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


                         POWER REIT
       (Exact Name of Registrant as Specified in Its Charter)

                          Maryland
          (State or Other Jurisdiction of Incorporation)



        333-177802                         45-3116572
(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 8: OTHER EVENTS

Item 8.01

      Norfolk Southern Railway Company ("NS") is the lessee of
railroad property under a lease entered in 1962 (the "Lease") with
Pittsburgh & West Virginia Railroad ("P&WV"), a wholly-owned
subsidiary of Power REIT.  In December 2010, NS approached P&WV
regarding the potential sale of a portion of the leased property
that is owned by P&WV that NS considers excess to its requirements
(the "West End Branch").  In response, P&WV proceeded to evaluate
the proposed transaction and its rights under the Lease  and
ultimately sought reimbursement for legal costs related thereto
(approximately $4,500) pursuant to the Lease. NS refused to pay
such costs despite several requests by P&WV.

      On December 19, 2011, NS (together with its sub-lessee,
Wheeling & Lake Erie Railway Company, "Plaintiffs") commenced an
action against Power REIT and P&WV ("Defendants") in the United
States District Court for the Western District of Pennsylvania,
seeking a declaratory judgment that (a) the Lease is not in
default; and (b) with respect to the sale of the West End Branch:
(i) Plaintiffs are required to reimburse Defendants for the income
tax payment from the disposition of the West End Branch; (ii)
Plaintiffs will be compliant with the Lease upon reimbursing
Defendants for the income tax payment following the sale of the
West End Branch and that Plaintiffs have no obligation to reimburse
dividends paid to Defendants' shareholders; (iii) Defendants are
not permitted to make dividend payments to their shareholders that
exceed limitations set forth in the Lease; and (iv) Plaintiffs are
not required to pay Defendants' attorneys fees of $4,487.50
pursuant to the Lease.

      Following communications between Power REIT and the
Plaintiffs, on February 15, 2012, P&WV filed an Answer, Affirmative
Defenses and Counterclaims ("Answer"). Power REIT filed a motion to
dismiss the action.  In its Answer, P&WV seeks declaratory judgment
that the failure to reimburse the costs described above and other
actions constitute defaults under the Lease and that certain
amounts, including what NS calls the "settlement account," are
indebtedness owed by NS to P&WV which are immediately due and
payable.  The "settlement account" had a principal balance of
$16,236,809 as of December 31, 2011. There can be no assurance that
P&WV will prevail with its defenses or counterclaims or that Power
REIT will prevail with its motion to dismiss.

      NS has continued to make timely quarterly payments of the base
cash rent ($915,000 per annum). P&WV intends to vigorously protect
its rights and interests under the Lease.  P&WV believes its
primary exposure in the litigation is to its ongoing legal expense,
which it believes is reimbursable by NS pursuant to the Lease.
There can be no assurance that P&WV will prevail with any claims
for reimbursement of its expenses.



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:	February 16, 2012

POWER REIT

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