Exhibit 31.2

Section 302 Certification

CERTIFICATIONS

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

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

2.  Based on my knowledge, this 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 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-15(e) and 15d-15(e)) and
    internal control over financial reporting
    (as defined in Exchange Act Rules 13a-
    15(f) and 15d-15(f)) for the registrant and
    have:

    a)  Designed such disclosure controls
        and procedures, or caused such
        disclosure controls and procedures to
        be designed under our supervision, to
        ensure that material information
        relating to the registrant, including
        its consolidated subsidiaries, is made
        known to us by others within those
        entities, particularly during the period
        in which this report is being prepared;

    b)  Designed such internal control
        over financial reporting, or caused
        such internal control over financial
        reporting to be designed under our
        supervision, to provide reasonable
        assurance regarding the reliability of
        financial reporting and the preparation
        of financial statements for external
        purposes in accordance with generally
        accepted accounting principles;

    c)  Evaluated the effectiveness of the
        registrant's disclosure controls and
        procedures and presented in this report
        our conclusions about the effectiveness
        of the disclosure controls and procedures,
        as of the end of the period covered by
        this report based on such evaluation; and

    d)  Disclosed in this report any change in
        the registrant's internal control over
        financial reporting that occurred
        during the registrant's most recent
        fiscal quarter (the registrant's fourth
        fiscal quarter in the case of an annual
        report) that has materially affected, or
        is reasonably likely to materially
        affect, the registrant's internal control
        over financial reporting; and

5.  The registrant's other certifying officers
    and I have disclosed, based on our most
    recent evaluation of internal control over
    financial reporting, to the registrant's
    auditors and the audit committee of the
    registrant's board of directors (or persons
    performing the equivalent functions):

    a)  All significant deficiencies and material
        weaknesses in the design or operation of
        internal control over financial reporting
        which are reasonably likely to adversely
        affect the registrant's ability to record,
        process, summarize and report financial
        information; and

    b)	Any fraud, whether or not material, that
        involves management or other employees
        who have a significant role in the
        registrant's internalcontrol over
        financial reporting.



Date: April 7, 2009

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