As Filed with the Securities and Exchange Commission on February 6, 2004
                                                      Registration No. 333-_____

================================================================================

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                       ----------------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                       ----------------------------------

                       THE PROVIDENCE SERVICE CORPORATION
             (Exact name of registrant as specified in its charter)

           Delaware                                           86-0845127
--------------------------------                         ----------------------
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                          Identification Number)


    5524 East Fourth Street, Tucson, Arizona                     85711
--------------------------------------------------------------------------------
    (Address of Principal Executive Offices)                   (Zip Code)

         Providence Service Corporation Stock Option and Incentive Plan;
              Providence Service Corporation 2003 Stock Option Plan

                            (Full title of the Plan)

                              Fletcher J. McCusker
                             Chief Executive Officer
                   620 North Craycroft, Tucson, Arizona 85711
                     (Name and address of agent for service)

                                 (520) 747-6600
          (Telephone number, including area code, of agent for service)

                                    Copy to:

                               Ethan Seer, Esquire
                                 Blank Rome LLP
                              405 Lexington Avenue
                            New York, New York 10174
                            Telephone: (212) 885-5000
                            Facsimile: (212) 885-5001

                        ---------------------------------

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
=============================================== ================ ================= ==================== ==============
                                                                    Proposed
                                                                     maximum        Proposed maximum      Amount of
                                                 Amount to be     offering price   aggregate offering   registration
     Title of securities to be registered         registered       per share (1)        price (1)            fee
----------------------------------------------- ---------------- ----------------- -------------------- --------------
<S>                                               <C>            <C>               <C>                  <C>
Common stock, par value $0.001 per share          803,336 (2)        $11.937           $9,589,422         $1,214.98
----------------------------------------------- ---------------- ----------------- -------------------- --------------
</TABLE>

         (1)      Pursuant  to  Rule  457 of the  Securities  Act  of  1933,  as
                  amended,  based  upon,  as to shares  that may be issued  upon
                  exercise of  outstanding  options,  the exercise price of such
                  options,  and as to  shares  that may be issued  upon  options
                  available for future  grant,  upon the average of the high and
                  low price of the  registrant's  common stock, par value $0.001
                  per share ("Common Stock"), as reported on the Nasdaq National
                  Market on February 4, 2004.

         (2)      Includes  303,336  shares of Common Stock  issuable  under the
                  registrant's Stock Option and Incentive Plan ("1997 Plan") and
                  500,000  shares  issuable  under the  registrant's  2003 Stock
                  Option Plan ("2003 Plan").

         (3)      Pursuant  to Rule 416 under  the  Securities  Act of 1933,  as
                  amended,  this  registration   statement  also  includes  such
                  indeterminate  number  of  shares  of  Common  Stock as may be
                  issued pursuant to certain anti-dilution  provisions contained
                  in the 1997 Plan and the 2003 Plan.

<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Item 1.  Plan Information.

                  The Providence  Service  Corporation (the "Company") is filing
         this registration statement on Form S-8 (the "Registration  Statement")
         in connection with registering the shares of the Company's common stock
         that may be issued upon the exercise of options  granted under the 1997
         Plan and the 2003 Plan.

                  The documents  containing the information  specified in Part I
         of Form S-8 will be sent or given to  participants  in the 1997 or 2003
         Plan as specified by Rule  428(b)(1)  promulgated by the Securities and
         Exchange  Commission  (the "SEC") under the  Securities Act of 1933, as
         amended (the "Securities Act").

                  Such  documents are not being filed with the  Commission,  but
         constitute  (along with the documents  incorporated  by reference  into
         this  Registration  Statement  pursuant  to Item 3 of Part II hereof) a
         prospectus  that  meets  the  requirements  of  Section  10(a)  of  the
         Securities Act.

         Item 2. Registrant Information and Employee Plan Annual Information.

                  Information  required by Item 2 of this Part I to be contained
         in the  prospectus  meeting the  requirements  of Section  10(a) of the
         Securities  Act  is  omitted  from  this   Registration   Statement  in
         accordance with Rule 428 under the Securities Act, and the Note to Part
         I of Form S-8.



