As filed with the Securities and Exchange Commission on June 30, 1999
                           Registration No. 333-79781

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                         POST-EFFECTIVE AMENDMENT NO. 1
                                   ON FORM S-8
                                       TO
                                    FORM S-4
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            PROVIDENT COMPANIES, INC.
             (Exact name of registrant as specified in its charter)


           DELAWARE                                        62-1598430
(State or other jurisdiction of                  (I.R.S. Employer Identification
 incorporation or organization)                                No.)

           1 FOUNTAIN SQUARE                                   37402
        CHATTANOOGA, TENNESSEE                               (Zip Code)
(Address of principal executive offices)


           UNUMPROVIDENT CORPORATION 1987 EXECUTIVE STOCK OPTION PLAN
          UNUMPROVIDENT CORPORATION 1990 LONG-TERM STOCK INCENTIVE PLAN
          UNUMPROVIDENT CORPORATION 1996 LONG-TERM STOCK INCENTIVE PLAN
             UNUMPROVIDENT CORPORATION 1998 GOALS STOCK OPTION PLAN

                              (Full title of plans)

                                  SUSAN N. ROTH
                                1 FOUNTAIN SQUARE
                          CHATTANOOGA, TENNESSEE 37402
                                 (423) 755-1011
                          (Name, address and telephone
                          number of agent for service)


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                   PROPOSED              PROPOSED
                                                   MAXIMUM               MAXIMUM                AMOUNT OF
  TITLE OF SECURITIES      AMOUNT TO BE      OFFERING PRICE PER          AGGREGATE            REGISTRATION
   TO BE REGISTERED        REGISTERED(1)(2)       SHARE(3)            OFFERING PRICE(3)        FEE(2)(3)
   ----------------        ----------------       --------            -----------------        ---------
<S>                        <C>                     <C>                  <C>                    <C>

   Common Stock, par       10,715,888 shares       $40.81               $437,315,389.28        $2,366.87
 value $.10 per share
</TABLE>

     (1)  This post-effective Amendment No. 1 on Form S-8 to Form S-4 covers
          shares of Provident Companies, Inc. common stock, par value $.10 per
          share, originally registered on the Registration Statement on Form S-4
          to which this amendment relates. Pursuant to Rule 416(a) under the
          Securities Act of 1933, as amended, this amendment also registers such
          indeterminate


<PAGE>


          number of additional shares as may be issuable under the plans in
          connection with share splits, share dividends or similar transactions.

     (2)  A total of 10,507,265 shares of the Registrant's Common Stock, par
          value $.10 per share, were registered pursuant to the Registration
          Statement on Form S-4 to which this amendment relates, but are not
          expected to be issued in the merger of UNUM Corporation with and into
          the Registrant, and are therefore being carried forward to this
          Registration Statement. Accordingly, a net registration fee of
          $2,366.87 (calculated in reference to the additional 208,623 shares
          being registered hereby) is payable herewith.

     (3)  Calculated solely for purposes of calculating the registration fee
          pursuant to Rule 457(c) and (h), the proposed maximum offering price
          per share, proposed maximum aggregate offering price and the amount of
          the registration fee are based on $40.81, the average of the daily
          high and low sale prices of Registrant's common stock reported on the
          New York Stock Exchange on June 29, 1999.



                             INTRODUCTORY STATEMENT

      Provident Companies, Inc. ("Provident" or the "Registrant") hereby amends
its Registration Statement on Form S-4 (No. 333-79781) (the "Form S-4" ) by
filing this Post-Effective Amendment No. 1 on Form S-8 to Form S-4 (the
"Post-Effective Amendment" or the "Registration Statement") relating to the sale
of up to 10,715,888 shares of common stock, par value $.10 per share, of the
Registrant ("Registrant Common Stock") issuable in connection with options,
shares or rights to acquire shares, granted under the following plans of UNUM
Corporation, a Delaware corporation ("UNUM"), that Provident will assume in the
Merger (as defined below): the UNUMProvident Corporation 1987 Executive Stock
Option Plan, the UNUMProvident Corporation 1990 Long-Term Stock Incentive Plan,
the UNUMProvident Corporation 1996 Long-Term Stock Incentive Plan and the
UNUMProvident Corporation 1998 Goals Stock Option Plan (collectively, the
"Plans").

