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, 2005                              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 if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act.  Yes __X       No

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act     Yes        No __X

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K  is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. _______

Indicate by check mark whether the registrant is a large accelerated filer,
and accelerated filer, or a non-accelerated filer. See definition of
"accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange
Act. (Check one):

Large accelerated filer ___ Accelerated  filer ___ Non-accelerated filer __X

Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Act.     Yes ___  No __X

The aggregate market value of the voting stock held by nonaffiliates of the
registrant as of February 3, 2006 was $   13,654,545.

At February 3, 2006, 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.


The information required by Part III hereof is incorporated by reference
from Registrant's Proxy Statement, which will be filed with the Securities
and Exchange Commission within 120 days after December 31, 2005.


                                    PART I


Item 1   BUSINESS

    Pittsburgh & West Virginia Railroad (the Registrant) was organized in
Pennsylvania in 1967, as a business trust, for the purpose of acquiring the
business and property of a small leased railroad.  The railroad was leased in
1964 to Norfolk and Western Railway Company, now known as Norfolk Southern
Corporation ("NSC"), by Registrant's predecessor company for 99 years with
the right of unlimited renewal for additional 99 year periods under the same
terms and conditions, including annual rent payments.

    Registrant's business consists solely of the ownership of the properties
subject to the lease, and of collection of rent thereon.  The rent received is
$915,000 per year, in cash, which amount is fixed and unvarying for the life
of the lease, including any renewal periods.  In addition, the lease provides
that certain non-cash items be recorded as rent income each year.  These
entries are equal in amount to the sum of (1) Registrant's federal income tax
deductions for depreciation, retirements, and amortization of debt discount
expense, and (2) all other expenses of the Registrant, except those expenses
incurred for the benefit of its shareholders.  For financial reporting
purposes, only the cash income is reported, as the non-cash items, although
recorded under the terms of the lease, have no financial value because of the
indeterminate settlement date.

    Registrant has elected to be treated for tax purposes as a real estate
investment trust.  As such, the trust itself is exempt from federal income
tax, to the extent that its income is distributed to shareholders.  However,
dividends paid by Registrant are ordinary taxable income to its shareholders.
In order to maintain qualified status, at least 90% of ordinary taxable income
must be distributed.  It is Registrant's policy to distribute annually
approximately 100% of ordinary taxable income.

Item 1B Unresolved Staff Comments

	None


Item 2   PROPERTIES

    The properties leased to NSC consist of 112 miles of main line road
extending from Pittsburgh Junction, Ohio, through parts of West Virginia, to
Connellsville, Pennsylvania; approximately 20 miles of branch lines; and
other assets used in the operation of the railroad, such as real estate,
machinery and equipment, and supplies, but excluding rolling stock all of
which was sold to NSC prior to the effective date of the lease.

    The more significant provisions of the lease applicable to the properties
are:

    NSC at its own expense and without deduction from the rent, will maintain,
manage and operate the leased property and make such improvements thereto as
it considers desirable.  Such improvements made by NSC become the property of
the Registrant, and the cost thereof constitutes a recorded indebtedness of
Registrant to NSC.  The indebtedness is offset when non-cash rental is
recorded over the depreciable life of the improvements.  Such part of the
leased property as is, in the opinion of NSC, not necessary, may be disposed
of. The proceeds of any disposition are retained by NSC and constitute an
indebtedness of NSC to Registrant. These amounts are due and payable upon
termination of the lease, whether by default or expiration. Because of the
indeterminate settlement date for these items, such transactions and balances
have not been reported in the financial statements since 1982.

    Upon termination of the lease, all properties covered by the lease would
be returned to Registrant, together with sufficient cash and other assets to
permit operation of the railroad for one year.