                                      I-1
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

         The  following  documents,  as filed by the Company  with the SEC,  are
incorporated by reference in this Registration Statement:

         o        the  Company's  Quarterly  Report on Form 10-Q for the quarter
                  ended September 30, 2003;

         o        the description of the Company's Common Stock contained in the
                  Company's   Registration  Statement  on  Form  8-A,  File  No.
                  000-50364,  filed on August 13, 2003 pursuant to Section 12(g)
                  of the  Securities  Exchange  Act of  1934,  as  amended  (the
                  "Exchange  Act"),  and all amendments or reports filed for the
                  purpose of updating that description; and

         o        the Company's  prospectus  filed pursuant to Rule 424(b) under
                  the Securities Act on August 19, 2003.

         All documents filed by the Company pursuant to Section 13(a), 13(c), 14
and 15(d) of the Exchange  Act,  after the effective  date of this  Registration
Statement and prior to the filing of a post-effective  amendment which indicates
that all securities  offered have been sold or which  deregisters all securities
then remaining  unsold,  shall be deemed to be incorporated by reference in this
Registration  Statement (other than reports furnished pursuant to Items 9 and 12
of Form 8-K) and to be part of this Registration  Statement from the date of the
filing of such documents. Any statement contained in the documents incorporated,
or deemed to be incorporated, by reference herein shall be deemed to be modified
or superseded for purposes of this  Registration  Statement to the extent that a
statement  contained  herein or in any other  subsequently  filed document which
also is,  or is deemed to be,  incorporated  by  reference  herein  modifies  or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

         All information  appearing in this Registration  Statement is qualified
in its entirety by the detailed  information,  including  financial  statements,
appearing in the documents incorporated herein or therein by reference.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

                                      II-1
<PAGE>

Item 6. Indemnification of Directors and Officers.

         Section  145  of  the  Delaware  General   Corporation  Law  permits  a
corporation,   under  specified  circumstances,   to  indemnify  its  directors,
officers,  employees or agents against  expenses  (including  attorneys'  fees),
judgments,  fines  and  amounts  paid in  settlements  actually  and  reasonably
incurred by them in connection  with any action,  suit or proceeding  brought by
third parties by reason of the fact that they were or are  directors,  officers,
employees or agents of the corporation, if such directors,  officers,  employees
or agents 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 reason 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,  officers,  employees or agents in connection
with the defense or settlement of an action or suit,  and only with respect to a
matter as to which they  shall  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  shall be made if such person shall
have been adjudged liable to the corporation, unless and only to the extent that
the  court  in which  the  action  or suit  was  brought  shall  determine  upon
application  that the  defendant  directors,  officers,  employees or agents are
fairly and  reasonably  entitled to  indemnity  for such  expenses  despite such
adjudication of liability.

         Section 102(b)(7) of the Delaware General Corporation Law provides that
a certificate of incorporation  may contain a provision  eliminating or limiting
the personal  liability of a director to the corporation or its stockholders for
monetary  damages for breach of fiduciary duty as a director  provided that such
provision shall not eliminate or limit the liability of a director:

         (1)      for  any  breach  of the  director's  duty of  loyalty  to the
                  corporation or its stockholders,

         (2)      for acts or  omissions  not in good  faith  or  which  involve
                  intentional misconduct or a knowing violation of law,

         (3)      under  Section 174  (relating  to liability  for  unauthorized
                  acquisitions  or  redemptions  of, or  dividends  on,  capital
                  stock) of the Delaware General Corporation Law, or

         (4)      for  any  transaction  from  which  the  director  derived  an
                  improper personal benefit.

         The Company's second amended and restated  certificate of incorporation
provides  that it shall,  to the fullest  extent  permitted by Delaware  General
Corporation Law,  indemnify all persons whom it may indemnify under Delaware law
and contains  provisions  permitted by Section 102(b)(7) of the Delaware General
Corporation Law.

         The Company's second amended and restated  certificate of incorporation
further provides that:

                                      II-2
<PAGE>

         o        it is  required  to  indemnify  its  directors  and  officers,
                  subject to very limited exceptions;

         o        it may  indemnify  other  persons,  subject  to  very  limited
                  exceptions; and

         o        it is  required  to  advance  expenses,  as  incurred,  to its
                  directors and officers in connection with a legal  proceeding,
                  subject to very limited exceptions.

