, 1986
     July 30, 1986

                                    - 13 -
<PAGE> 
10.6 Amendment to Direct Loan Agreement      Exhibit 19.18 to Form 10-Q
     between New Jersey Economic Development dated November 13, 1986
     Authority and NYS&W dated July 15, 1986
  
10.7 Amendment to Direct Loan Agreement      Exhibit 19.19 to Form 10-Q
     between New Jersey Economic Development dated November 13, 1986
     Authority and NYS&W dated September 2, 
     1986

10.8 Amended and Restated Credit Agreement   Exhibit 10.8 to Form 10-Q
     between Manufacturers and Traders       dated November 11, 1994
     Trust Company and DOC dated May 27,
     1994

10.9 Agreement between NYS&W and             -
     Brotherhood of Locomotive Engineers          
     dated May 1, 1997                       

10.10 Agreement between NYS&W and             Exhibit 10.10 to Registrant's
      Brotherhood of Maintenance of Way       Annual Report on Form 10-K
      Employes dated October 13, 1995         dated March 24, 1996

10.11 Modification to Direct Loan Agreement   Exhibit 10(hh) to Registration
      and Direct Loan Promissory Note dated   Statement on Form S-1,
      as of August 6, 1982 between the New    No. 2-94319          
      Jersey Economic Development Authority
      and NYS&W dated July 17, 1984  

10.22 Delaware Otsego Corporation             Exhibit B to Definitive Proxy
      1987 Stock Option Plan                  Statement Dated October 7, 1987

10.23 Delaware Otsego Corporation             Exhibit B to Definitive Proxy
      1993 Stock Option Plan                  Statement Dated May 5, 1993

10.27 Form of Delaware Otsego Corporation     Exhibit 1 to Registrant's
      6.5% Convertible Subordinated Note      Form 8-K dated October 19, 1993
      Due on September 1, 2003                     
          
10.28 Guarantee Commitment between the        Exhibit 10.28 to Registrant's
      Federal Railroad Administration and     Annual Report on Form 10-K
      DOC dated September 29, 1994            dated March 27, 1995

10.29 Warrant Agreement between DOC and       Exhibit 10.29 to Registrant's
      Creditanstalt Corporate Finance, Inc.   Annual Report on Form 10-K
      dated January 31, 1996                  dated March 24, 1996

                                    - 14 -
<PAGE>
10.30 Deficiency Guarantee among DOC and      Exhibit 10.30 to Registrant's
      others and Creditanstalt Corporate      Annual Report on Form 10-K
      Finance, Inc. dated January 31, 1996    dated March 24, 1996
     
10.31 Cash Collateral Agreement among DOC     Exhibit 10.31 to Registrant's
      and others and Creditanstalt Corporate  Annual Report on Form 10-K
      Finance, Inc. dated January 31, 1996    dated March 24, 1996

21    Subsidiaries of Registrant              Exhibit 21 to Registrant's
                                              Annual Report on Form 10-K
                                              dated March 22, 1997

99.1  Letter dated August 8, 1997 directed    -
      to the Board of Directors of the 
      Registrant from CSX Corporation, 
      Norfolk Southern Corporation and 
      Walter Rich

99.2  Press Release dated August 11, 1997     - 
      issued by the Registrant


      b) Reports on Form 8-K: 
      
         None.
  
                                    - 15 -
<PAGE>

SIGNATURES
----------

          Pursuant to the requirements of the Securities and Exchange Act 
of 1934, the Registrant has duly caused this report to be signed on its 
behalf by the undersigned thereunto duly authorized. 


                                        DELAWARE OTSEGO CORPORATION
                                        (Registrant)



Date:   August 12, 1997              s/  WALTER G. RICH
                                         ---------------------------------
                                         Walter G. Rich
                                         President and 
                                         Chief Executive Officer



                                   
                                     s/   WILLIAM B. BLATTER
                                          --------------------------------
                                          William B. Blatter
                                          Senior Vice President and
                                          Chief Financial Officer

                                    - 16 -