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
                                        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
     Charles T. Jones,President              200                  0.001
            All trustees and officers
            as a group (7 persons)        17,900                  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

















                       Audited Financial Statements

                    Pittsburgh & West Virginia Railroad


                   Years Ended December 31, 2004 and 2003



                             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

Gibbons
& Kawash
Certified Public Accountants                                 gandkcpas.com






             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, 2004 and 2003, 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, 2004.  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 audits 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, 2004 and 2003, and the results of its operations
and its cash flows for each of the three years in the period ended
December 31, 2004, in conformity with U.S. generally accepted accounting
principles.


/s/ Gibbons & Kawash

Charleston, West Virginia
January 21, 2005

300 BANK ONE CENTER, 707 VIRGINIA STREET, EAST, CHARLESTON, WV 25301
               PHONE:  304.345.8400   FAX:  304.345.8451


                                     F-2

                      PITTSBURGH & WEST VIRGINIA RAILROAD

                                 BALANCE SHEET

                             December 31, 2004 and 3003



ASSETS                                        2004                   2003

Rentals receivable under capital lease      $  9,150,000          $  9,150,000
Cash                                              59,306                40,440

                                            $  9,209,306          $  9,190,440


LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:
  Accounts payable and accrued liabilities  $      8,950          $     24,950

  Shareholders' equity:
    Shares of beneficial
    interest, without par value.
      Authorized number of shares - unlimited;
      issued and outstanding - 1,510,000 shares
      at December 31, 2004 and 2003            9,145,359             9,145,359
    Retained earnings                             54,997                20,131

                                               9,200,356             9,165,490

                                            $  9,209,306          $  9,190,440






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

                                     F-3

                         PITTSBURGH & WEST VIRGINIA RAILROD

                               STATEMENT OF OPERATIONS

                    Years Ended December 31, 2004, 2003, and 2002


                                   2004             2003             2002

Lease revenues                  $   915,000      $   915,000      $   915,000
Less general and
  administrative expenses           110,034          116,404           94,117

Net income                      $   804,966      $   798,596      $   820,883

Per share:
   Net income                   $       .53      $       .53      $       .54












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 2004, 2003 and 2002


						  Shares of
                                                  Beneficial          Retained
                                                   Interest           Earnings

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

   Net income                                           -              820,883
   Cash dividends paid ($.55 per share)                 -             (830,500)

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








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, 2004, 2003 and 2003


                                   2004             2003             2002

Cash flows from operating
 activities:
   Net income                  $   804,966     $    798,596     $    820,883
   Adjustments to reconcile
     net income to net cash
     provided by operating
     activities:
       Increase (decrease)
       in accounts payable
       and accrued
       liabilities                 (16,000)           2,000             (336)

          Net cash provided
          by operating
          activities               788,966          800,596          820,883

Cash flows used in financing
 activities:
   Dividends paid                 (770,100)        (800,300)        (830,500)

      Net increase (decrease)
      in cash                       18,866              296           (9,617)

Cash, beginning of year             40,440           40,144           49,761

Cash, end of year              $    59,306     $     40,440     $     40,144




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.

    Revenue Recognition

         The lease provides the Trust's source of revenue, which is received
    in quarterly installments. The quarterly installments are recognized as
    revenue when earned.

    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.

         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 STATEMENT
                                     (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.  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, 2004 and 2003, the noncash settlement account had a
    balance of $13,498,805 and $13,164,667, respectively, receivable from
    Norfolk Southern.  The account will not be settled until the expiration of
    the lease.  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 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.  Dividends distributed for the years ended December 31, 2004, 2003,
    and 2002, 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 President and 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, 2004, 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, 2004 and 2003.

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

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

Year Ended
  December 31, 2003

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

    Net income            $ 206,128     $ 187,066    $  201,864   $ 203,537

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













                                     F-10