         The Company has an insurance  policy providing for  indemnification  of
officers  and  directors  and certain  other  persons  against  liabilities  and
expenses incurred by any of them in certain stated proceedings and conditions.

         The  indemnification  provisions  contained  in  the  Company's  second
amended and  restated  certificate  of  incorporation  and amended and  restated
bylaws may be  sufficiently  broad to permit  indemnification  of the  Company's
directors and officers for liabilities arising under the Securities Act.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

5.1      Opinion of Blank Rome LLP.

23.1     Consent of Ernst & Young LLP.

23.2     Consent of Deloitte & Touche LLP.

23.3     Consent of Blank Rome LLP (included in Exhibit 5.1).

24.1     Power of Attorney  (included  on  signature  page of this  registration
         statement).

Item 9. Undertakings.

(a) 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 events or facts 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 the registration
statement. Notwithstanding the foregoing, any increase or decrease in the volume
of securities offered (if the total dollar value of securities offered would not

                                      II-3
<PAGE>

exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Securities  and  Exchange  Commission  pursuant  to Rule  424(b)
(ss.230.424(b) of this chapter) if, in the aggregate,  the changes in volume and
price  represent  no more than a 20% change in the  maximum  aggregate  offering
price set forth in the "Calculation of Registration  Fee" table in the effective
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;

         Provided,  however,  that  paragraphs  (a)(1)(i) and  (a)(1)(ii) do not
apply if the information  required to be included in a post-effective  amendment
by those  paragraphs is contained in periodic  reports  filed by the  registrant
pursuant to Section 13 or Section 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.

         (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.

(b)  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 Section 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.

(c) 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 Securities Act
of  1933  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.


                                      II-4
<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 Tucson, State of Arizona, on February 4, 2004.



                                THE PROVIDENCE SERVICE CORPORATION


                                By: /s/ Fletcher Jay McCusker
                                    ---------------------------------------
                                    Fletcher Jay McCusker
                                    Chief Executive Officer

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below hereby  constitutes and appoints Fletcher Jay McCusker and Michael
N. Deitch, and each of them, his true and lawful  attorneys-in-fact  and agents,
with full power of  substitution  and  resubstitution,  for him and in his name,
place  and  stead,  in any and all  capacities,  to sign any and all  amendments
(including  post-effective  amendments) to this registration  statement,  and to
file the same, with all exhibits thereto,  and other documentation in connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person,  hereby ratifying all that said  attorneys-in-fact  and agents, or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

<TABLE>
<CAPTION>
             SIGNATURE                                   TITLE(S)                                  DATE
             ---------                                   --------                                  ----
<S>                                     <C>
/s/ Fletcher Jay McCusker               Chairman of the Board, Chief                              February 4, 2004
------------------------------------    Executive Officer (Principal Executive Officer)
Fletcher Jay McCusker

/s/ Mark L. First                       Director                                                  February 4, 2004
------------------------------------
Mark L. First


/s/ Steven I. Geringer                  Director                                                  February 4, 2004
------------------------------------
Steven I. Geringer



/s/ Hunter Hurst, III                   Director                                                  February 4, 2004
------------------------------------
Hunter Hurst, III


Kristi L. Meints                        Director                                                  February 4, 2004
------------------------------------
Kristi L. Meints


/s/ Richard Singleton                   Director                                                  February 4, 2004
------------------------------------
Richard Singleton


Michael N. Deitch                       Chief Financial Officer                                   February 4, 2004
------------------------------------    (Principal Accounting Officer
Michael N. Deitch                       and Principal Financial Officer)
</TABLE>

                                      II-5

<PAGE>


INDEX TO EXHIBITS


Exhibit No.      Description of Exhibit
-----------      ----------------------

5.1              Opinion of Blank Rome LLP.

23.1             Consent of Ernst & Young LLP.

23.2             Consent of Deloitte & Touche LLP.

23.3             Consent of Blank Rome LLP (included in Exhibit 5.1).

24.1             Power  of  Attorney   (included  on  signature   page  of  this
                 registration statement).