    Following is summary financial data for Norfolk Southern Corporation
(NSC), the lessee of the Registrant's properties, as reported in the NSC
Form 10-K filed February 23, 2006:

              NORFOLK SOUTHERN CORPORATION AND SUBSIDIARIES

                ($ in millions, except per share amounts)
                             2005       2004       2003       2002       2001
RESULTS OF OPERATION
  Railway operating
    revenues            $   8,527   $  7,312   $  6,468   $  6,270   $  6,170
  Railway operating
    expenses                6,410      5,610      5,404      5,112      5,163
       Income from
         railway
         operations         2,117      1,702      1,064      1,158      1,007
  Other income-net             74         89         19         66         99
  Interest expense on debt    494        489        497        518        553
    Income from continuing
      operations before
      income tax and
      accounting changes    1,697      1,302        586        706        553

  Provision for income
    taxes                     416        379        175        246        191
       Income from
         continuing
         operations before
         accounting
         changes            1,281        923        411        460        362
  Discontinued operations      -          -          10         -          13
  Cumulative effect of
    changes in accounting
    principles, net of
    taxes                      -          -         114         -          -
       Net income       $   1,281   $    923   $    535   $    460   $    375

PER SHARE DATA
  Income from continuing
    operations before
    accounting changes
     - basic            $    3.17   $   2.34   $   1.05   $  1.18    $   0.94
     - diluted          $    3.11   $   2.31   $   1.05   $  1.18    $   0.94
  Net income - basic    $    3.17   $   2.34   $   1.37   $  1.18    $   0.97
             - diluted  $    3.11   $   2.31   $   1.37   $  1.18    $   0.97
  Dividends             $    0.48   $   0.36   $   0.30   $  0.26    $   0.24
  Stockholders' equity
    at Year end         $   22.66   $  19.95   $  17.83   $ 16.71    $  15.78

FINANCIAL POSITION
  Total assets          $  25,861   $ 24,750   $ 20,596   $ 19,956   $ 19,418
  Total long-term debt,
    including current
    maturities          $   6,930   $  7,525   $  7,160   $  7,364   $  7,632
  Stockholders' equity  $   9,289   $  7,990   $  6,976   $  6,500   $  6,090

Item 3   LEGAL PROCEEDINGS

    There were no legal proceedings.


Item 4   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

    No matters were submitted during the fourth quarter to a vote of security
holders.


                                      PART II


Item 5   MARKET FOR REGISTRANT'S COMMON EQUITY AND
         RELATED STOCKHOLDER MATTERS

    Registrant's shares are listed for trading on the American Stock Exchange
under the symbol of "PW".  At February 3, 2006, there were approximately 784
holders of record of registrant's shares of beneficial interest


Stock Market and Dividend information per share of beneficial interest.

                                       2005 Quarters Ended

                                   3/31         6/30         9/30        12/31
    Sales price of traded shares
         High................... $ 9.80    $    9.49   $     9.44   $     9.75
         Low....................   9.10         9.02         8.95         9.03
    Dividends paid                  .14          .12          .13          .13

                                       2004 Quarters Ended

                                   3/31         6/30         9/30        12/31
    Sales price of traded shares
         High................... $ 9.70    $    9.60   $     9.95   $     9.45
         Low....................   8.81         8.75         8.90         8.99
    Dividends paid                  .13          .13          .12          .13

    It is the Registrant's intention to continue distributing quarterly
dividends.  A quarterly dividend of $.13 per share is payable March 31, 2006
to shareholders of record on March 10, 2006.

Item 6   SELECTED FINANCIAL DATA

    ($Thousands, except per share amounts)

                              2005       2004       2003       2002       2001

Revenues                  $    915  $     915  $     915   $    915   $    915
Income available for
  distribution                 780        805        799        821        830
Net income                     780        805        799        821        830
Total assets                 9,204      9,209      9,190      9,190      9,200
Per share amounts:
Net income                     .52        .53        .53        .54        .55
Income available for
  distribution                 .52        .53        .53        .54        .55
Cash dividends                 .52        .51        .53        .55        .55


Item 7   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS

    All of the Registrant's railroad properties are leased to Norfolk and
Western Railway Company, now known as Norfolk Southern Corporation (NSC), for
99 years, with unlimited renewals on the same terms.  Cash rental is a fixed
amount of $915,000 per year, with no provision for change during the term of
the lease and any renewal periods.  This cash rental is the only source of
funds.  Although the lease provides for additional rentals to be recorded,
these amounts do not increase cash flow or net income as they are charged to
NSC's settlement account with no requirement for payment, except at
termination or non renewal of the lease.  Due to the indeterminate settlement
date, these additional rental amounts are not recorded for financial
reporting purposes.  Income available for distribution in 2005 and in 2004 was
approximately $780,000 and $805,000, respectively.

