UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C. 20549
                               Amendment No. 1 to
                                 FORM 10-Q

X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
  SECURITIES EXCHANGE ACT OF 1934

For the Quarter ended      September 30, 2008

Commission File Number    1-5447

                   PITTSBURGH & WEST VIRGINIA RAILROAD

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


(Address of principal executive offices)
2 Port Amherst Drive
Charleston, WV 25306

Telephone  (304)926-1124*

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 requirements for the past 90 days.

Yes __X__	No _____

Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, or a non-accelerated filer.

Large accelerated filer _____	Accelerated filer _____	Non-accelerated
filer __X__ Small Reporting Company  ______

Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).

Yes _____	No __X__


                     PITTSBURGH & WEST VIRGINIA RAILROAD
                                   FORM 10-Q

Indicate the number of shares outstanding of each of the issuers classes of
common stock, as of the close of the period covered by this report.

1,510,000 shares of beneficial interest, without par value.

 * Notices and communications from the Securities and Exchange Commission
 for the registrant may be sent to Robert R. McCoy, Secretary and Treasurer,
 #2 Port Amherst Drive, Charleston, WV 25306.


EXPLANATORY NOTE

This Amendment No. 1 on Form 10-Q/A amends the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30, 2008, filed with
the Securities and Exchange Commission ("SEC") on November 3, 2008 (the
"Original Quarterly Report"). This amendment revises Exhibit 31.1,
Section 302 Certification for Herbert E. Jones, Jr., Exhibit 31.2,
Section 302 Certification for Herbert E. Jones III, Exhibit 31.3,
Section 302 Certification for Robert R McCoy, and Exhibit 99,
Section 906 Certification for Herbert E. Jones, Jr.,
Herbert E. Jones, III, and Robert R. McCoy.

Except as described above, no attempt has been made in this
Amendment to modify or update other disclosures presented in
the Original Quarterly Report. This Amendment does not reflect
events occurring after the filing of the Original Quarterly
Report, or modify or update those disclosures, including the
exhibits to the Original Quarterly Report, affected by
subsequent events. Accordingly, this Amendment should be read
in conjunction with our filings with the SEC subsequent to the
filing of the Original Quarterly Report, including any amendments
to those filings.



SIGNATURES

Pursuant to the requirements 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 & WV RAILROAD



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



/s/Robert R. McCoy
Robert R. McCoy
Secretary and Treasurer


Date:  April 7, 2009