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, 1998   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 2, 1999, was $12,036,800.

At March 2, 1999, 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.


        This amendment is made because the following Financial Statements were
omitted from the original filing.


                               SIGNATURES


     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

PITTSBURGH & WEST VIRGINIA RAILROAD


By  /s/    Robert A. Hamstead
           Robert A. Hamstead
        Vice President and Secretary-Treasurer

Date: February 27, 2006





                        Audited Financial Statements


                     Pittsburgh & West Virginia Railroad


                    Years Ended December 31, 1998 and 1997


                              TABLE OF CONTENTS

                                                                          Page

Independent Accountants' Report                                           F-2

Financial Statements:

     Balance Sheet                                                        F-3

     Statement of Operations                                              F-4

     Statement of Changes in
          Shareholders' Equity                                            F-5

     Statement of Cash Flows                                              F-6

     Notes to Financial Statements                                        F-7


     All schedules are omitted for the reason they are not required or are not
applicable.







                                     F-1




                           INDEPENDENT ACCOUNTANTS' REPORT



To the Trustees and Shareholders
Pittsburgh & West Virginia Railroad

     We have audited the accompanying balance sheet of Pittsburgh & West
Virginia Railroad as of December 31, 1998 and 1997, and the related statements
of operations, changes in shareholders' equity, and cash flows for each of the
three years in the period ended December 31, 1998.  These financial statements
are the responsibility of the Company's management.  Our responsibility is to
express an opinion on these financial statements based on our audits.

     We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a reasonable basis
for our opinion.

     In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Pittsburgh & West
Virginia Railroad as of December 31, 1998 and 1997, and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1998, in conformity with generally accepted accounting
principles.





/s/ Gibbons & Kawash
January 15, 1999
Charleston, WV


                                     F-2

                     PITTSBURGH & WEST VIRGINIA RAILROAD

                                BALANCE SHEET

                         December 31, 1998 and 1997



                                         1998                  1997

ASSETS

Rentals receivable under capital lease -
  implicit interest rate of 10%
  (Notes 1 and 2)                    $ 9,150,000           $  9,150,000
Cash                                      41,812                 39,214

                                     $ 9,191,812           $  9,189,214


LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:
  Accounts payable and
  accrued liabilities                $    22,950            $    21,950

Contingency (Note 5)

Shareholders' equity (Note 3):
  Shares of beneficial interest,
    without par value. Authorized
    number of shares - unlimited;
    issued and outstanding -
    1,510,000 shares                   9,145,359              9,145,359
  Income retained in the business         23,503                 21,905

                                       9,168,862              9,167,264

                                     $ 9,191,812            $ 9,189,214





The accompanying notes are an integral part
     of these financial statements.
                                     F-3


                        PITTSBURGH & WEST VIRGINIA RAILROAD

                              STATEMENT OF OPERATIONS

                     Years Ended December 31, 1998, 1997 and 1996



                              1998               1997               1996

Income available for
   distribution:
     Cash rental          $  915,000         $  915,000         $  915,000
     Interest on
       invested funds            189                204                233
                             915,189            915,204            915,233
     Less general and
       administrative
       expenses               83,091             80,457             92,811

          Net income      $  832,098         $  834,747         $  822,422

Per share:
     Net income           $      .55         $      .55         $      .54

     Cash dividends paid  $      .55         $      .54         $      .55



The accompanying notes are an integral part
     of these financial statements.
                                     F-4


                       PITTSBURGH & WEST VIRGINIA RAILROAD

                   STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

                      Years Ended December 1998, 1997 and 1996



                                                                   Income
                                             Shares of            retained
                                             beneficial            in the
                                              interest            business

Balance at December 31, 1995                 9,145,359        $     10,636

     Net income                                     -              822,422
     Cash dividends paid                            -             (830,500)

Balance at December 31, 1996                  9,145,359              2,558

     Net income                                     -              834,747
     Cash dividends paid                            -             (815,400)

Balance at December 31, 1997                  9,145,359             21,905

     Net income                                     -              832,098
     Cash dividends paid                            -             (830,500)

Balance at December 31, 1998                  9,145,359       $     23,503




The accompanying notes are an integral part
     of these financial statements.