      Pursuant to an Agreement and Plan of Merger (the "Merger Agreement"),
dated as of November 22, 1998, as amended as of May 25, 1999, Provident and UNUM
intend to consummate a merger (the "Merger") whereby UNUM will be merged with
and into Provident, with Provident as the surviving corporation in the Merger.
In the Merger, the par value of Provident's common stock will be changed from
$1.00 per share to $.01 per share. Further, in the Merger, each share of UNUM
common stock (other than shares owned by Provident or UNUM or their
subsidiaries), par value $.10 per share ("UNUM Common Stock"), will be converted
into the right to receive one share of Registrant Common Stock. In addition,
each outstanding option granted pursuant to the Plans will no longer be settled
in shares of UNUM Common Stock, but instead will be settled on the same terms
and conditions as were applicable immediately prior to consummation of the
Merger in shares of Registrant Common Stock. Each outstanding option will
otherwise be exercisable upon the same terms and conditions as were applicable
immediately prior to the Merger.

      The Post-Effective Amendment relates to the offer and sale after the
Merger of Registrant Common Stock pursuant to the Plans.


                                       -2-

<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


      Not required to be included in the Form S-8 pursuant to Note to Part I of
Form S-8.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents which have been filed by the Registrant with the
Securities and Exchange Commission (the "Commission") are incorporated herein by
reference:

     (a)    Annual Report on Form 10-K for the year ended December 31, 1998;

     (b)    all other reports filed pursuant to Section 13(a) or 15(d) of the
            Securities Exchange Act of 1934 ("Exchange Act") since the end of
            the fiscal year referred to in (a) above; and

     (c)    the description of Provident's common stock, par value $1.00 per
            share, contained in its Registration Statement on Form 8-A, filed on
            July 24, 1992, including any amendments or reports filed for the
            purpose of updating such description.

      All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the
date of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereunder have been sold
or which deregisters all securities then remaining unsold under this
Registration Statement, shall be deemed to be incorporated by reference into
this Registration Statement and to be a part of the Registration Statement from
the date of filing of such documents to the extent not superseded by documents
or reports subsequently filed or made.

ITEM 4.  DESCRIPTION OF SECURITIES.

      Not applicable; the class of securities to be offered is registered under
Section 12 of the Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

      The legal validity of the shares of Common Stock offered by the Registrant
pursuant to this Registration Statement is being passed upon by F. Dean
Copeland, Executive Vice President and General Counsel for the Registrant. As of
June 30, 1999, Mr. Copeland owns shares of common stock and options to acquire
such shares aggregating less than 0.1% of the Registrant's outstanding common
stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      The Provident certificate of incorporation provides that Provident will
indemnify any person who was or is a party or is threatened to be made a party
to or otherwise involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (including any action or suit by or in
the right of Provident) by reason of the fact that such person is or was a
director or officer of Provident or, being at the time a director or officer of
Provident, is or was serving at the request of Provident as a director, trustee,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, including service with respect to an employee


-3-

<PAGE>


benefit plan, whether in an official capacity or any other capacity related to
Provident, or such other enterprise, to the fullest extent not prohibited by
Section 145 of the Delaware General Corporation Law against all expenses,
liability and loss (including without limitation attorneys' fees and expenses,
judgments, fines, ERISA excise taxes or penalties and amounts paid in
settlement) reasonably incurred or suffered by such person in connection
therewith. Notwithstanding the foregoing, except as may be provided in the
Provident bylaws or by the Provident board of directors, Provident shall not
indemnify any such person in connection with a proceeding (or portion thereof)
initiated by such person (but this prohibition shall not apply to a
counterclaim, cross-claim or third-party claim brought by such person in any
proceeding) unless such proceeding (or portion thereof) was authorized by the
Provident board of directors.

      The Provident certificate of incorporation further states that the
indemnification provided therein will not be deemed exclusive of any other right
which any person may have or may thereafter acquire, and will continue as to a
person who has ceased to be a director or officer of Provident, or a director,
officer, employee or agent of such other enterprise and will inure to the
benefit of the heirs, executives and administrators of such a person.

