Registration Statement No. 333-_________
         ===============================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           --------------------------

                                    FORM S-8
             Registration Statement Under the Securities Act of 1933
                           --------------------------

                          Providence Energy Corporation
               (Exact name of issuer as specified in its charter)

      Rhode Island                                               05-0389170
(State or other jurisdic-                                    (I.R.S. Employer
 tion of incorporation)                                      Identification No.)

                              100 Weybosset Street
                         Providence, Rhode Island 02903
                                 (401) 272-5040
               (Address, including zip code, and telephone number,
                 including area code, of registrant's principal
                               executive offices)

                     Non-Employee Director Stock Plan
                            (Full title of the Plan)

            Alycia L. Goody, General Counsel and Corporate Secretary
                          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
                                   of process)

                                    Copy to:

                            Margaret D. Farrell, Esq.
                            Hinckley, Allen & Snyder
                                1500 Fleet Center
                         Providence, Rhode Island 02903
                                 (401) 274-2000

If any of the  securities  being  registered on this form are to be offered on a
delay or continuous  basis pursuant to Rule 415 under the Securities Act of 1933
check the following box. [x]

                                                         Exhibit Index on Page 9


<PAGE>




=============================================================================
                         CALCULATION OF REGISTRATION FEE
=============================================================================


Title of
Each Class of  Proposed     Proposed
Securities     Amount       Maximum           Maximum           Amount
to be          to be        Offering Price    Aggregate         Registration
Registered     Registered   Per Share(*)      Offering Price    Fee
-----------------------------------------------------------------------------


Common Stock   50,000 shs.  $18.1875          $909,375          $275.57
(par value
$1.00)
-----------------------------------------------------------------------------


     (*) Computed  pursuant to Rule 457(h) solely for the purpose of determining
the  registration  fee,  based on the  average of the high and low prices of the
Registrant's  Common  Stock as reported on the New York Stock  Exchange on April
14, 1997.




<PAGE>

                                    PART II

                   INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 3.         Incorporation of Certain Documents by Reference.

        The  following   documents   heretofore   filed  by  Providence   Energy
Corporation  (the  "Registrant")  with the  Securities  and Exchange  Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act")
are incorporated by reference in this Registration Statement:

        (a) The  Registrant's  latest  annual  report  on  Form10-K,  or, if the
financial   statements  therein  are  more  current,   the  Registrant's  latest
prospectus,  other than the  prospectus of which this document is a part,  filed
pursuant  to Rule  424(b)  under the  Securities  Act of 1933,  as amended  (the
"Securities Act").

        (b) All other reports filed by the Registrant  pursuant to Sections13(a)
or 15(d) of the  Exchange  Act since the end of the fiscal  year  covered by the
annual report or the prospectus referred to in (a) above.

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

        All  documents   subsequently  filed  by  the  Registrant   pursuant  to
Sections13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
of the shares of Common Stock offered have been sold or which  de-registers  all
of such shares then  remaining  unsold,  shall be deemed to be  incorporated  by
reference in this  Registration  Statement and to be 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 4. Description of Securities.

        Not applicable.

Item 5. Interests of Named Experts and Counsel.

        Not applicable.


<PAGE>



Item 6. Indemnification of Directors and Officers.

        Section 1.1-4.1 of the Rhode Island Business  Corporation Act sets forth
circumstances  under  which  directors,  officers,  employees  and agents may be
insured  or  indemnified  against  liability  which  they  may  incur  in  their
capacities.

        The  Company's   articles  of  incorporation  and  by-laws  provide  for
indemnification  of directors  and officers of the Company for loss and expenses
(including  attorneys'  fees) incurred in connection with any claim made against
the  director  or  officer  by reason of any  breach  of duty,  neglect,  error,
misstatement, misleading statement, omission or any other act wrongfully done or
attempted  by the  director or officer  alleged by any  claimant  and except for
claims (i) for any breach of the  director's or officer's duty of loyalty to the
Company or its  shareholders;  (ii) for acts or  omissions  not in good faith or
which involve  intentional  misconduct or a knowing  violation of law; (iii) for
liability  imposed  upon a director  or officer  pursuant to the  provisions  of
Section  1.1-43 of the  Rhode  Island  Business  Corporation  Act;  (iv) for any
transaction  from which the  director or officer  derived an  improper  personal
benefit;  or (v) for an  accounting or profits in fact made from the purchase or
sale by the  director or officer of the  securities  of the  Company  within the
meaning of Section 16 of the Securities Exchange Act of 1934, as amended.

