Registration Statement No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                              ____________________
                                    FORM S-8

                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933
                              ____________________

                          PROVIDENCE ENERGY CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

             Rhode Island                                  05-0389170
    (State or other jurisdiction of           (IRS Employer Identification No.)
     incorporation or organization

              100 Weybosset Street, Providence, Rhode Island 02903
                          (Address, including zip code
                         of Principal Executive Offices)

             Providence Energy Corporation Voluntary Investment Plan
                            (Full Title of the Plan)

                              Susann G. Mark, Esq.
                          Providence Energy Corporation
                              100 Weybosset Street
                         Providence, Rhode Island 02903
                                 (401) 272-5040
            (Name, Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent for Service)

                                   Copies to:
                            Margaret D. Farrell, Esq.
                          Hinckley, Allen & Snyder LLP
                                1500 Fleet Center
                              Providence, RI 02903
                                 (401) 274-2000




                              ____________________



<PAGE>


                         CALCULATION OF REGISTRATION FEE

_______________________________________________________________________________
Title of Each Class                 Proposed    Proposed Maximum   Amount of
of Securities to Be  Amount to be   Maximum     Aggregate          Registration
Registered (1)       Registered(2)  Offering    Offering Price     Fee
                                    Price Per
                                    Share (3)
_______________________________________________________________________________

Common Stock,
par value
$1.00 per share...     100,000      $29.25      $2,925,000.00      $813.15
_______________________________________________________________________________

(1)  The contents of Registration Statement on Form S-8 (No.  33-43031) relating
to  100,000  shares  of  common  stock  issuable  under  the  Providence  Energy
Corporation   Voluntary   Investment  Plan  (the  "Plan")  are  incorporated  by
reference.

(2)  Based on 100,000 additional shares reserved for issuance under the Plan.

(3)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
pursuant  to Rule  457(h) and based on an average of the  exercise  price of the
high and low prices reported on the New York Stock Exchange as of July 30, 1999.

<PAGE>

                    Registration of Additional Shares

        Providence  Energy  Corporation  (the  "Company")  filed a  Registration
Statement, Registration Statement No. 33-43031, on Form S-8, incorporated herein
by  reference,   relating  to  its  Voluntary   Investment  Plan  (the  "Plan"),
registering  100,000 shares of the common stock ("Common  Stock") of the Company
reserved for issuance  under the Plan. On July 22,1999 the Board of Directors of
the Company  authorized  the issuance  under the Plan of an  additional  100,000
shares of Common Stock. This Registration  Statement shall serve to register the
additional 100,000 shares issuable under the Plan.

                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

        The following  documents,  which have been filed by the Company with the
Securities and Exchange  Commission  (the  "Commission"),  are  incorporated  by
reference herein and shall be deemed to be a part hereof:

        (a)     The  Company's  latest  Annual Report filed on Form 10-K for the
                fiscal year ended  September 30, 1998 filed  pursuant to Section
                13(a) or  15(d)  of the  Securities  Exchange  Act of 1934  (the
                "Exchange Act");

        (b)     All other reports filed by the Company pursuant to Section 13(a)
                or 15(d) of the  Exchange  Act since the end of the fiscal  year
                covered  by the  Annual  Report  on Form  10-K set  forth in (a)
                above; and

        (c)     The  description  of  Common  Stock  included  in the  Company's
                Registration  Statement  filed under  Section 12 of the Exchange
                Act,  including any amendment or report filed for the purpose of
                updating such description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  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  herein by reference  and shall be deemed a part hereof from
the date of filing of such documents.

         Any  statement  contained  in a document  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.


<PAGE>


Item 5.  Interests of named Experts and Counsel.

        None.

Item 6. Indemnification of Directors and Officers.

        For  information  with  respect  to the  indemnification  of  directors,
officers and persons  controlling the registrant  against  liabilities under the
Securities  Act of  1933,  reference  is made  to  Item  15 of the  registrant's
Registration  Statement  on  Form  S-2,  Registration  Statement  No.  33-24125,
incorporated herein by this reference.

Item 8. Exhibits.

