Exhibit 32.1

CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT
OF 2002



In connection with the quarterly report of Power REIT
(the "Trust") on Form 10-Q for the period ending June
30, 2012 as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), we,
David H. Lesser, CEO and Chairman of the Board of Trustees and
Arun Mittal, Vice President Business Development and Secretary-
Treasurer, certify, to the best of our knowledge, pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, that:

(1)  The Report fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)  The information contained in the Report fairly presents, in
all material respects, the financial condition and results of
operations of the Trust.


/s/ David H. Lesser
David H. Lesser
CEO and Chairman of the Board of Trustees

Date:  August 15, 2012



/s/ Arun Mittal
Arun Mittal
Secretary-Treasurer and VP
  Business Development

Date:  August 15, 2012