        In  addition  to the  authority  conferred  upon the Company as provided
above, the articles provide that the Board of Directors may authorize agreements
to be entered into with each  director to provide that the Company shall pay, on
behalf of the director  with whom the same is entered  into,  certain  losses or
expenses  arising  from claims made  against the  director in his  capacity as a
director  of the  Company  by reason  of any  breach  of duty,  neglect,  error,
misstatement,  misleading  statement,  omission or other act wrongfully  done or
attempted.  The articles  further  provide that any agreement so authorized  may
provide  for the  advancement  of  expenses  to a  director  prior to the  final
disposition of any action, suit or proceeding  involving such director and based
on the alleged  commission  by the  director of any such breach of duty or other
act  wrongfully  done or attempted  subject to an undertaking by the director to
repay  the  same  to  the  Company  if  the  act  involves  a  claim  for  which
indemnification is not permitted under the articles and the final disposition of
the action results in an adjudication adverse to the director.

        The  articles  provide that any such  agreement  may not provide for the
indemnification  of a  director,  or for the  reimbursement  of a  director,  in
connection  with any claim (1) for any breach of the director's  duty of loyalty
to the Company or its shareholders,  (2) for acts or omissions not in good faith
or which involve  intentional  misconduct  or knowing  violation of law, (3) for
profits under Section 16(b) of the Securities  Exchange Act of 1934, as amended,
or (4) for improper personal benefit (unless the transaction is permitted by the
Rhode Island Business Corporation Act).

        The Company  has  entered  into  agreements  with each of its  directors
providing for  indemnification and reimbursement to the full extent permitted by
the articles.

        The Company has director and officer  liability  insurance  that insures
directors  and  officers,  and will  provide for payment to the Company of costs
incurred by it in indemnifying its directors and officers.

        Insofar as indemnification  for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers or persons  controlling the
Company pursuant to the foregoing provisions, the Company has been informed 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.

Item 7. Exemption from Registration Claimed.

        Not applicable.

Item 8. Exhibits.

        A list of the exhibits included as part of this  Registration  Statement
is set forth in the Exhibit Index which  immediately  precedes such exhibits and
is hereby incorporated by reference herein.

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;

                (ii)  To reflect in the  prospectus  any facts or events arising
                      after the effective  date of this  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 (or the most recent post-effective
                      amendment thereof);

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

         Provided,  however,  that paragraphs (a)(1)(i) and (a)(1)(ii) shall 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 Exchange
         Act that are incorporated by reference in this Registration Statement.

        (2) That,  for the  purpose  of  determining  any  liability  under  the
         Securities Act, 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,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in this 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) The  undersigned  Registrant  hereby  undertakes  to  deliver or cause to be
delivered with the prospectus,  to each person to whom the prospectus is sent or
given,  the latest annual  report to security  holders that is  incorporated  by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the  Exchange  Act;  and,  where
interim  financial  information  required  to  be  presented  by  Article  3  of
Regulation S-X is not set forth in the  prospectus,  to deliver,  or cause to be
delivered  to each person to whom the  prospectus  is sent or given,  the latest
quarterly  report  that  is  specifically   incorporated  by  reference  in  the
prospectus to provide such interim financial information.

(d) Insofar as indemnification  for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant  pursuant to the  provisions  described in Item 6, 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 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  of whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act and will be governed by the final adjudication of such issue.


<PAGE>


                                   SIGNATURES

        Pursuant to the  requirements  of the  Securities  Act,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filling  on Form S-8 and has duly  caused  this  Registration
Statement  to be  signed  on its  behalf  of  the  undersigned,  thereunto  duly
authorized, on the 15th day of April, 1997.

