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, 1997   Commission File Number
                                                       1-5447

                      PITTSBURGH & WEST VIRGINIA RAILROAD
           (Exact name of registrant as specified in its charter)

          Pennsylvania                          25-6002536
    (State of organization)      (I.R.S. Employer Identification No.)

    #2 Port Amherst Drive, Charleston, WV            25306-6699
    (Address of principal executive offices)         (Zip Code)


         Registrant's telephone number, including area code (304) 926-1124

Securities Registered Pursuant to Section 12(b) of the Act:

                                                 Name of each exchange
           Title of each class                    on which registered

Shares of beneficial interest,                  American Stock Exchange
     without par value

Securities Registered Pursuant to Section 12(g) of the Act:   None


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirement for the past 90 days:

Yes     X                  No

The aggregate market value of the voting stock held by nonaffiliates of the
registrant as of March 6, 1998, was $11,096,425.

At March 6, 1998, there were 1,510,000 outstanding shares of beneficial
interest.

Notices and communications from the Securities and Exchange Commission for the
registrant may be sent to Robert A. Hamstead, Vice President and
Secretary-Treasurer, #2 Port Amherst Drive, Charleston, WV 25306.



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


                               SIGNATURES


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

PITTSBURGH & WEST VIRGINIA RAILROAD


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

Date: February 27, 2006



                       Audited Financial Statements


                    Pittsburgh & West Virginia Railroad


                  Years Ended December 31, 1997 and 1996


                             TABLE OF CONTENTS

                                                                       Page

Independent Accountants' Report                                        F-2

Financial Statements:

     Balance Sheet                                                     F-3

     Statement of Operations                                           F-4

     Statement of Changes in
          Shareholders' Equity                                         F-5

     Statement of Cash Flows                                           F-6

     Notes to Financial Statements                                     F-7


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

                                     F-1



                        INDEPENDENT ACCOUNTANTS' REPORT


To the Trustees and Shareholders
Pittsburgh & West Virginia Railroad

     We have audited the accompanying balance sheet of Pittsburgh & West
Virginia Railroad as of December 31, 1997 and 1996, and the related statements
of operations, changes in shareholders' equity, and cash flows for each of the
three years in the period ended December 31, 1997.  These financial statements
are the responsibility of the Company's management.  Our responsibility is to
express an opinion on these financial statements based on our audits.

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

     In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Pittsburgh & West
Virginia Railroad as of December 31, 1997 and 1996, and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1997, in conformity with generally accepted accounting
principles.




/s/ Gibbons & Kawash
January 22, 1998
Charleston, WV


                                     F-2

                    PITTSBURGH & WEST VIRGINIA RAILROAD

                                BALANCE SHEET

                         December 31, 1997 and 1996



                                           1997                  1996

ASSETS

Rentals receivable under capital lease -
       implicit interest rate of 10%
       (Notes 1 and 2)                $   9,150,000        $   9,150,000
Cash                                         39,214               19,867

                                      $   9,189,214        $   9,169,867


LIABILITIES AND SHAREHOLDERS' EQUITY

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

     Contingency (Note 5)

     Shareholders' equity (Note 3):
      Shares of beneficial interest,
       without par value.  Authorized
       number of shares - unlimited;
       issued and outstanding -
       1,510,000 shares                  9,145,359            9,145,359
      Income retained in the business       21,905                2,558

                                         9,167,264            9,147,917

                                      $  9,189,214         $  9,169,867






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


                        PITTSBURGH & WEST VIRGINIA RAILROAD

                              STATEMENT OF OPERATIONS

                   Years Ended December 31, 1997, 1996 and 1995



                             1997                1996                1995

Income available for
  distribution:
     Cash rental        $   915,000         $   915,000         $   915,000
Interest on invested
  funds                         204                 233               3,122
                            915,204             915,233             918,122
Less general and
  administrative expenses    80,457              92,811              90,259

         Net income     $   834,747         $   822,422         $   827,863

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

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

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

                                        F-4


                           PITTSBURGH & WEST VIRGINIA RAILROAD

                     STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

                        Years Ended December 1997, 1996 and 1995



                                                              Income
                                       Shares of             retained
                                       beneficial             in the
                                         interest            business

Balance at December 31, 1994            9,145,359          $   13,273

     Net income                               -               827,863
     Cash dividends paid                      -              (830,500)

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

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

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

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

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







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, 1997, 1996 and 1995



                                  1997           1996           1995

Cash flows from operating
  activities:
    Net income               $  834,747      $  822,422      $  827,863
Adjustments to reconcile
  net income to net cash
  provided by operating
  activities:
    Increase (decrease) in
      accounts payable and
      accrued liabilities            -            3,600          (7,600)

         Net cash provided
           by operating
           activities           834,747         826,022         820,263

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

        Net increase
        (decrease) in cash       19,347          (4,478)        (10,237)

Cash, beginning of year          19,867          24,345          34,582

     Cash, end of year       $   39,214      $   19,867      $   24,345




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

                      PITTSBURGH & WEST VIRGINIA RAILROAD

                          NOTES TO FINANCIAL STATEMENTS



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

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

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

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

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

    At December 31, 1997 and 1996, the noncash settlement account (see Note 1)
    had a balance of $10,740,209 and $10,246,193, respectively, receivable
    from Norfolk and Western;  however, because the account will not be
    settled until the expiration of the lease, no values have been reported
    in the accompanying financial statements for the balance of the account or
    the transactions affecting the balance.


                                     F-7

                       PITTSBURGH & WEST VIRGINIA RAILROAD

                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)



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

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


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


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



                                     F-8