      Section 145 of the Delaware General Corporation Law permits a corporation
to indemnify its directors and officers against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by them in connection with any action, suit or proceeding brought by
third parties, if such directors or officers acted in good faith and in a manner
they reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful. In a derivative action,
i.e., one by or in the right of the corporation, indemnification may be made
only for expenses actually and reasonably incurred by directors and officers in
connection with the defense or settlement of an action or suit, and only with
respect to a matter as to which they have acted in good faith and in a manner
they reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification will be made if such person will
have been adjudged liable to the corporation, unless and only to the extent that
the court in which the action or suit was brought will determine upon
application that the defendant officers or directors are fairly and reasonably
entitled to indemnify for such expenses despite such adjudication of liability.

      The Provident certificate of incorporation provides that no director of
Provident will be personally liable to Provident or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability (1) for any breach of the director's duty of loyalty to Provident or
its stockholders; (2) for acts or omissions not in good faith or which involve
intentional misconduct or knowing violation of the law; (3) under Section 174 of
the Delaware General Corporation Law; or (4) for any transaction from which a
director derived an improper benefit.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.


                                      -4-

<PAGE>


ITEM 8.  EXHIBITS.

          4.1  Amended and Restated Certificate of Incorporation of Provident,
               as amended on February 10, 1997 (incorporated herein by reference
               to Exhibit 3.1 to Provident's Form 10-K for the fiscal year ended
               December 31, 1995 (file No. 1-11834), dated April 1, 1996) as
               amended by Certificate of Amendment (incorporated herein by
               reference to Exhibit 3.1 to Provident's Form 10-K for the fiscal
               year ended December 31, 1996 (file No. 1-11834).

          4.2  By-Laws of Provident, as amended on October 28, 1998
               (incorporated herein by reference to Exhibit 3.2 to Provident's
               Form 10-Q for the quarter ended September 30, 1998 (file No.
               1-11834), dated November 12, 1998).

          5    Opinion and Consent of Counsel Regarding the legality of the
               shares of Common Stock.

          15   Letter re Unaudited Interim Financial Information.

          23.1 Consent of Independent Auditors.

          23.2 Consent of Counsel (included in Exhibit 5 above).

          24   Powers of Attorney.


ITEM 9.  UNDERTAKINGS.

         The undersigned Registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are being
         made, a post-effective amendment to this Registration Statement;

                    (i) To include any prospectus required by Section 10(a)(3)
               of the Securities Act of 1933;

                    (ii) To reflect in the prospectus any facts or events
               arising after the effective date of the Registration Statement
               (or the most recent post-effective amendment thereof) which,
               individually or in the aggregate, represent a fundamental change
               in the information set forth in this Registration Statement;

                    (iii) To include any material information with respect to
               the plan of distribution not previously disclosed in the
               Registration Statement or any material change to such information
               in the Registration Statement.

               Paragraphs (1)(i) and (1)(ii) above do not apply if the
         information required to be included in a post-effective amendment by
         those paragraphs is contained in periodic reports filed with or
         furnished to the Commission by the Registrant pursuant to Section 13 or
         15(d) of the Securities Exchange Act of 1934 that are incorporated by
         reference in this Registration Statement.

               (2) That, for the purpose of determining any liability under the
         Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.


                                       -5-

<PAGE>


               (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the Registration Statement shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


                                      -6-

<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chattanooga, State of Tennessee, on the 30th day of
June, 1999.


                                        PROVIDENT COMPANIES, INC.

                                        By: /s/ J. Harold Chandler
                                            -----------------------------------
                                            J. Harold Chandler
                                            Chairman of the Board, President
                                            and Chief Executive Officer


         Pursuant to the requirements of the Securities Act of 1933, this Form
S-8 Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE>

<S>                                            <C>                                              <C>
Principal Executive Officer and Director:      By:  /s/ J. Harold Chandler
                                                    ---------------------------
                                                    J. Harold Chandler
                                                    Chairman of the Board, President
                                                    and Chief Executive Officer                 June 30, 1999


Principal Financial Officer and Director:      By:  /s/ Thomas R. Watjen
                                                    ---------------------------
                                                    Thomas R. Watjen
                                                    Executive Vice President
                                                    and Chief Financial Officer                 June 30, 1999