       Exhibit No.                      Description

       3.1               Articles of Incorporation, as amended (incorporated by
                         reference to Exhibit 4(e) to the Registration Statement
                         of the Registrant on Form S-2 (Registration No.
                         33-24125))

       3.2               Bylaws  (incorporated  by reference to Exhibit C to the
                         Proxy Statement/Prospectus forming a part of the
                         Registrant's Registration Statement  on Form S-14
                         (Registration No. 2-69473), as amended at the annual
                         meetings  of  the shareholders  held January 14, 1985
                         and January 14, 1991, the text of such amendments being
                         set forth in each case as Exhibit A to the proxy
                         statement for such annual meeting,  heretofore filed
                         with the Securities and Exchange Commission and being
                         incorporated herein by this reference)

       4.1               Stock Rights Agreement (incorporated by reference to
                         Exhibit 4.1 to the report of the Registrant on Form 8-K
                         File No. 001-10632 dated July 29, 1998)

       5                 Opinion of Hinckley, Allen & Snyder LLP

       23.1              Consent of Arthur Andersen LLP, Independent Accountants

       23.2              Consent of Hinckley, Allen & Snyder LLP (included in
                         Exhibit 5)

       24                Powers of Attorney



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 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;

                (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; and

                (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  Exchange  Act 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 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  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  Securities  Act of 1933 and will be
        governed by the final adjudication of such issue.



<PAGE>



                                   SIGNATURES

        Pursuant to the  requirements of the Securities Act of 1933, as amended,
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  covering the Providence  Energy  Corporation  Voluntary
Investment  Plan to be signed on its behalf by the  undersigned,  thereunto duly
authorized, in the City of Providence, State of Rhode Island, on August 2, 1999.

                                                 Providence Energy Corporation



                                                 By:. s/ James H. Dodge
                                                      James H. Dodge
                                                      Chairman, President and
                                                      Chief Executive Officer



        Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on August 2, 1999.

Signature                                       Title

s/ James H. Dodge               Chairman, President and Chief Executive Officer
James H. Dodge                  (Principal Executive Officer)

s/ Kenneth W. Hogan             Chief Financial Officer and Treasurer (Principal
Kenneth W. Hogan                Financial Officer and Principal Accounting
                                Officer)

      *                         Director
Gilbert R. Bodell, Jr.
      *                         Director
John H. Howland

      *                         Director
Douglas H. Johnson

      *                         Director
William Kreykes

      *                         Director
Paul F. Levy

      *                         Director
Romolo A. Marsella

      *                         Director
M. Anne Szostak

      *                         Director
Kenneth W. Washburn

      *                         Director
W. Edward Wood

* s/ Susann G. Mark
Susann G. Mark,
Attorney-in-fact


<PAGE>

                                  EXHIBIT INDEX

Exhibit
Number                              Description

3.1        Articles of Incorporation, as amended (incorporated by reference to
           Exhibit 4(e) to the Registration Statement of the Registrant on Form
           S-2 (Registration No. 33-24125))

3.2        Bylaws (incorporated by reference to Exhibit C to the Proxy
           Statement/Prospectus forming a part of the Registrant's Registration
           Statement on Form S-14 (Registration No. 2-69473), as amended at the
           annual meetings of the shareholders held January 14, 1985 and
           January 14, 1991, the text of such amendments being set forth in each
           case as Exhibit A to the proxy statement for such annual meeting,
           heretofore filed with the Securities and Exchange Commission and
           being incorporated herein by this reference)

4.1        Stock Rights Agreement (incorporated by reference to Exhibit 4.1 to
           the report of the Registrant on Form 8-K File No. 001-10632 dated
           July 29, 1998)

5          Opinion of Hinckley, Allen & Snyder LLP

23.1       Consent of Arthur Andersen LLP, Independent Accountants

23.2       Consent of Hinckley, Allen & Snyder LLP (included in Exhibit 5)

24.        Powers of Attorney
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 COVERING VOLUNTARY INVESTMENT PLAN", "secsgml_size_bytes": 14452}]
{"company-data": {"conformed-name": "PROVIDENCE ENERGY CORP", "cik": "0000319651", "assigned-sic": "4924", "irs-number": "050389170", "state-of-incorporation": "RI", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-84301", "film-number": "99676320"}, "business-address": {"street1": "100 WEYBOSSET ST", "city": "PROVIDENCE", "state": "RI", "zip": "02903", "phone": "4012725040"}, "mail-address": {"street1": "100 WEYBOSSET STREET", "city": "PROVIDENCE", "state": "RI", "zip": "02903"}}
Registration Statement No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                              ____________________
                                    FORM S-8