                                      II-6
[{"type": "S-8", "sequence": "1", "filename": "forms8.txt", "secsgml_size_bytes": 22370}]
{"company-data": {"conformed-name": "PROVIDENCE SERVICE CORP", "cik": "0001220754", "assigned-sic": "8300", "irs-number": "860845127", "state-of-incorporation": "DE", "fiscal-year-end": "0629"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-112586", "film-number": "04574938"}, "business-address": {"street1": "5524 E. FOURTH ST.", "city": "TUSCON", "state": "AZ", "zip": "85711", "phone": "5207487108"}, "mail-address": {"street1": "5524 E. FOURTH ST.", "city": "TUSCON", "state": "AZ", "zip": "85711"}}
As Filed with the Securities and Exchange Commission on February 6, 2004
                                                      Registration No. 333-_____

================================================================================

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                       ----------------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                       ----------------------------------

                       THE PROVIDENCE SERVICE CORPORATION
             (Exact name of registrant as specified in its charter)

           Delaware                                           86-0845127
--------------------------------                         ----------------------
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                          Identification Number)

    5524 East Fourth Street, Tucson, Arizona                     85711
--------------------------------------------------------------------------------
    (Address of Principal Executive Offices)                   (Zip Code)

         Providence Service Corporation Stock Option and Incentive Plan;
              Providence Service Corporation 2003 Stock Option Plan

                            (Full title of the Plan)

                              Fletcher J. McCusker
                             Chief Executive Officer
                   620 North Craycroft, Tucson, Arizona 85711
                     (Name and address of agent for service)

                                 (520) 747-6600
          (Telephone number, including area code, of agent for service)

                                    Copy to:

                               Ethan Seer, Esquire
                                 Blank Rome LLP
                              405 Lexington Avenue
                            New York, New York 10174
                            Telephone: (212) 885-5000
                            Facsimile: (212) 885-5001

                        ---------------------------------
CALCULATION OF REGISTRATION FEE
=============================================== ================ ================= ==================== ==============
                                                                    Proposed
                                                                     maximum        Proposed maximum      Amount of
                                                 Amount to be     offering price   aggregate offering   registration
     Title of securities to be registered         registered       per share (1)        price (1)            fee
----------------------------------------------- ---------------- ----------------- -------------------- --------------
Common stock, par value $0.001 per share          803,336 (2)        $11.937           $9,589,422         $1,214.98
----------------------------------------------- ---------------- ----------------- -------------------- --------------
(1)      Pursuant  to  Rule  457 of the  Securities  Act  of  1933,  as
                  amended,  based  upon,  as to shares  that may be issued  upon
                  exercise of  outstanding  options,  the exercise price of such
                  options,  and as to  shares  that may be issued  upon  options
                  available for future  grant,  upon the average of the high and
                  low price of the  registrant's  common stock, par value $0.001
                  per share ("Common Stock"), as reported on the Nasdaq National
                  Market on February 4, 2004.

         (2)      Includes  303,336  shares of Common Stock  issuable  under the
                  registrant's Stock Option and Incentive Plan ("1997 Plan") and
                  500,000  shares  issuable  under the  registrant's  2003 Stock
                  Option Plan ("2003 Plan").

         (3)      Pursuant  to Rule 416 under  the  Securities  Act of 1933,  as
                  amended,  this  registration   statement  also  includes  such
                  indeterminate  number  of  shares  of  Common  Stock as may be
                  issued pursuant to certain anti-dilution  provisions contained
                  in the 1997 Plan and the 2003 Plan.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Item 1.  Plan Information.

                  The Providence  Service  Corporation (the "Company") is filing
         this registration statement on Form S-8 (the "Registration  Statement")
         in connection with registering the shares of the Company's common stock
         that may be issued upon the exercise of options  granted under the 1997
         Plan and the 2003 Plan.

                  The documents  containing the information  specified in Part I
         of Form S-8 will be sent or given to  participants  in the 1997 or 2003
         Plan as specified by Rule  428(b)(1)  promulgated by the Securities and
         Exchange  Commission  (the "SEC") under the  Securities Act of 1933, as
         amended (the "Securities Act").

                  Such  documents are not being filed with the  Commission,  but
         constitute  (along with the documents  incorporated  by reference  into
         this  Registration  Statement  pursuant  to Item 3 of Part II hereof) a
         prospectus  that  meets  the  requirements  of  Section  10(a)  of  the
         Securities Act.

         Item 2. Registrant Information and Employee Plan Annual Information.