Principal Accounting Officer:                  By:  /s/ Ralph A. Rogers, Jr.
                                                    ------------------------
                                                    Ralph A. Rogers, Jr.
                                                    Senior Vice President and Treasurer         June 30, 1999
</TABLE>


                                       -7-

<PAGE>


DIRECTORS:                                     By:  /s/ Susan N. Roth
                                                    ---------------------------
                                                    Susan N. Roth, as
                                                    attorney-in-fact for the
                                                    Directors


William L. Armstrong *
Hugh O. Maclellan, Jr.*
A.S. MacMillan *
C. William Pollard *
Steven S  Reinemund *
Burton E. Sorensen*



-------------------------------
* By power-of-attorney

                                               June 30, 1999


                                       -8-

<PAGE>


                                  EXHIBIT INDEX



EXHIBIT
 NUMBER                             DESCRIPTION
-------                             -----------

4.1        Amended and Restated Certificate of Incorporation of Provident, as
           amended on February 10, 1997 (incorporated herein by reference to
           Exhibit 3.1 to Provident's Form 10-K for the fiscal year ended
           December 31, 1995 (file No. 1-11834), dated April 1, 1996) as amended
           by Certificate of Amendment (incorporated herein by reference to
           Exhibit 3.1 to Provident's Form 10-K for the fiscal year ended
           December 31, 1996 (file No. 1-11834).

4.2        By-Laws of Provident, as amended on October 28, 1998 (incorporated
           herein by reference to Exhibit 3.2 to Provident's Form 10-Q for the
           quarter ended September 30, 1998 (file No. 1-11834), dated November
           12, 1998).

5          Opinion and Consent of Counsel Regarding the legality of the Shares
           of Common Stock.

15         Letter re Unaudited Interim Financial Information.

23.1       Consent of Independent Auditors.

23.2       Consent of Counsel (included in Exhibit 5 above).

24         Powers of Attorney.


                                       -9-
[{"type": "S-8", "sequence": "1", "description": "S-4, AMENDMENT NO. 1 ON FORM S-8", "secsgml_size_bytes": 22615}]
{"company-data": {"conformed-name": "PROVIDENT COMPANIES INC /DE/", "cik": "0000005513", "assigned-sic": "6321", "irs-number": "621598430", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-81969", "film-number": "99656916"}, "business-address": {"street1": "1 FOUNTAIN SQUARE", "city": "CHATTANOOGA", "state": "TN", "zip": "37402", "phone": "6157551011"}, "mail-address": {"street1": "ONE FOUNTAIN SQUARE", "city": "CHATTANOOGA", "state": "TN", "zip": "37402"}, "former-company": {"former-conformed-name": "PROVIDENT LIFE & ACCIDENT INSURANCE CO OF AMERICA", "date-changed": "19950407"}}
As filed with the Securities and Exchange Commission on June 30, 1999
                           Registration No. 333-79781

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                         POST-EFFECTIVE AMENDMENT NO. 1
                                   ON FORM S-8
                                       TO
                                    FORM S-4
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            PROVIDENT COMPANIES, INC.
             (Exact name of registrant as specified in its charter)

           DELAWARE                                        62-1598430
(State or other jurisdiction of                  (I.R.S. Employer Identification
 incorporation or organization)                                No.)

           1 FOUNTAIN SQUARE                                   37402
        CHATTANOOGA, TENNESSEE                               (Zip Code)
(Address of principal executive offices)

           UNUMPROVIDENT CORPORATION 1987 EXECUTIVE STOCK OPTION PLAN
          UNUMPROVIDENT CORPORATION 1990 LONG-TERM STOCK INCENTIVE PLAN
          UNUMPROVIDENT CORPORATION 1996 LONG-TERM STOCK INCENTIVE PLAN
             UNUMPROVIDENT CORPORATION 1998 GOALS STOCK OPTION PLAN

                              (Full title of plans)

                                  SUSAN N. ROTH
                                1 FOUNTAIN SQUARE
                          CHATTANOOGA, TENNESSEE 37402
                                 (423) 755-1011
                          (Name, address and telephone
                          number of agent for service)

