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, 2002                              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 21, 2003 was $13,625,680.

At February 21, 2003, 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, 2002.


                                       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 ("N&W") 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 N&W 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 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 N&W 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 N&W prior to the effective date of the lease.

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

    N&W 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 N&W become the property of the
Registrant, and the cost thereof constitutes a recorded indebtedness of
Registrant to N&W.  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 N&W, not necessary, may be disposed of.

    The proceeds of any disposition are retained by N&W and constitute an
indebtedness of N&W 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 N&W 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 21, 2003, there were approximately 909 holders of record of
registrant's shares of beneficial interest.

    Stock Market and Dividend information per share of beneficial interest.

                                                   2002 Quarters Ended

                                    3/31         6/30          9/30       12/31

    Sales price of traded shares
         High                      $8.47        $8.80         $8.79       $9.15
         Low                        8.05         8.20          8.36        8.40
    Dividends paid                   .13          .14           .14         .14

                                                   2001 Quarters Ended

                                    3/31         6/30          9/30       12/31

    Sales price of traded shares
         High                      $7.65        $7.75         $8.80       $8.35
         Low                        7.15         7.21          8.06        7.85
    Dividends paid                   .13          .14           .14         .14


Item 6   SELECTED FINANCIAL DATA

    ($Thousands, except per share amounts)

                                          2002    2001    2000     1999    1998

    Revenues                            $  915  $  915  $  915   $  915  $  915
    Income available for
         distribution                      821     830     837      832     832
    Net income                             821     830     837      832     832
    Total assets                         9,190   9,200   9,200    9,193   9,191
    Per share amounts:
         Net income                        .54     .55     .55      .55     .55
         Income available for
           distribution                    .54     .55     .55      .55     .55
         Cash dividends                    .55     .55     .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 ("N&W") 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 N&W's settlement account with no requirement for payment.

    Income available for distribution in 2002 and in 2001 was approximately
$821,000 and $830,000, respectively.

    Registrant's only cash outlays, other than dividend payments, are for
general and administrative expenses, which were slightly higher in 2002 than
in 2001.  The leased properties are maintained entirely at N&W'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)

    2002                          1st Qtr.    2nd Qtr.     3rd Qtr.    4th Qtr.

    Revenues                    $    229    $    229     $    229    $    228
    Net income                       208         196          208         209
    Per share                        .13         .13          .14         .14

    2001

    Revenues                    $    229    $    229     $    229    $    228
    Net income                       211         199          209         211
    Per share                        .13         .14          .14         .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

    The current audit firm, Gibbons & Kawash, declined to stand for re-election
effective March 17, 2003.  The auditors' reports for the past two years were
unqualified.  During the two most recent audit engagements there were no
disagreements with Gibbons & Kawash on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope of procedure.
No other reportable events regarding our relationship with Gibbons & Kawash
were applicable for disclosure.

                                      PART III

Item 10   DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT


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 21, 2003.
                                      Shares                   Percent of
                Name of            Beneficially               Outstanding
                Trustee                Owned                     Shares

         Herbert E. Jones, Jr.         4,000                      0.264
         Charles T. Jones                200                      0.013
         Virgil E. Wenger                200                      0.013
           All trustees and officers
             as a group (3 persons)    4,400                      0.290


                                       PART IV


Item 13   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    Information required by items 10, 11, and 13 is set forth in Registrant's
2002 Proxy Statement, which is incorporated herein by reference.


                                       PART V


Item 14	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 2002.





                                      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 18, 2003


    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/ Virgil E. Wenger
Herbert E. Jones, Jr.                          Virgil E. Wenger
Chairman of the Board and Trustee              Assistant Secretary, Assistant
                                               Treasurer and Trustee


/s/ Charles T. Jones
Charles T. Jones
Alternate Chairman, President and
   Trustee




Date: March 18, 2003
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 annual 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 annual 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  have:

a) designed such disclosure controls and procedures 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 annual 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 annual
report (the "Evaluation Date"); and

c) presented in this annual 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 directors (or persons performing the
equivalent function):

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
annual 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 18, 2003



                                     /s/ Herbert E. Jones, Jr.
                                        (Signature)
                                       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 annual 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 annual 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  have:

a) designed such disclosure controls and procedures 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 annual 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 annual
report (the "Evaluation Date"); and

c) presented in this annual 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 directors (or persons performing the
equivalent function):

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
annual 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 18, 2003



                                      /s/ Charles T. Jones
                                         (Signature)
                                          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 annual 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 annual 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  have:

a) designed such disclosure controls and procedures 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 annual 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 annual
report (the "Evaluation Date"); and

c) presented in this annual 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 directors (or persons performing the
equivalent function):

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
annual 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 18, 2003



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


                   PITTSBURGH & WEST VIRGINIA RAILROAD

                                BALANCE SHEET

                          December 31, 2002 and 2001



              ASSETS                                 2002                2001

Rentals receivable under capital lease -
   implicit interest rate of 10%           $    9,150,000      $    9,150,000
Cash                                               40,144              49,761

                                           $    9,190,144      $    9,199,761


       LIABILITIES AND SHAREHOLDERS' EQUITY

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

Contingency

Shareholders' equity:
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                   21,835               31,452

                                               9,167,194            9,176,811

                                          $    9,190,144       $    9,199,761









                        PITTSBURGH & WEST VIRGINIA RAILROAD

                              STATEMENT OF OPERATIONS

                                 Years Ended December 31, 2002, 2001 and 2000



                                   2002               2001               2000

Income available for distribution:
Cash rental                 $     915,000     $     915,000     $     915,000
Interest on invested funds              -                 -               301
                                  915,000           915,000           915,301
Less general and
   administrative expenses         94,117            84,951            78,106

Net income                  $     820,883     $     830,049     $     837,195

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

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




                       PITTSBURGH & WEST VIRGINIA RAILROAD

                   STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                     Years Ended December 2002, 2001 and 2000


                                         Shares of                  Income
                                        Beneficial               Retained in
                                         Interest                the Business

Balance at December 31, 1999       $     9,145,359               $     25,208

Net income                                       -                    837,195
Cash dividends paid                              -                   (830,500)

Balance at December 31, 2000             9,145,359                     31,903

Net income                                       -                   (830,049)
Cash dividends paid                              -                   (830,500)

Balance at December 31, 2001             9,145,359                     31,452

Net income                                       -                    820,883
Cash dividends paid                              -                   (830,500)

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




                       PITTSBURGH & WEST VIRGINIA RAILROAD

                            STATEMENT OF CASH FLOWS

                   Years Ended December 31, 2002, 2001 and 2000



                                      2002              2001              2000

Cash flows from operating activities:
Net income                   $     820,883     $     830,049     $     837,195
Adjustments to reconcile net income to
 net cash provided by operating activities:
  Increase in accounts payable and
    accrued liabilities                  -              (336)               13

Net cash provided by operating
  activities                       820,883           829,713           837,208

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

       Net increase in cash         (9,617)             (787)            6,708

Cash, beginning of year             49,761            50,548            43,840

Cash, end of year            $      40,144     $      49,761     $      50,548