    Registrant's only cash outlays, other than dividend payments, are for
general and administrative expenses, which include professional fees, office
rental and director's fees.  Professional fees have increased primarily due to
the costs of complying with the requirements of the Sarbanes-Oxley Act of 2002.
The leased properties are maintained entirely at NSC's expense.

    Since cash revenue is fixed in amount and outlays for general and
administrative expenses are relatively modest, inflation has had no material
impact on Registrant's reported net income for the past three years.  Although
recent inflationary trends have been relatively low, annual rental income is
a fixed amount for the current lease term and any renewal periods, and
inflation could affect the real dollar value of the rental income over time.
Changes in inflationary trends could also affect the general and
administration expenses.

Item 7A   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

    Not applicable.

Item 8   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Quarterly financial data (in $thousands, except per share amounts)

2005                  1st Qtr.        2nd Qtr.        3rd Qtr.        4th Qtr.

Revenues           $      229      $      229      $      229      $      228
Net income                164             202             207             209
Per share                 .11             .13             .14             .14
2004

Revenues           $      229      $      229      $      229      $      228
Net income                194             187             214             211
Per share                 .13             .12             .14             .13

    Detailed financial statements of Registrant appear on pages F-3 through
F-8 of this report.  Per share data for the year is slightly different from
the sum of four quarters due to rounding.


Item 9   CHANGES IN AND DISAGREEMENTS WITH AUDITORS' ON ACCOUNTING
         AND FINANCIAL DISCLOSURE

    None

Item 9a   CONTROLS AND PROCEDURES

    The President and Vice President and Secretary-Treasurer of Registrant
have evaluated the effectiveness of the disclosure controls and procedures
(as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), as required by paragraph (b) of
Rules 13a-15 and 15d-15 under the Exchange Act, and have concluded that as of
the end of the period covered by this report the disclosure controls and
procedures were effective.

    There was no change in Registrant's internal control over financial
reporting identified in connection with the evaluation required by paragraph
(d) of Rules 13a-15 and 15d-15 under the Exchange Act during Registrant's
last fiscal quarter that materially affected, or is reasonably likely to
materially affect, Registrant's internal control over financial reporting.


                                  PART III


Item 10   DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT

    This information is incorporated herein by reference to Registrant's 2006
Proxy Statement.

Item 11   EXECUTIVE COMPENSATION

    Not applicable.


Item 12   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT

    Management's ownership of Registrant's shares of beneficial interest as of
February 3, 2006.


                                                Shares         Percent of
                                             Beneficially      Outstanding
        Name                                     Owned            Shares

    Virgil E. Wenger, Trustee                      200             0.001
    Herbert E. Jones, Jr.,Trustee                4,000             0.264
    Larry R. Parsons, Trustee                   12,500             0.828
    C. Howard Capito, Trustee                    1,000             0.066
    Herbert E. Jones, III, Trustee
       and President                                 0             0.000
    All trustees and officers
       as a group (6 persons)                   17,700             1.172


Item 13   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    This information is set forth in Registrant's 2006 Proxy Statement, which
is incorporated herein by reference.


Item 14   PRINCIPAL ACCOUNTING FEES AND SERVICES

    This information is set forth in Registrant's 2006 Proxy Statement, which
is incorporated herein by reference.


                                     PART IV


Item 15	EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
        FORM 8-K

    (a) 1-2.  A list of all financial statements and financial statement
              schedules filed as part of this report is set forth on page
              F-1 herein.