                         CALCULATION OF REGISTRATION FEE
PROPOSED              PROPOSED
                                                   MAXIMUM               MAXIMUM                AMOUNT OF
  TITLE OF SECURITIES      AMOUNT TO BE      OFFERING PRICE PER          AGGREGATE            REGISTRATION
   TO BE REGISTERED        REGISTERED(1)(2)       SHARE(3)            OFFERING PRICE(3)        FEE(2)(3)
   ----------------        ----------------       --------            -----------------        ---------
Common Stock, par       10,715,888 shares       $40.81               $437,315,389.28        $2,366.87
 value $.10 per share
(1)  This post-effective Amendment No. 1 on Form S-8 to Form S-4 covers
          shares of Provident Companies, Inc. common stock, par value $.10 per
          share, originally registered on the Registration Statement on Form S-4
          to which this amendment relates. Pursuant to Rule 416(a) under the
          Securities Act of 1933, as amended, this amendment also registers such
          indeterminate
number of additional shares as may be issuable under the plans in
          connection with share splits, share dividends or similar transactions.

     (2)  A total of 10,507,265 shares of the Registrant's Common Stock, par
          value $.10 per share, were registered pursuant to the Registration
          Statement on Form S-4 to which this amendment relates, but are not
          expected to be issued in the merger of UNUM Corporation with and into
          the Registrant, and are therefore being carried forward to this
          Registration Statement. Accordingly, a net registration fee of
          $2,366.87 (calculated in reference to the additional 208,623 shares
          being registered hereby) is payable herewith.

     (3)  Calculated solely for purposes of calculating the registration fee
          pursuant to Rule 457(c) and (h), the proposed maximum offering price
          per share, proposed maximum aggregate offering price and the amount of
          the registration fee are based on $40.81, the average of the daily
          high and low sale prices of Registrant's common stock reported on the
          New York Stock Exchange on June 29, 1999.

                             INTRODUCTORY STATEMENT

      Provident Companies, Inc. ("Provident" or the "Registrant") hereby amends
its Registration Statement on Form S-4 (No. 333-79781) (the "Form S-4" ) by
filing this Post-Effective Amendment No. 1 on Form S-8 to Form S-4 (the
"Post-Effective Amendment" or the "Registration Statement") relating to the sale
of up to 10,715,888 shares of common stock, par value $.10 per share, of the
Registrant ("Registrant Common Stock") issuable in connection with options,
shares or rights to acquire shares, granted under the following plans of UNUM
Corporation, a Delaware corporation ("UNUM"), that Provident will assume in the
Merger (as defined below): the UNUMProvident Corporation 1987 Executive Stock
Option Plan, the UNUMProvident Corporation 1990 Long-Term Stock Incentive Plan,
the UNUMProvident Corporation 1996 Long-Term Stock Incentive Plan and the
UNUMProvident Corporation 1998 Goals Stock Option Plan (collectively, the
"Plans").

      Pursuant to an Agreement and Plan of Merger (the "Merger Agreement"),
dated as of November 22, 1998, as amended as of May 25, 1999, Provident and UNUM
intend to consummate a merger (the "Merger") whereby UNUM will be merged with
and into Provident, with Provident as the surviving corporation in the Merger.
In the Merger, the par value of Provident's common stock will be changed from
$1.00 per share to $.01 per share. Further, in the Merger, each share of UNUM
common stock (other than shares owned by Provident or UNUM or their
subsidiaries), par value $.10 per share ("UNUM Common Stock"), will be converted
into the right to receive one share of Registrant Common Stock. In addition,
each outstanding option granted pursuant to the Plans will no longer be settled
in shares of UNUM Common Stock, but instead will be settled on the same terms
and conditions as were applicable immediately prior to consummation of the
Merger in shares of Registrant Common Stock. Each outstanding option will
otherwise be exercisable upon the same terms and conditions as were applicable
immediately prior to the Merger.

      The Post-Effective Amendment relates to the offer and sale after the
Merger of Registrant Common Stock pursuant to the Plans.

                                       -2-
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

      Not required to be included in the Form S-8 pursuant to Note to Part I of
Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents which have been filed by the Registrant with the
Securities and Exchange Commission (the "Commission") are incorporated herein by
reference:

     (a)    Annual Report on Form 10-K for the year ended December 31, 1998;

     (b)    all other reports filed pursuant to Section 13(a) or 15(d) of the
            Securities Exchange Act of 1934 ("Exchange Act") since the end of
            the fiscal year referred to in (a) above; and

     (c)    the description of Provident's common stock, par value $1.00 per
            share, contained in its Registration Statement on Form 8-A, filed on
            July 24, 1992, including any amendments or reports filed for the
            purpose of updating such description.