                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933
                              ____________________

                          PROVIDENCE ENERGY CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

             Rhode Island                                  05-0389170
    (State or other jurisdiction of           (IRS Employer Identification No.)
     incorporation or organization

              100 Weybosset Street, Providence, Rhode Island 02903
                          (Address, including zip code
                         of Principal Executive Offices)

             Providence Energy Corporation Voluntary Investment Plan
                            (Full Title of the Plan)

                              Susann G. Mark, Esq.
                          Providence Energy Corporation
                              100 Weybosset Street
                         Providence, Rhode Island 02903
                                 (401) 272-5040
            (Name, Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent for Service)

                                   Copies to:
                            Margaret D. Farrell, Esq.
                          Hinckley, Allen & Snyder LLP
                                1500 Fleet Center
                              Providence, RI 02903
                                 (401) 274-2000

                              ____________________
CALCULATION OF REGISTRATION FEE

_______________________________________________________________________________
Title of Each Class                 Proposed    Proposed Maximum   Amount of
of Securities to Be  Amount to be   Maximum     Aggregate          Registration
Registered (1)       Registered(2)  Offering    Offering Price     Fee
                                    Price Per
                                    Share (3)
_______________________________________________________________________________

Common Stock,
par value
$1.00 per share...     100,000      $29.25      $2,925,000.00      $813.15
_______________________________________________________________________________

(1)  The contents of Registration Statement on Form S-8 (No.  33-43031) relating
to  100,000  shares  of  common  stock  issuable  under  the  Providence  Energy
Corporation   Voluntary   Investment  Plan  (the  "Plan")  are  incorporated  by
reference.

(2)  Based on 100,000 additional shares reserved for issuance under the Plan.

(3)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
pursuant  to Rule  457(h) and based on an average of the  exercise  price of the
high and low prices reported on the New York Stock Exchange as of July 30, 1999.
Registration of Additional Shares

        Providence  Energy  Corporation  (the  "Company")  filed a  Registration
Statement, Registration Statement No. 33-43031, on Form S-8, incorporated herein
by  reference,   relating  to  its  Voluntary   Investment  Plan  (the  "Plan"),
registering  100,000 shares of the common stock ("Common  Stock") of the Company
reserved for issuance  under the Plan. On July 22,1999 the Board of Directors of
the Company  authorized  the issuance  under the Plan of an  additional  100,000
shares of Common Stock. This Registration  Statement shall serve to register the
additional 100,000 shares issuable under the Plan.

                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

        The following  documents,  which have been filed by the Company with the
Securities and Exchange  Commission  (the  "Commission"),  are  incorporated  by
reference herein and shall be deemed to be a part hereof:

        (a)     The  Company's  latest  Annual Report filed on Form 10-K for the
                fiscal year ended  September 30, 1998 filed  pursuant to Section
                13(a) or  15(d)  of the  Securities  Exchange  Act of 1934  (the
                "Exchange Act");

        (b)     All other reports filed by the Company pursuant to Section 13(a)
                or 15(d) of the  Exchange  Act since the end of the fiscal  year
                covered  by the  Annual  Report  on Form  10-K set  forth in (a)
                above; and

        (c)     The  description  of  Common  Stock  included  in the  Company's
                Registration  Statement  filed under  Section 12 of the Exchange
                Act,  including any amendment or report filed for the purpose of
                updating such description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  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  herein by reference  and shall be deemed a part hereof from
the date of filing of such documents.

         Any  statement  contained  in a document  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.
Item 5.  Interests of named Experts and Counsel.

        None.

Item 6. Indemnification of Directors and Officers.