        3.    Exhibits - all the exhibits listed below are incorporated
              herewith by reference to Form 8 Amendment to Annual Report on
              Form 10-K for the year ended December 31, 1988:

                 3.1  Pittsburgh & West Virginia Railroad Declaration of
                      Trust dated February 18, 1967.
                 3.2  Pittsburgh & West Virginia Railroad Regulations.
                 3.3  Plan and Agreement of Reorganization, dated February 18,
                      1967, between Pittsburgh & West Virginia Railroad and
                      The Pittsburgh and West Virginia Railway Company
                 3.4  Amendment No. 1 to Plan and Agreement of Reorganization
                      dated February 18, 1967, between The Pittsburgh and West
                      Virginia Railway Company and Pittsburgh & West Virginia
                      Railroad.
                 10.1 Lease of railroad properties, dated July 12, 1962,
                      between the Pittsburgh and West Virginia Railway Company
                      and Norfolk and Western Railway Company.
                 10.2 Assignment of lease by The Pittsburgh and West Virginia
                      Railway Company to Pittsburgh & West Virginia Railroad.


        31.  Section 302 Certifications

               31.1   Certifications of Chief Executive Officer pursuant to
                      Rule 13a-14(a) of the Securities Exchange Act of 1934,
                      as adopted pursuant to Section 302 of the Sarbanes-Oxley
                      Act of 2002 (filed herewith).
               31.2   Certification of Chief Financial Officer pursuant to
                      Rule 13a-14(a) of the Securities Exchange Act of 1934,
                      as adopted pursuant to Section 302 of the Sarbanes-Oxley
                      Act of 2002 (filed herewith).

        32.  Section 906 Certifications

               32.1   Certification of Chief Executive Officer pursuant to
                      18 U.S.C. Section 1350, as adopted pursuant to Section
                      906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
               32.2   Certification of Chief Financial Officer pursuant to
                      18 U.S.C. Section 1350, as adopted pursuant to Section
                      907 of the Sarbanes-Oxley Act of 2002 (filed herewith).


    (b)  An 8-K was filed on December 9, 2005 regarding the resignation of
            Charles T. Jones as President and the election of Herbert E.
            Jones, III to serve as President until the next annual meeting,
            May 18, 2006.

                                 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: March 27, 2006


    Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.


     /s/ Herbert E. Jones, Jr.                  /s/ Herbert E. Jones, III
         Herbert E. Jones, Jr.                      Herbert E. Jones, III
         Chairman of the Board and Trustee          President and Trustee



Date:March 27,2006



CERTIFICATION:

I, Herbert E. Jones, Jr., Chairman of the Board, certify that;

1.  I have reviewed this annual report on Form 10-K of The Pittsburgh & West
    Virginia Railroad;

2.  Based on my knowledge, this annual report does not contain any untrue
    statement of a material fact or omit to state a material fact necessary
    to make the statements made, in light of the circumstances under which
    such statements were made, not misleading with respect to the period
    covered by this annual report;

3.  Based on my knowledge, the financial statements, and other financial
    information included in this report, fairly present in all material
    respects the financial condition, results of operations and cash flows of
    the registrant as of, and for, the periods presented in this report;

4.  The registrant's other certifying officers and I are responsible for
    establishing and maintaining disclosure controls and procedures (as
    defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
    we have:

    a)  designed such disclosure controls and procedures to ensure that
        material information relating to the registrant is made known to us
        by others within those entities, particularly during the period in
        which this report is being prepared;

    b)  evaluated the effectiveness of the registrant's disclosure controls
        and procedures as of a date within 90 days prior to the filing date
        of this report (the "Evaluation Date"); and

    c)  presented in this report our conclusions about the effectiveness of
        the disclosure controls and procedures based on our evaluation as of
        the Evaluation Date;