                                           PROVIDENCE ENERGY CORPORATION

                                           By:     /s/ Gary S. Gillheeney
                                              Gary S. Gillheeney, Senior Vice
                                              President, Chief Financial Officer
                                              and Treasurer

        KNOW ALL MEN BY THESE  PRESENTS,  that each of the  undersigned  persons
does  hereby  constitute  and  appoint  Gary S.  Gillheeney,  with full power of
substitution his true and lawful attorney-in-fact and agent for him 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  documents in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorney-in-fact  and agent full power and  authority to do and perform each and
every  act and thing  necessary  to be done in order to  effectuate  the same as
fully,  to all intents and purposes,  as he might or could do in person,  hereby
ratifying and confirming all that said  attorney-in-fact  and agent may lawfully
do or cause to be done by virtue hereof.

        Pursuant to the  requirements of the Securities  Act, this  Registration
Statement has been signed below by the following  persons in the  capacities and
on the dates indicated.

Signature                         Title                       Date

/s/ James H. Dodge                Chairman of the Board,      April 15, 1997
-----------------------------     Chief Executive Officer,
James H. Dodge                    President and Director                  
                                  

/s/ Gary S. Gillheeney            Senior Vice President,      April 15, 1997
------------------------------    Treasurer and Chief
Gary S. Gillheeney                Financial Officer
                                  

/s/ Gilbert R. Bodell, Jr.        Director                    April 15, 1997
------------------------------
Gilbert R. Bodell, Jr.

/s/ John H. Howland               Director                    April 15, 1997
------------------------------
John H. Howland


<PAGE>



/s/ Douglas H. Johnson            Director                    April 15, 1997
-----------------------------
Douglas H. Johnson

/s/ William Kreykes               Director                    April 15, 1997
William Kreykes

/s/ Paul F. Levy                  Director                    April 15, 1997
----------------------------------
Paul F. Levy

/s/ Romolo A. Marsella            Director                    April 15, 1997
------------------------------
Romolo A. Marsella

/s/ M. Anne Szostak               Director                    April 15, 1997
-------------------------------
M. Anne Szostak

/s/ Kenneth W. Washburn           Director                    April 15, 1997
-----------------------------
Kenneth W. Washburn

/s/ W. Edward Wood                Director                    April 15, 1997
------------------------------
W. Edward Wood



<PAGE>


                                  EXHIBIT INDEX


                                                                    SEQUENTIALLY
EXHIBIT                                                             NUMBERED
NUMBER          EHIBIT                                              PAGE

4.1             Articles of Incorporation of
                the Registrant, as amended
                (filed as an exhibit to the Registrant's
                Form 10-Q for the quarterly period
                ended March 31, 1996 and by this
                reference incorporated herein)                      N/A

4.2             By-laws of the Registrant, as amended
                (filed as an exhibit to the Registrant's
                Form 10-Q for the quarterly period ended
                March 31, 1996 and by this reference
                incorporated herein)                                N/A

4.3             Non-Employee Director Stock 
                Plan of Registrant                                  10

5               Opinion of Hinckley, Allen &
                Snyder                                              16

23.1            Consent of Arthur Andersen LLP                      18

23.2            Consent of Hinckley, Allen &
                Snyder (contained in their
                opinion filed as Exhibit 5)                         N/A
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19938}]
{"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": "333-25415", "film-number": "97583353"}, "business-address": {"street1": "100 WEYBOSSET ST", "city": "PROVIDENCE", "state": "RI", "zip": "02903", "phone": "4012725010"}, "mail-address": {"street1": "100 WEYBOSSET STREET", "city": "PROVIDENCE", "state": "RI", "zip": "02903"}}
Registration Statement No. 333-_________
         ===============================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           --------------------------

                                    FORM S-8
             Registration Statement Under the Securities Act of 1933
                           --------------------------

                          Providence Energy Corporation
               (Exact name of issuer as specified in its charter)

      Rhode Island                                               05-0389170
(State or other jurisdic-                                    (I.R.S. Employer
 tion of incorporation)                                      Identification No.)