                                     F-5


                         PITTSBURGH & WEST VIRGINIA RAILROAD

                               STATEMENT OF CASH FLOWS

                     Years Ended December 31, 1998, 1997 and 1996



                                  1998           1997           1996

Cash flows from operating
  activities:
    Net income                 $  832,098     $  834,747     $  822,422
Adjustments to reconcile
   net income to net cash
   provided by operating
   activities:
     Increase (decrease) in
       accounts payable and
       accrued liabilities          1,000            -            3,600

         Net cash provided by
         operating activities     833,098        834,747        826,022

Cash flows used in financing
   activities:
     Dividends paid              (830,500)      (815,400)      (830,500)

         Net increase
           (decrease)
           in cash                  2,598         19,347         (4,478)

Cash, beginning of year            39,214         19,867          24,345

     Cash, end of year         $   41,812     $   39,214     $    19,867




The accompanying notes are an integral part
     of these financial statements.
                                     F-6


                         PITTSBURGH & WEST VIRGINIA RAILROAD

                             NOTES TO FINANCIAL STATEMENTS



1 - Under the terms of a lease which became effective October 16, 1964 (the
    "lease"), Norfolk and Western Railway Company ("Norfolk and Western")
    - (the "lessee") leased all of Pittsburgh & West Virginia Railroad's
    (the "Trust") real properties, including its railroad lines, for a term
    of 99 years,renewable by the lessee upon the same terms for additional
    99-year terms in perpetuity.  The lease provides for a cash rental of
    $915,000 per annum.

    The lease may be terminated by the lessee either by expiration of the
    initial or any renewal term, or by default of Norfolk and Western.  In the
    event of termination, Norfolk and Western is obligated to return to the
    Trust all properties covered by the lease, together with sufficient cash
    and other assets to permit operation of the railroad for a period of one
    year.

    Under the terms of the lease, a noncash settlement account is maintained
    to record amounts due to or due from Norfolk and Western upon termination
    of the lease.  The amount is credited with noncash rent equivalent to:
    (a) the deductions allowable to the Trust, for tax purposes for
    depreciation, amortization or retirements of the leased properties and
    amortization of debt discount and expense; and (b) all other expenses of
    the Trust, except those incurred for the benefit of the shareholders.
    The settlement account is charged with the cost of capital asset
    acquisitions and expenses of the Trust paid for by Norfolk and Western on
    behalf of the Trust (see Note 2).


2 - Prior to 1983, the lease was accounted for as an operating lease in
    accordance with the Statement of Financial Accounting Standards (SFAS)
    No. 13, "Accounting for Leases", because the railroad assets as accounted
    for under "betterment accounting" were considered similar to land.
    Effective January 1, 1983, the Interstate Commerce Commission (ICC) changed
    the method of accounting for railroad companies from "betterment
    accounting" (which was previously used by the Trust and most railroads)
    to "depreciation accounting."  The leased assets, under "depreciation
    accounting," are no longer similar to land; and, effective January 1, 1983,
    under the provisions  of Statement No. 13, the lease is considered a
    capital lease and the property deemed sold in exchange for rentals
    receivable under the lease.  The preparation of financial statements in
    conformity with generally accepted accounting principles requires
    estimates by management.  Accordingly, as of January 1, 1983, the rentals
    receivable of $915,000 per annum, recognizing renewal options by the
    lessee to perpetuity, were estimated to have a present value of
    $9,150,000, assuming an implicit interest rate of 10%.

    SFAS 107 requires disclosure of the fair value of financial
    instruments for which it is practicable to estimate that value.
    Management has determined it is not practicable to estimate the fair value
    of rentals receivable under capital lease due to the lack of comparable
    financial instruments.

    At December 31, 1998 and 1997, the noncash settlement account (see
    Note 1) had a balance of $11,285,542 and $10,740,209 respectively,
    receivable from Norfolk and Western;  however, because the account will
    not be settled until the expiration of the lease, no values have been
    reported in the accompanying financial statements for the balance of the
    account or the transactions affecting the balance.

                                     F-7


                         PITTSBURGH & WEST VIRGINIA RAILROAD

                             NOTES TO FINANCIAL STATEMENTS
                                     (Continued)



3 - Under the provisions of the lease, the Trust may not issue, without the
    prior written consent of Norfolk and Western, any shares or options to
    purchase shares or declare any dividends on its shares of beneficial
    interest in an amount exceeding the value of the assets not covered by
    the lease plus the annual cash rent of $915,000 to be received under the
    lease, less any expenses incurred for the benefit of shareholders.  At
    December 31, 1997, all net assets are covered by the lease.

    The Trust may not borrow any money or assume any guarantees except with
    the prior written consent of Norfolk and Western.


4 - The Trust was organized in Pennsylvania in 1967 as a business trust and
    has elected to be treated under the Internal Revenue Code as a real estate
    investment trust.  As such, the Trust is exempt from Federal taxes on
    taxable income and capital gains to the extent that they are distributed
    to shareholders.  In order to maintain qualified status, at least 95% of
    ordinary taxable income must be distributed; it is the intention of the
    Trustees to continue to make sufficient distributions of ordinary taxable
    income.


5 - The Company is a defendant in a personal injury suit seeking
    unspecified damages.  Although the eventual outcome of this matter cannot
    be determined, management is of the opinion the claim is without merit and
    intends to vigorously defend the Company.


                                     F-8