5.  The registrant's other certifying officers and I have disclosed, based on
    our most recent evaluation, to the registrant's auditors and the audit
    committee of registrant's Board of Trustees:

    a)  all significant deficiencies in the design or operation of internal
        controls which could adversely affect the registrant's ability to
        record, process, summarize and report financial data and have
        identified for the registrant's auditors any material weaknesses in
        internal controls; and

    b)  any fraud, whether or not material, that involves management or other
        employees who have a significant role in the registrant's internal
        controls; and

6.  The registrant's other certifying officers and I have indicated in this
    report whether or not there were significant changes in internal controls
    or in other factors that could significantly affect internal controls
    subsequent to the date of our most recent evaluation, including any
    corrective actions with regard to significant deficiencies and material
    weaknesses.

Date: March 27, 2006                 /s/ Herbert E. Jones, Jr.
                                         Herbert E. Jones, Jr.
                                         Chairman of the Board

CERTIFICATION:

I, Herbert E. Jones, III, President, certify that;

1.  I have reviewed this annual report on Form 10-K of The Pittsburgh & West
    Virginia Railroad;

2.  Based on my knowledge, this annual report does not contain any untrue
    statement of a material fact or omit to state a material fact necessary
    to make the statements made, in light of the circumstances under which
    such statements were made, not misleading with respect to the period
    covered by this annual report;

3.  Based on my knowledge, the financial statements, and other financial
    information included in this report, fairly present in all material
    respects the financial condition, results of operations and cash flows of
    the registrant as of, and for, the periods presented in this report;

4.  The registrant's other certifying officers and I are responsible for
    establishing and maintaining disclosure controls and procedures (as
    defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
    have:

    a)  designed such disclosure controls and procedures to ensure that
        material information relating to the registrant is made known to us
        by others within those entities, particularly during the period in
        which this report is being prepared;

    b)  evaluated the effectiveness of the registrant's disclosure controls
        and procedures as of a date within 90 days prior to the filing date of
        this report (the "Evaluation Date"); and

    c)  presented in this report our conclusions about the effectiveness of
        the disclosure controls and procedures based on our evaluation as of
        the Evaluation Date;

5.  The registrant's other certifying officers and I have disclosed, based on
    our most recent evaluation, to the registrant's auditors and the audit
    committee of registrant's Board of Trustees:

    a)  all significant deficiencies in the design or operation of internal
        controls which could adversely affect the registrant's ability to
        record, process, summarize and report financial data and have
        identified for the registrant's auditors any material weaknesses in
        internal controls; and

    b)  any fraud, whether or not material, that involves management or other
        employees who have a significant role in the registrant's internal
        controls; and

6.  The registrant's other certifying officers and I have indicated in this
    report whether or not there were significant changes in internal controls
    or in other factors that could significantly affect internal controls
    subsequent to the date of our most recent evaluation, including any
    corrective actions with regard to significant deficiencies and material
    weaknesses.

Date: March 27, 2006                      /s/ Herbert E. Jones, III
                                              Herbert E. Jones, III
                                              President

CERTIFICATION:

I, Robert A. Hamstead, Vice President, Secretary and Treasurer, certify that;

1.  I have reviewed this annual report on Form 10-K of The Pittsburgh & West
    Virginia Railroad;

2.  Based on my knowledge, this annual report does not contain any untrue
    statement of a material fact or omit to state a material fact necessary
    to make the statements made, in light of the circumstances under which
    such statements were made, not misleading with respect to the period
    covered by this annual report;

3.  Based on my knowledge, the financial statements, and other financial
    information included in this report, fairly present in all material
    respects the financial condition, results of operations and cash flows
    of the registrant as of, and for, the periods presented in this report;

4.  The registrant's other certifying officers and I are responsible for
    establishing and maintaining disclosure controls and procedures (as
    defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
    we have:

    a)  designed such disclosure controls and procedures to ensure that
        material information relating to the registrant is made known to us
        by others within those entities, particularly during the period in
        which this report is being prepared;

    b)  evaluated the effectiveness of the registrant's disclosure controls
        and procedures as of a date within 90 days prior to the filing date
        of this report (the "Evaluation Date"); and

    c)  presented in this report our conclusions about the effectiveness of
        the disclosure controls and procedures based on our evaluation as of
        the Evaluation Date;