                  Information  required by Item 2 of this Part I to be contained
         in the  prospectus  meeting the  requirements  of Section  10(a) of the
         Securities  Act  is  omitted  from  this   Registration   Statement  in
         accordance with Rule 428 under the Securities Act, and the Note to Part
         I of Form S-8.

                                      I-1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

         The  following  documents,  as filed by the Company  with the SEC,  are
incorporated by reference in this Registration Statement:

         o        the  Company's  Quarterly  Report on Form 10-Q for the quarter
                  ended September 30, 2003;

         o        the description of the Company's Common Stock contained in the
                  Company's   Registration  Statement  on  Form  8-A,  File  No.
                  000-50364,  filed on August 13, 2003 pursuant to Section 12(g)
                  of the  Securities  Exchange  Act of  1934,  as  amended  (the
                  "Exchange  Act"),  and all amendments or reports filed for the
                  purpose of updating that description; and

         o        the Company's  prospectus  filed pursuant to Rule 424(b) under
                  the Securities Act on August 19, 2003.

         All documents filed by the Company pursuant to Section 13(a), 13(c), 14
and 15(d) of the Exchange  Act,  after the effective  date of this  Registration
Statement and prior to the filing of a post-effective  amendment which indicates
that all securities  offered have been sold or which  deregisters all securities
then remaining  unsold,  shall be deemed to be incorporated by reference in this
Registration  Statement (other than reports furnished pursuant to Items 9 and 12
of Form 8-K) and to be part of this Registration  Statement from the date of the
filing of such documents. Any statement contained in the documents incorporated,
or deemed to be incorporated, by reference herein shall be deemed to be modified
or superseded for purposes of this  Registration  Statement to the extent that a
statement  contained  herein or in any other  subsequently  filed document which
also is,  or is deemed to be,  incorporated  by  reference  herein  modifies  or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

         All information  appearing in this Registration  Statement is qualified
in its entirety by the detailed  information,  including  financial  statements,
appearing in the documents incorporated herein or therein by reference.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

                                      II-1
Item 6. Indemnification of Directors and Officers.

         Section  145  of  the  Delaware  General   Corporation  Law  permits  a
corporation,   under  specified  circumstances,   to  indemnify  its  directors,
officers,  employees or agents against  expenses  (including  attorneys'  fees),
judgments,  fines  and  amounts  paid in  settlements  actually  and  reasonably
incurred by them in connection  with any action,  suit or proceeding  brought by
third parties by reason of the fact that they were or are  directors,  officers,
employees or agents of the corporation, if such directors,  officers,  employees
or agents 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 reason 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,  officers,  employees or agents in connection
with the defense or settlement of an action or suit,  and only with respect to a
matter as to which they  shall  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  shall be made if such person shall
have been adjudged liable to the corporation, unless and only to the extent that
the  court  in which  the  action  or suit  was  brought  shall  determine  upon
application  that the  defendant  directors,  officers,  employees or agents are
fairly and  reasonably  entitled to  indemnity  for such  expenses  despite such
adjudication of liability.

         Section 102(b)(7) of the Delaware General Corporation Law provides that
a certificate of incorporation  may contain a provision  eliminating or limiting
the personal  liability of a director to the corporation or its stockholders for
monetary  damages for breach of fiduciary duty as a director  provided that such
provision shall not eliminate or limit the liability of a director:

         (1)      for  any  breach  of the  director's  duty of  loyalty  to the
                  corporation or its stockholders,

         (2)      for acts or  omissions  not in good  faith  or  which  involve
                  intentional misconduct or a knowing violation of law,

         (3)      under  Section 174  (relating  to liability  for  unauthorized
                  acquisitions  or  redemptions  of, or  dividends  on,  capital
                  stock) of the Delaware General Corporation Law, or

         (4)      for  any  transaction  from  which  the  director  derived  an
                  improper personal benefit.

         The Company's second amended and restated  certificate of incorporation
provides  that it shall,  to the fullest  extent  permitted by Delaware  General
Corporation Law,  indemnify all persons whom it may indemnify under Delaware law
and contains  provisions  permitted by Section 102(b)(7) of the Delaware General
Corporation Law.

