<SEC-DOCUMENT>0001532619-12-000014.txt : 20120413
<SEC-HEADER>0001532619-12-000014.hdr.sgml : 20120413
<ACCEPTANCE-DATETIME>20120413084209
ACCESSION NUMBER:		0001532619-12-000014
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20120413
ITEM INFORMATION:		Other Events
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20120413
DATE AS OF CHANGE:		20120413

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Power REIT
		CENTRAL INDEX KEY:			0001532619
		STANDARD INDUSTRIAL CLASSIFICATION:	REAL ESTATE INVESTMENT TRUSTS [6798]
		IRS NUMBER:				453116572
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-54560
		FILM NUMBER:		12757507

	BUSINESS ADDRESS:	
		STREET 1:		55 EDISON AVENUE
		CITY:			WEST BABYLON
		STATE:			NY
		ZIP:			11704
		BUSINESS PHONE:		212-750-0373

	MAIL ADDRESS:	
		STREET 1:		55 EDISON AVENUE
		CITY:			WEST BABYLON
		STATE:			NY
		ZIP:			11704
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>form8K04132012.txt
<TEXT>
		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

On April 13, 2012, the Registrant announced that it filed a "shelf"
registration statement on Form S-3 ("Registration Statement") with the
Securities and Exchange Commission ("SEC") to raise up to $100,000,000
through the issuance from time to time of common shares, preferred
shares, rights and warrants, and units of the foregoing.  The net
proceeds of any equity offerings under the Registration Statement will be
used to invest in real estate related to energy and transportation
infrastructure assets and for general working capital purposes.

The Registration Statement has been filed with the SEC, but has not yet
become effective. The information in the Registration Statement is not
complete and may be changed. We may not sell any securities until the
Registration Statement filed with the SEC is effective and a supplement
describing, among other items, the details of each offering, including
the securities to be offered, amount and pricing, has been filed with the
SEC.  Neither the Registration Statement nor this press release is an
offer to sell any securities and it is not a solicitation of an offer to
buy or sell any securities in any jurisdiction where the offer or sale is
not permitted.

SECTION 9: FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01   Financial Statements and Exhibits

(d) Exhibits

Exhibit	Description
99.1	    Press Release of Power REIT dated April 13, 2012


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:	April 13, 2012

POWER REIT

By:	/s/ David H. Lesser
Name:	David H. Lesser
Title:	CEO and Chairman
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>exhibit991.txt
<TEXT>
Exhibit 99.1

PRESS RELEASE: APRIL 13, 2012


POWER REIT FILES REGISTRATION
STATEMENT ON FORM S-3


WEST BABYLON, NY.  On April 12, 2012, Power REIT, a Maryland real
estate investment trust, filed a "shelf" registration statement on Form
S-3 ("Registration Statement") with the Securities and Exchange
Commission ("SEC") to raise up to $100,000,000 through the issuance from
time to time of common shares, preferred shares, rights and warrants, and
units of the foregoing.  The net proceeds of any equity offerings under
the Registration Statement will be used to invest in real estate related
to energy and transportation infrastructure assets and for general
working capital purposes.

The Registration Statement has been filed with the SEC, but has not yet
become effective. The information in the Registration Statement is not
complete and may be changed. We may not sell any securities until the
Registration Statement filed with the SEC is effective and a supplement
describing, among other items, the details of each offering, including
the securities to be offered, amount and pricing, has been filed with the
SEC.  Neither the Registration Statement nor this press release is an
offer to sell any securities and it is not a solicitation of an offer to
buy or sell any securities in any jurisdiction where the offer or sale is
not permitted.

Forward Looking Statements

This press release may contain include forward-looking statements within
the meaning of the Securities Act of 1933, as amended, and Securities
Exchange Act of 1934, as amended. Forward-looking statements are those
that predict or describe future events or trends and that do not relate
solely to historical matters. You can generally identify forward-looking
statements as statements containing the words "believe," "expect,"
"will," "anticipate," "intend," "estimate," "would," "should," "project,"
"plan," "assume" or other similar expressions, or negatives of those
expressions, although not all forward-looking statements contain these
identifying words. All statements contained in this press release
regarding Power REIT's future strategy, future operations, projected
financial position, estimated future revenues, projected costs, future
prospects, the future of the Power REIT's industries and results that
might be obtained by pursuing management's current or future plans and
objectives are forward-looking statements. Over time, Power REIT's actual
results, performance or achievements will likely differ from the
anticipated results, performance or achievements that are expressed or
implied by the Power REIT's forward-looking statements, and such
difference might be significant and materially adverse to Power REIT's
security holders.

All forward-looking statements reflect the Power REIT's good faith
beliefs, assumptions and expectations, but they are not guarantees of
future performance.  Furthermore, Power REIT disclaims any obligation to
publicly update or revise any forward-looking statement to reflect
changes in underlying assumptions or factors, of new information, data or
methods, future events or other changes.  For a further discussion of
these and other factors that could cause Power REIT's future results to
differ materially from any forward-looking statements, see the section
entitled "Risk Factors" in Power REIT's registration statement filed with
the SEC on April 12, 2012, and other risks described in documents
subsequently filed by Power REIT from time to time with the SEC.

Investor Relations

Please contact Arun Mittal for further information or for business
opportunities:

Arun Mittal, CFA
VP Business Development
Power REIT
55 Edison Avenue
West Babylon, NY 11704
(T) 917-470-9093
(E) ir@pwreit.com
(W) http://www.pwreit.com/


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