      All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the
date of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereunder have been sold
or which deregisters all securities then remaining unsold under this
Registration Statement, shall be deemed to be incorporated by reference into
this Registration Statement and to be a part of the Registration Statement from
the date of filing of such documents to the extent not superseded by documents
or reports subsequently filed or made.

ITEM 4.  DESCRIPTION OF SECURITIES.

      Not applicable; the class of securities to be offered is registered under
Section 12 of the Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

      The legal validity of the shares of Common Stock offered by the Registrant
pursuant to this Registration Statement is being passed upon by F. Dean
Copeland, Executive Vice President and General Counsel for the Registrant. As of
June 30, 1999, Mr. Copeland owns shares of common stock and options to acquire
such shares aggregating less than 0.1% of the Registrant's outstanding common
stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      The Provident certificate of incorporation provides that Provident will
indemnify any person who was or is a party or is threatened to be made a party
to or otherwise involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (including any action or suit by or in
the right of Provident) by reason of the fact that such person is or was a
director or officer of Provident or, being at the time a director or officer of
Provident, is or was serving at the request of Provident as a director, trustee,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, including service with respect to an employee

-3-
benefit plan, whether in an official capacity or any other capacity related to
Provident, or such other enterprise, to the fullest extent not prohibited by
Section 145 of the Delaware General Corporation Law against all expenses,
liability and loss (including without limitation attorneys' fees and expenses,
judgments, fines, ERISA excise taxes or penalties and amounts paid in
settlement) reasonably incurred or suffered by such person in connection
therewith. Notwithstanding the foregoing, except as may be provided in the
Provident bylaws or by the Provident board of directors, Provident shall not
indemnify any such person in connection with a proceeding (or portion thereof)
initiated by such person (but this prohibition shall not apply to a
counterclaim, cross-claim or third-party claim brought by such person in any
proceeding) unless such proceeding (or portion thereof) was authorized by the
Provident board of directors.

      The Provident certificate of incorporation further states that the
indemnification provided therein will not be deemed exclusive of any other right
which any person may have or may thereafter acquire, and will continue as to a
person who has ceased to be a director or officer of Provident, or a director,
officer, employee or agent of such other enterprise and will inure to the
benefit of the heirs, executives and administrators of such a person.

      Section 145 of the Delaware General Corporation Law permits a corporation
to indemnify its directors and officers against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by them in connection with any action, suit or proceeding brought by
third parties, if such directors or officers acted in good faith and in a manner
they reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful. In a derivative action,
i.e., one by or in the right of the corporation, indemnification may be made
only for expenses actually and reasonably incurred by directors and officers in
connection with the defense or settlement of an action or suit, and only with
respect to a matter as to which they have acted in good faith and in a manner
they reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification will be made if such person will
have been adjudged liable to the corporation, unless and only to the extent that
the court in which the action or suit was brought will determine upon
application that the defendant officers or directors are fairly and reasonably
entitled to indemnify for such expenses despite such adjudication of liability.

      The Provident certificate of incorporation provides that no director of
Provident will be personally liable to Provident or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability (1) for any breach of the director's duty of loyalty to Provident or
its stockholders; (2) for acts or omissions not in good faith or which involve
intentional misconduct or knowing violation of the law; (3) under Section 174 of
the Delaware General Corporation Law; or (4) for any transaction from which a
director derived an improper benefit.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

                                      -4-
ITEM 8.  EXHIBITS.

          4.1  Amended and Restated Certificate of Incorporation of Provident,
               as amended on February 10, 1997 (incorporated herein by reference
               to Exhibit 3.1 to Provident's Form 10-K for the fiscal year ended
               December 31, 1995 (file No. 1-11834), dated April 1, 1996) as
               amended by Certificate of Amendment (incorporated herein by
               reference to Exhibit 3.1 to Provident's Form 10-K for the fiscal
               year ended December 31, 1996 (file No. 1-11834).