                              100 Weybosset Street
                         Providence, Rhode Island 02903
                                 (401) 272-5040
               (Address, including zip code, and telephone number,
                 including area code, of registrant's principal
                               executive offices)

                     Non-Employee Director Stock Plan
                            (Full title of the Plan)

            Alycia L. Goody, General Counsel and Corporate Secretary
                          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
                                   of process)

                                    Copy to:

                            Margaret D. Farrell, Esq.
                            Hinckley, Allen & Snyder
                                1500 Fleet Center
                         Providence, Rhode Island 02903
                                 (401) 274-2000

If any of the  securities  being  registered on this form are to be offered on a
delay or continuous  basis pursuant to Rule 415 under the Securities Act of 1933
check the following box. [x]

                                                         Exhibit Index on Page 9
=============================================================================
                         CALCULATION OF REGISTRATION FEE
=============================================================================

Title of
Each Class of  Proposed     Proposed
Securities     Amount       Maximum           Maximum           Amount
to be          to be        Offering Price    Aggregate         Registration
Registered     Registered   Per Share(*)      Offering Price    Fee
-----------------------------------------------------------------------------

Common Stock   50,000 shs.  $18.1875          $909,375          $275.57
(par value
$1.00)
-----------------------------------------------------------------------------

     (*) Computed  pursuant to Rule 457(h) solely for the purpose of determining
the  registration  fee,  based on the  average of the high and low prices of the
Registrant's  Common  Stock as reported on the New York Stock  Exchange on April
14, 1997.
PART II

                   INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 3.         Incorporation of Certain Documents by Reference.

        The  following   documents   heretofore   filed  by  Providence   Energy
Corporation  (the  "Registrant")  with the  Securities  and Exchange  Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act")
are incorporated by reference in this Registration Statement:

        (a) The  Registrant's  latest  annual  report  on  Form10-K,  or, if the
financial   statements  therein  are  more  current,   the  Registrant's  latest
prospectus,  other than the  prospectus of which this document is a part,  filed
pursuant  to Rule  424(b)  under the  Securities  Act of 1933,  as amended  (the
"Securities Act").

        (b) All other reports filed by the Registrant  pursuant to Sections13(a)
or 15(d) of the  Exchange  Act since the end of the fiscal  year  covered by the
annual report or the prospectus referred to in (a) above.

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

        All  documents   subsequently  filed  by  the  Registrant   pursuant  to
Sections13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
of the shares of Common Stock offered have been sold or which  de-registers  all
of such shares then  remaining  unsold,  shall be deemed to be  incorporated  by
reference in this  Registration  Statement and to be 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 4. Description of Securities.

        Not applicable.

Item 5. Interests of Named Experts and Counsel.

        Not applicable.
Item 6. Indemnification of Directors and Officers.

        Section 1.1-4.1 of the Rhode Island Business  Corporation Act sets forth
circumstances  under  which  directors,  officers,  employees  and agents may be
insured  or  indemnified  against  liability  which  they  may  incur  in  their
capacities.

        The  Company's   articles  of  incorporation  and  by-laws  provide  for
indemnification  of directors  and officers of the Company for loss and expenses
(including  attorneys'  fees) incurred in connection with any claim made against
the  director  or  officer  by reason of any  breach  of duty,  neglect,  error,
misstatement, misleading statement, omission or any other act wrongfully done or
attempted  by the  director or officer  alleged by any  claimant  and except for
claims (i) for any breach of the  director's or officer's duty of loyalty to the
Company or its  shareholders;  (ii) for acts or  omissions  not in good faith or
which involve  intentional  misconduct or a knowing  violation of law; (iii) for
liability  imposed  upon a director  or officer  pursuant to the  provisions  of
Section  1.1-43 of the  Rhode  Island  Business  Corporation  Act;  (iv) for any
transaction  from which the  director or officer  derived an  improper  personal
benefit;  or (v) for an  accounting or profits in fact made from the purchase or
sale by the  director or officer of the  securities  of the  Company  within the
meaning of Section 16 of the Securities Exchange Act of 1934, as amended.

        In  addition  to the  authority  conferred  upon the Company as provided
above, the articles provide that the Board of Directors may authorize agreements
to be entered into with each  director to provide that the Company shall pay, on
behalf of the director  with whom the same is entered  into,  certain  losses or
expenses  arising  from claims made  against the  director in his  capacity as a
director  of the  Company  by reason  of any  breach  of duty,  neglect,  error,
misstatement,  misleading  statement,  omission or other act wrongfully  done or
attempted.  The articles  further  provide that any agreement so authorized  may
provide  for the  advancement  of  expenses  to a  director  prior to the  final
disposition of any action, suit or proceeding  involving such director and based
on the alleged  commission  by the  director of any such breach of duty or other
act  wrongfully  done or attempted  subject to an undertaking by the director to
repay  the  same  to  the  Company  if  the  act  involves  a  claim  for  which
indemnification is not permitted under the articles and the final disposition of
the action results in an adjudication adverse to the director.