5.  The registrant's other certifying officers and I have disclosed, based on
    our most recent evaluation, to the registrant's auditors and the audit
    committee of registrant's Board of Trustees:

    a)  all significant deficiencies in the design or operation of internal
        controls which could adversely affect the registrant's ability to
        record, process, summarize and report financial data and have
        identified for the registrant's auditors any material weaknesses in
        internal controls; and

    b)  any fraud, whether or not material, that involves management or other
        employees who have a significant role in the registrant's internal
        controls; and

6.  The registrant's other certifying officers and I have indicated in this
    report whether or not there were significant changes in internal controls
    or in other factors that could significantly affect internal controls
    subsequent to the date of our most recent evaluation, including any
    corrective actions with regard to significant deficiencies and material
    weaknesses.

Date: March 27, 2006                     /s/ Robert A. Hamstead
                                             Robert A. Hamstead
                                             Vice President, Secretary
                                             and Treasurer

                           SECTION 906 CERTIFICATION



    In connection with the annual report of the Pittsburgh & West Virginia
Railroad (the Trust) on Form 10-K for the period ending December 31, 2005 as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Herbert E. Jones, III, President of the Trust, certify, to the
best of my knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, that:

    (1)  The Report fully complies with the requirements of Section 13(a) or
         15(d) of the Securities Exchange Act of 1934; and

    (2)  The information contained in the Report fairly presents, in all
         material respects, the financial condition and results of operations
         of the Trust.


/s/ Herbert E. Jones, III
    Herbert E. Jones, III
    President

Date: March 27, 2006

                           SECTION 906 CERTIFICATION



    In connection with the annual report of the Pittsburgh & West Virginia
Railroad (the Trust) on Form 10-K for the period ending December 31, 2005 as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Robert A. Hamstead, Vice President, Secretary, and Treasurer of
the Trust, certify, to the best of my knowledge, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that:

    (1)  The Report fully complies with the requirements of Section 13(a) or
         15(d) of the Securities Exchange Act of 1934; and

    (2)  The information contained in the Report fairly presents, in all
         material respects, the financial condition and results of operations
         of the Trust.


/s Robert A. Hamstead
   Robert A. Hamstead
   Vice President, Secretary, and Treasurer

Date: March 27, 2006

                           Audited Financial Statements
                       Pittsburgh & West Virginia Railroad
                      Years Ended December 31, 2005 and 2004

                           TABLE OF CONTENTS

                                                                      Page

Report of Independent Registered Public Accounting Firm                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 - F-10





                                       F-1







            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Trustees and Shareholders
Pittsburgh & West Virginia Railroad

    We have audited the accompanying balance sheet of Pittsburgh & West
Virginia Railroad, a Pennsylvania business trust (the Trust), as of
December 31, 2005 and 2004, and the related statements of operations,
changes in shareholders' equity, and cash flows for each of the years in the
three-year period ended December 31, 2005.  These financial statements are
the responsibility of the Trust's management.  Our responsibility is to
express an opinion on these financial statements based on our audits.

    We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. The
company is not required to have, nor were we engaged to perform, an audit of
its internal control over financial reporting.  Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the company's
internal control over financial reporting.  Accordingly, we express no such
opinion.  An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, 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, 2005 and 2004, and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 2005, in conformity with U.S. generally accepted accounting
principles.