          4.2  By-Laws of Provident, as amended on October 28, 1998
               (incorporated herein by reference to Exhibit 3.2 to Provident's
               Form 10-Q for the quarter ended September 30, 1998 (file No.
               1-11834), dated November 12, 1998).

          5    Opinion and Consent of Counsel Regarding the legality of the
               shares of Common Stock.

          15   Letter re Unaudited Interim Financial Information.

          23.1 Consent of Independent Auditors.

          23.2 Consent of Counsel (included in Exhibit 5 above).

          24   Powers of Attorney.

ITEM 9.  UNDERTAKINGS.

         The undersigned Registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are being
         made, a post-effective amendment to this Registration Statement;

                    (i) To include any prospectus required by Section 10(a)(3)
               of the Securities Act of 1933;

                    (ii) To reflect in the prospectus any facts or events
               arising after the effective date of the Registration Statement
               (or the most recent post-effective amendment thereof) which,
               individually or in the aggregate, represent a fundamental change
               in the information set forth in this Registration Statement;

                    (iii) To include any material information with respect to
               the plan of distribution not previously disclosed in the
               Registration Statement or any material change to such information
               in the Registration Statement.

               Paragraphs (1)(i) and (1)(ii) above do not apply if the
         information required to be included in a post-effective amendment by
         those paragraphs is contained in periodic reports filed with or
         furnished to the Commission by the Registrant pursuant to Section 13 or
         15(d) of the Securities Exchange Act of 1934 that are incorporated by
         reference in this Registration Statement.

               (2) That, for the purpose of determining any liability under the
         Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

                                       -5-
(3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the Registration Statement shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      -6-
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chattanooga, State of Tennessee, on the 30th day of
June, 1999.

                                        PROVIDENT COMPANIES, INC.

                                        By: /s/ J. Harold Chandler
                                            -----------------------------------
                                            J. Harold Chandler
                                            Chairman of the Board, President
                                            and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this Form
S-8 Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Principal Executive Officer and Director:      By:  /s/ J. Harold Chandler
                                                    ---------------------------
                                                    J. Harold Chandler
                                                    Chairman of the Board, President
                                                    and Chief Executive Officer                 June 30, 1999

Principal Financial Officer and Director:      By:  /s/ Thomas R. Watjen
                                                    ---------------------------
                                                    Thomas R. Watjen
                                                    Executive Vice President
                                                    and Chief Financial Officer                 June 30, 1999

Principal Accounting Officer:                  By:  /s/ Ralph A. Rogers, Jr.
                                                    ------------------------
                                                    Ralph A. Rogers, Jr.
                                                    Senior Vice President and Treasurer         June 30, 1999
-7-
DIRECTORS:                                     By:  /s/ Susan N. Roth
                                                    ---------------------------
                                                    Susan N. Roth, as
                                                    attorney-in-fact for the
                                                    Directors

William L. Armstrong *
Hugh O. Maclellan, Jr.*
A.S. MacMillan *
C. William Pollard *
Steven S  Reinemund *
Burton E. Sorensen*

-------------------------------
* By power-of-attorney

                                               June 30, 1999

                                       -8-
EXHIBIT INDEX

EXHIBIT
 NUMBER                             DESCRIPTION
-------                             -----------

4.1        Amended and Restated Certificate of Incorporation of Provident, as
           amended on February 10, 1997 (incorporated herein by reference to
           Exhibit 3.1 to Provident's Form 10-K for the fiscal year ended
           December 31, 1995 (file No. 1-11834), dated April 1, 1996) as amended
           by Certificate of Amendment (incorporated herein by reference to
           Exhibit 3.1 to Provident's Form 10-K for the fiscal year ended
           December 31, 1996 (file No. 1-11834).

4.2        By-Laws of Provident, as amended on October 28, 1998 (incorporated
           herein by reference to Exhibit 3.2 to Provident's Form 10-Q for the
           quarter ended September 30, 1998 (file No. 1-11834), dated November
           12, 1998).

5          Opinion and Consent of Counsel Regarding the legality of the Shares
           of Common Stock.

15         Letter re Unaudited Interim Financial Information.

23.1       Consent of Independent Auditors.

23.2       Consent of Counsel (included in Exhibit 5 above).

24         Powers of Attorney.

                                       -9-