PW Power REIT

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

August 12, 2008

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

Section 1 REGISTRANT'S BUSINESS AND OPERATIONS

There were no changes in the business of registrant.

Section 2 FINANCIAL INFORMATION

There were no changes in the financial information.

Section 3 SECURITIES AND TRADING MARKETS

There were no changes.

Section 4 MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS

There were no changes in the Registrant's Accountants or statements.

Section 5 CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.02 Departure of Directors or Principal Officers: Election of Directors; Appointment of Principal Officers.

Item 5.02 ( b) As of August 8, 2008, Charles Howard Capito resigned as a Trustee.

Section 6 ASSET-BACKED SECURITIES

There were no asset-backed securities.

Section 7 REGULATION FD

There were no disclosures required pursuant Regulation FD.

Section 8 OTHER EVENTS

There were no other events.

Section 9 FINANCIAL STATEMENTS AND OTHER EXHIBITS

There were no changes to financial statements or other exhibits.

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 hereunto duly authorized.

By:

/s/ Robert R. McCoy
Robert R. McCoy
Vice President and Secretary-Treasurer

Date: August 12, 2008

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