SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

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

PITTSBURGH & WEST VIRGINIA RAILROAD
(Exact Name of Registrant as Specified in Its Charter)

Pennsylvania
(State or Other Jurisdiction of Incorporation)

 1-5447 25-6002536
(Commission File Number) (I.R.S. Employer Identification No.)


55 Edison Avenue, West Babylon, New York 11704
(Address of Principal Executive Offices) (Zip Code)

 (212) 750-0373
 (Registrant's Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFT|R 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 5: CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.07 Submission of Matters to a Vote of Shareholders

Pittsburgh & West Virginia Railroad's (the "Trust") 2011 Annual Meeting was held on May 26, 2011, at which time the shareholders acted on the following proposals:

1) The election of the following trustees to serve until the Trust's next annual meeting:

 FOR WITHHELD BROKER NON-VOTES
David. H. Lesser 618,144 84,200 686,618
Virgil E. Wenger 672,223 30,121 686,618
Patrick R. Haynes, III 658,629 43,715 686,618
William S. Susman 681,351 20,993 686,618

2) The ratification of Gibbons & Kawash, A.C. ("GK") as the Trust's independent auditor for 2011.

FOR AGAINST ABSTAIN
Ratification of GK 1,361,594 23,133 4,235

SECTION 8: OTHER EVENTS

Item 8.01
On June 1, 2011, the Trust released a press release announcing the results of its 2011 Annual Meeting and the declaration of a cash dividend of $ 0.10 per common share of beneficial interest payable on June 30, 2011 to shareholders of record as of June 13, 2011.

A copy of the press release is attached to this report as Exhibit 99.1 and incorporated herein by reference.

SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit

No. Description
99.1 Press Release of Pittsburgh & West Virginia Railroad
 dated June 1, 2011

SIGNATURE

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.

Date: June 1, 2011

PITTSBURGH & WEST VIRGINIA RAILROAD

By: /s/ David H. Lesser
Name: David H. Lesser
Title: CEO and Chairman

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