         The Company's second amended and restated  certificate of incorporation
further provides that:

                                      II-2
o        it is  required  to  indemnify  its  directors  and  officers,
                  subject to very limited exceptions;

         o        it may  indemnify  other  persons,  subject  to  very  limited
                  exceptions; and

         o        it is  required  to  advance  expenses,  as  incurred,  to its
                  directors and officers in connection with a legal  proceeding,
                  subject to very limited exceptions.

         The Company has an insurance  policy providing for  indemnification  of
officers  and  directors  and certain  other  persons  against  liabilities  and
expenses incurred by any of them in certain stated proceedings and conditions.

         The  indemnification  provisions  contained  in  the  Company's  second
amended and  restated  certificate  of  incorporation  and amended and  restated
bylaws may be  sufficiently  broad to permit  indemnification  of the  Company's
directors and officers for liabilities arising under the Securities Act.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

5.1      Opinion of Blank Rome LLP.

23.1     Consent of Ernst & Young LLP.

23.2     Consent of Deloitte & Touche LLP.

23.3     Consent of Blank Rome LLP (included in Exhibit 5.1).

24.1     Power of Attorney  (included  on  signature  page of this  registration
         statement).

Item 9. Undertakings.

(a) 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 events or facts 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 the registration
statement. Notwithstanding the foregoing, any increase or decrease in the volume
of securities offered (if the total dollar value of securities offered would not

                                      II-3
exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Securities  and  Exchange  Commission  pursuant  to Rule  424(b)
(ss.230.424(b) of this chapter) if, in the aggregate,  the changes in volume and
price  represent  no more than a 20% change in the  maximum  aggregate  offering
price set forth in the "Calculation of Registration  Fee" table in the effective
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;

         Provided,  however,  that  paragraphs  (a)(1)(i) and  (a)(1)(ii) do not
apply if the information  required to be included in a post-effective  amendment
by those  paragraphs is contained in periodic  reports  filed by the  registrant
pursuant to Section 13 or Section 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.

         (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.

(b)  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 Section 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.

(c) 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 Securities Act
of  1933  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.

                                      II-4
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 Tucson, State of Arizona, on February 4, 2004.

                                THE PROVIDENCE SERVICE CORPORATION

                                By: /s/ Fletcher Jay McCusker
                                    ---------------------------------------
                                    Fletcher Jay McCusker
                                    Chief Executive Officer

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below hereby  constitutes and appoints Fletcher Jay McCusker and Michael
N. Deitch, and each of them, his true and lawful  attorneys-in-fact  and agents,
with full power of  substitution  and  resubstitution,  for him and in his name,
place  and  stead,  in any and all  capacities,  to sign any and all  amendments
(including  post-effective  amendments) to this registration  statement,  and to
file the same, with all exhibits thereto,  and other documentation in connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person,  hereby ratifying all that said  attorneys-in-fact  and agents, or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.
SIGNATURE                                   TITLE(S)                                  DATE
             ---------                                   --------                                  ----
/s/ Fletcher Jay McCusker               Chairman of the Board, Chief                              February 4, 2004
------------------------------------    Executive Officer (Principal Executive Officer)
Fletcher Jay McCusker

/s/ Mark L. First                       Director                                                  February 4, 2004
------------------------------------
Mark L. First

/s/ Steven I. Geringer                  Director                                                  February 4, 2004
------------------------------------
Steven I. Geringer

/s/ Hunter Hurst, III                   Director                                                  February 4, 2004
------------------------------------
Hunter Hurst, III

Kristi L. Meints                        Director                                                  February 4, 2004
------------------------------------
Kristi L. Meints

/s/ Richard Singleton                   Director                                                  February 4, 2004
------------------------------------
Richard Singleton

Michael N. Deitch                       Chief Financial Officer                                   February 4, 2004
------------------------------------    (Principal Accounting Officer
Michael N. Deitch                       and Principal Financial Officer)
II-5
INDEX TO EXHIBITS

Exhibit No.      Description of Exhibit
-----------      ----------------------

5.1              Opinion of Blank Rome LLP.

23.1             Consent of Ernst & Young LLP.

23.2             Consent of Deloitte & Touche LLP.

23.3             Consent of Blank Rome LLP (included in Exhibit 5.1).

24.1             Power  of  Attorney   (included  on  signature   page  of  this
                 registration statement).

                                      II-6