        For  information  with  respect  to the  indemnification  of  directors,
officers and persons  controlling the registrant  against  liabilities under the
Securities  Act of  1933,  reference  is made  to  Item  15 of the  registrant's
Registration  Statement  on  Form  S-2,  Registration  Statement  No.  33-24125,
incorporated herein by this reference.

Item 8. Exhibits.

       Exhibit No.                      Description

       3.1               Articles of Incorporation, as amended (incorporated by
                         reference to Exhibit 4(e) to the Registration Statement
                         of the Registrant on Form S-2 (Registration No.
                         33-24125))

       3.2               Bylaws  (incorporated  by reference to Exhibit C to the
                         Proxy Statement/Prospectus forming a part of the
                         Registrant's Registration Statement  on Form S-14
                         (Registration No. 2-69473), as amended at the annual
                         meetings  of  the shareholders  held January 14, 1985
                         and January 14, 1991, the text of such amendments being
                         set forth in each case as Exhibit A to the proxy
                         statement for such annual meeting,  heretofore filed
                         with the Securities and Exchange Commission and being
                         incorporated herein by this reference)

       4.1               Stock Rights Agreement (incorporated by reference to
                         Exhibit 4.1 to the report of the Registrant on Form 8-K
                         File No. 001-10632 dated July 29, 1998)

       5                 Opinion of Hinckley, Allen & Snyder LLP

       23.1              Consent of Arthur Andersen LLP, Independent Accountants

       23.2              Consent of Hinckley, Allen & Snyder LLP (included in
                         Exhibit 5)

       24                Powers of Attorney

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 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;

                (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; and

                (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  Exchange  Act 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 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  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  Securities  Act of 1933 and will be
        governed by the final adjudication of such issue.
SIGNATURES

        Pursuant to the  requirements of the Securities Act of 1933, as amended,
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  covering the Providence  Energy  Corporation  Voluntary
Investment  Plan to be signed on its behalf by the  undersigned,  thereunto duly
authorized, in the City of Providence, State of Rhode Island, on August 2, 1999.

                                                 Providence Energy Corporation

                                                 By:. s/ James H. Dodge
                                                      James H. Dodge
                                                      Chairman, President and
                                                      Chief Executive Officer

        Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on August 2, 1999.

Signature                                       Title

s/ James H. Dodge               Chairman, President and Chief Executive Officer
James H. Dodge                  (Principal Executive Officer)

s/ Kenneth W. Hogan             Chief Financial Officer and Treasurer (Principal
Kenneth W. Hogan                Financial Officer and Principal Accounting
                                Officer)

      *                         Director
Gilbert R. Bodell, Jr.
      *                         Director
John H. Howland

      *                         Director
Douglas H. Johnson

      *                         Director
William Kreykes

      *                         Director
Paul F. Levy

      *                         Director
Romolo A. Marsella

      *                         Director
M. Anne Szostak

      *                         Director
Kenneth W. Washburn

      *                         Director
W. Edward Wood

* s/ Susann G. Mark
Susann G. Mark,
Attorney-in-fact
EXHIBIT INDEX

Exhibit
Number                              Description

3.1        Articles of Incorporation, as amended (incorporated by reference to
           Exhibit 4(e) to the Registration Statement of the Registrant on Form
           S-2 (Registration No. 33-24125))

3.2        Bylaws (incorporated by reference to Exhibit C to the Proxy
           Statement/Prospectus forming a part of the Registrant's Registration
           Statement on Form S-14 (Registration No. 2-69473), as amended at the
           annual meetings of the shareholders held January 14, 1985 and
           January 14, 1991, the text of such amendments being set forth in each
           case as Exhibit A to the proxy statement for such annual meeting,
           heretofore filed with the Securities and Exchange Commission and
           being incorporated herein by this reference)

4.1        Stock Rights Agreement (incorporated by reference to Exhibit 4.1 to
           the report of the Registrant on Form 8-K File No. 001-10632 dated
           July 29, 1998)

5          Opinion of Hinckley, Allen & Snyder LLP

23.1       Consent of Arthur Andersen LLP, Independent Accountants

23.2       Consent of Hinckley, Allen & Snyder LLP (included in Exhibit 5)

24.        Powers of Attorney