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, 2004
                                               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 February 4, 2005 was $14,269,500.

At February 4, 2005, 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, 2004.


                                      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.

    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.  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.

    The Lease provided that NSC would assume payment of the principal of and
interest on Registrant's long-term debt.  The debt was paid off during 1982.

    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 95% of ordinary taxable income
must be distributed.  It is Registrant's policy to distribute annually
approximately 100% of ordinary taxable income.




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.  Because of the unlimited settlement date
for non-cash items, such transactions and balances have not been reported in
the financial statements since 1982.

    If NSC should ever terminate 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.


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.
At February 4, 2005, there were approximately 830 holders of record of
registrant's shares of beneficial interest.

    Stock Market and Dividend information per share of beneficial interest.

                                               2004 Quarters Ended

                                 3/31         6/30          9/30         12/31
    Sales price of traded shares
         High                 $  9.90     $   9.60      $   9.95     $    9.45
         Low                     8.81         8.75          8.90          8.99
    Dividends paid                .13          .13           .12           .13

                                               2003 Quarters Ended

                                 3/31         6/30          9/30         12/31
    Sales price of traded shares
         High                 $  9.70     $   9.20      $    9.22    $    9.09
         Low                     8.80         7.25           8.60         8.67
    Dividends paid                .13          .14            .13          .13


Item 6   SELECTED FINANCIAL DATA

    ($Thousands, except per share amounts)

                                   2004     2003      2002      2001      2000

     Revenues                    $  915   $  915    $  915    $  915    $  915
     Income available for
         distribution               805      799       821       830       837
     Net income                     805      799       821       830       837
     Total assets                 9,209    9,190     9,190     9,200     9,200
     Per share amounts:
     Net income                     .53      .53       .54       .55       .55
     Income available for
         distribution               .53      .53       .54       .55       .55
     Cash dividends                 .51      .53       .55       .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.  This cash rental,
and small amounts of interest income, are the only source of funds.  Although
the lease provides for additional rentals to be recorded, these amounts do not
increase cash flow as they are charged to NSC's settlement account with no
requirement for payment.

    Income available for distribution in 2004 and in 2003 was approximately
$805,000 and $799,000, respectively.

    Registrant's only cash outlays, other than dividend payments, are for
general and administrative expenses, which were slightly less in 2004 than in
2003.  The leased properties are maintained entirely at NSC's expense.

    Since cash revenue is fixed in amount and outlays for expenses are
relatively modest, inflation has had no material impact on Registrant's
reported net income.


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)

      2004                     1st Qtr.    2nd Qtr.     3rd Qtr.    4th Qtr.

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

      2003

      Revenues                 $   229     $   229      $   229     $   228
      Net income                   206         187          202         204
      Per share                    .14         .12          .13         .14

    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 2005
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 4, 2005.


                                          Shares              Percent of
              Name of                  Beneficially           Outstanding
              Trustee                      Owned                 Shares

         Herbert E. Jones, Jr.             4,000                   .264
         Larry R. Parsons                 12,500                  0.828
         C. Howard Capito                  1,000                  0.066
            All trustees and officers
            as a group (4 persons)        17,700                  1.172

Item 13   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    This information is set forth in Registrant's 2005 Proxy Statement, which
is incorporated herein by reference.


Item 14   PRINCIPAL ACCOUNTING FEES AND SERVICES

    This information is set forth in Registrant's 2005 Proxy Statement, which
is incorporated herein by reference.


                                    PART IV


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

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

         2.   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.

    (b)  No report on Form 8-K was filed during the fourth quarter of 2004.



                                     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 23, 2005


    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/ Charles T. Jones
Herbert E. Jones, Jr.                          Charles T. Jones
Chairman of the Board and Trustee              Alternate Chairman and President



Date: March 23, 2005


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 23, 2005                            /s/ Herbert E. Jones, Jr.
                                                Herbert E. Jones, Jr.
						Chairman of the Board

CERTIFICATION:

I, Charles T. Jones, 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 23, 2005                        /s/ Charles T. Jones
                                            Charles T. Jones
                                            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 23, 2005                   /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, 2004 as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Charles T. Jones, 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/ Charles T. Jones
Charles T. Jones
President

Date: March 23, 2005

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, 2004 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 23, 2005