/s/ Gibbons & Kawash
Charleston, West Virginia
January 27, 2006


                                       F-2

                        PITTSBURGH & WEST VIRGINIA RAILROAD

                                  BALANCE SHEET

                             December 31, 2005 and 2004


ASSETS                                           2005                    2004

Net investment in capital lease           $   9,150,000       $      9,150,000
Cash                                             54,343                 59,306

                                          $   9,204,343       $       9,209,306


LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:
    Accounts payable and accrued
      liabilities                         $       8,950       $          8,950

Shareholders' equity:
    Shares of beneficial interest,
       without par value.
         Authorized number of
         shares - unlimited;
         issued and
         outstanding - 1,510,000 shares
         at December 31, 2005 and 2004        9,145,359              9,145,359
    Retained earnings                            50,034                 54,997

                                              9,195,393              9,200,356

                                          $   9,204,343       $      9,209,306







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

                                       F-3

                        PITTSBURGH & WEST VIRGINIA RAILROAD

                              STATEMENT OF OPERATIONS

                     Years Ended December 31,2005,2004 and 2003


                                           2005          2004          2003

Interest income from capital lease     $  915,000   $   915,000   $   915,000
Less general and administrative
   expenses                               134,763       110,034       116,404

   Net income                          $  780,237   $   804,966   $   798,596

Per share:
   Net income                          $      .52   $       .53   $       .53









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 2005,2004 and 2003



                                                 Shares of
                                                Beneficial            Retained
                                                 Interest             Earnings

Balance at December 31, 2002               $     9,145,359        $     21,835

   Net income                                          -               798,596
   Cash dividends paid ($.53 per share)                -              (800,300)

Balance at December 31, 2003                     9,145,359              20,131

   Net income                                          -               804,966
   Cash dividends paid ($.51 per share)                -              (770,100)

Balance at December 31, 2004                     9,145,359              54,997

   Net income                                          -               780,237
   Cash dividends paid ($.52 per share)                -              (785,200)

Balance at December 31, 2005               $     9,145,359        $     50,034











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

                                       F-5

                      PITTSBURGH & WEST VIRGINIA RAILROAD

                           STATEMENT OF CASH FLOWS

                   Years Ended December 31,2005,2004 and 2003




                                       2005          2004           2003

Cash flows from operating
  activities:
     Net income                   $   780,237    $  804,966    $   798,596
     Adjustments to reconcile
       net income to net cash
       provided by operating
       activities:
          Increase (decrease)
            in accounts payable
            and accrued
            liabilities                   -           6,000)         2,000

               Net cash
                provided by
                operating
                activities            780,237       788,966        800,596

Cash flows used in financing
  activities:
     Dividends paid                  (785,200)     (770,100)      (800,300)

        Net increase
          (decrease) in cash           (4,963)       18,866            296

Cash, beginning of year                59,306        40,440         40,144

Cash, end of year                 $    54,343    $   59,306    $    40,440











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

                                       F-6

                        PITTSBURGH & WEST VIRGINIA RAILROAD

                          NOTES TO FINANCIAL STATEMENTS



1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    Nature of Operations

         Pittsburgh & West Virginia Railroad (the Trust) is a business trust
    organized under the laws of Pennsylvania on February 18, 1967, for the
    purpose of leasing railroad properties to Norfolk Southern Corporation.
    The leased properties consist of a railroad line 112 miles in length,
    extending from Connellsville, Washington, and Allegheny Counties in the
    Commonwealth of Pennsylvania, Brooke County in the State of West Virginia,
    and Jefferson and Harrison Counties in the State of Ohio, to Pittsburgh
    Junction, Harrison County, State of Ohio.  There are also branch lines that
    total 20 miles in length located in Washington County and Allegheny County
    in Pennsylvania and Brooke County, West Virginia.  The lease provides the
    Trust's source of revenue, which is received in quarterly installments.

    Revenue Recognition

         Interest on the capital lease is recognized as earned based on an
    implicit rate of 10% over the life of the lease which is assumed to be
    perpetual.

    Use of Estimates

         The preparation of financial statements in conformity with U.S.
    generally accepted accounting principles requires management to make
    estimates and assumptions that affect certain reported amounts and
    disclosures.  Accordingly, actual results could differ from those
    estimates.


2 - CAPITAL LEASE

         Under the terms of a lease which became effective October 16, 1964
    (the "lease"), Norfolk Southern Corporation (formerly Norfolk and Western
    Railway Company) (Norfolk Southern) - (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 for the current
    99 year lease period and all renewal periods.  The leased properties are
    maintained entirely at Norfolk Southern's expense.

         The lease may be terminated by the lessee either by expiration of the
    initial or any renewal term, or by default of Norfolk Southern.  In the
    event of termination, Norfolk Southern 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.

                                       F-7

                         PITTSBURGH & WEST VIRGINIA RAILROAD

                             NOTES TO FINANCIAL STATEMENTS

                                     (Continued)


2 - CAPITAL LEASE (Continued)

         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 Trust has determined that the lease term is perpetual
    based on substantial penalties to the lessee upon nonrenewal.  Accordingly,
    as of January 1, 1983, the rentals receivable of $915,000 per annum,
    recognizing renewal options by the lessee in perpetuity, were estimated to
    have a present value of $9,150,000, assuming an implicit interest rate of
    10%.


3 - NONCASH RENTAL SETTLEMENT

         Under the terms of the lease, a noncash settlement account is
    maintained to record amounts due to or due from Norfolk Southern 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 Southern on behalf of the
    Trust.

         At December 31, 2005 and 2004, the noncash settlement account had a
    balance of $13,885,185 and $13,498,805, respectively, receivable from
    Norfolk Southern.  The account will not be settled until the expiration of
    the lease, whether by default or nonrenewal.  Because of the indeterminate
    settlement date of the account, no values have been reported in the
    accompanying financial statements for the balance of the account or the
    transactions affecting the balance.







                                       F-8

                         PITTSBURGH & WEST VIRGINIA RAILROAD

                            NOTES TO FINANCIAL STATEMENTS

                                   (Continued)


4 - INCOME TAXES

         The Trust was organized as a Pennsylvania 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 90% of
    ordinary taxable income must be distributed; it is the intention of the
    Trustees to continue to make sufficient distributions of ordinary taxable
    income.  Dividends distributed for the years ended December 31, 2005,
    2004, and 2003, were comprised entirely of ordinary income.


5 - RELATED PARTY TRANSACTIONS

         A Trustee of the Trust serves as Chairman and CEO of Wheeling & Lake
    Erie Railway Company which subleases from Norfolk Southern Corporation the
    right of way and real estate owned by the Trust.  The Sublease is
    substantially similar by virtue of assignment and assumption of rights and
    obligations as the Lease between the Trust and Norfolk Southern
    Corporation.  As Chairman and CEO of Wheeling & Lake Erie Railway, the
    Trustee exercises the rights and obligations under the Sublease to maintain
    the property, to operate the property, and to sell or dispose of the
    property not needed for ongoing operations in accordance with the
    provisions of the Lease and Sublease.

         The Trust leases office space and equipment from a company related to
    its Chairman.  Rent is paid on a month to month basis in the amount of
    $1,500 per month.


6 - CONTINGENCY

         Under the provisions of the lease, the Trust may not issue, without
    the prior written consent of Norfolk Southern, 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, 2005, 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 Southern.

                                       F-9

                         PITTSBURGH & WEST VIRGINIA RAILROAD

                            NOTES TO FINANCIAL STATEMENTS

                                   (Continued)


7 - SUMMARY OF QUARTERLY RESULTS (UNAUDITED)

         The following presents a summary of the unaudited quarterly
    financial information for the years ended December 31, 2005 and 2004.


                          1st Quarter  2nd Quarter  3rd Quarter  4th Quarter

Year Ended December 31, 2005

    Revenue               $   228,750  $   228,750  $   228,750  $   228,750

    Net income            $   163,470  $   202,046  $   206,323  $   208,398

    Net income per share  $      0.11  $      0.13  $      0.14  $      0.14

Year Ended December 31, 2004

    Revenue               $   228,750  $   228,750  $   228,750  $   228,750

    Net income            $   193,632  $   186,354  $   214,192  $   210,788

    Net income per share  $      0.13  $      0.12  $      0.14  $      0.13











                                       F-10