        The  articles  provide that any such  agreement  may not provide for the
indemnification  of a  director,  or for the  reimbursement  of a  director,  in
connection  with any claim (1) for any breach of the director's  duty of loyalty
to the Company or its shareholders,  (2) for acts or omissions not in good faith
or which involve  intentional  misconduct  or knowing  violation of law, (3) for
profits under Section 16(b) of the Securities  Exchange Act of 1934, as amended,
or (4) for improper personal benefit (unless the transaction is permitted by the
Rhode Island Business Corporation Act).

        The Company  has  entered  into  agreements  with each of its  directors
providing for  indemnification and reimbursement to the full extent permitted by
the articles.

        The Company has director and officer  liability  insurance  that insures
directors  and  officers,  and will  provide for payment to the Company of costs
incurred by it in indemnifying its directors and officers.

        Insofar as indemnification  for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers or persons  controlling the
Company pursuant to the foregoing provisions, the Company has been informed 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.

Item 7. Exemption from Registration Claimed.

        Not applicable.

Item 8. Exhibits.

        A list of the exhibits included as part of this  Registration  Statement
is set forth in the Exhibit Index which  immediately  precedes such exhibits and
is hereby incorporated by reference herein.

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;

                (ii)  To reflect in the  prospectus  any facts or events arising
                      after the effective  date of this  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 (or the most recent post-effective
                      amendment thereof);

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

         Provided,  however,  that paragraphs (a)(1)(i) and (a)(1)(ii) shall 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 Exchange
         Act that are incorporated by reference in this Registration Statement.

        (2) That,  for the  purpose  of  determining  any  liability  under  the
         Securities Act, 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,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in this 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) The  undersigned  Registrant  hereby  undertakes  to  deliver or cause to be
delivered with the prospectus,  to each person to whom the prospectus is sent or
given,  the latest annual  report to security  holders that is  incorporated  by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the  Exchange  Act;  and,  where
interim  financial  information  required  to  be  presented  by  Article  3  of
Regulation S-X is not set forth in the  prospectus,  to deliver,  or cause to be
delivered  to each person to whom the  prospectus  is sent or given,  the latest
quarterly  report  that  is  specifically   incorporated  by  reference  in  the
prospectus to provide such interim financial information.

(d) Insofar as indemnification  for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant  pursuant to the  provisions  described in Item 6, 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 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  of whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act and will be governed by the final adjudication of such issue.
SIGNATURES

        Pursuant to the  requirements  of the  Securities  Act,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filling  on Form S-8 and has duly  caused  this  Registration
Statement  to be  signed  on its  behalf  of  the  undersigned,  thereunto  duly
authorized, on the 15th day of April, 1997.

                                           PROVIDENCE ENERGY CORPORATION

                                           By:     /s/ Gary S. Gillheeney
                                              Gary S. Gillheeney, Senior Vice
                                              President, Chief Financial Officer
                                              and Treasurer

        KNOW ALL MEN BY THESE  PRESENTS,  that each of the  undersigned  persons
does  hereby  constitute  and  appoint  Gary S.  Gillheeney,  with full power of
substitution his true and lawful attorney-in-fact and agent for him 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  documents in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorney-in-fact  and agent full power and  authority to do and perform each and
every  act and thing  necessary  to be done in order to  effectuate  the same as
fully,  to all intents and purposes,  as he might or could do in person,  hereby
ratifying and confirming all that said  attorney-in-fact  and agent may lawfully
do or cause to be done by virtue hereof.

        Pursuant to the  requirements of the Securities  Act, this  Registration
Statement has been signed below by the following  persons in the  capacities and
on the dates indicated.

Signature                         Title                       Date

/s/ James H. Dodge                Chairman of the Board,      April 15, 1997
-----------------------------     Chief Executive Officer,
James H. Dodge                    President and Director                  
                                  

/s/ Gary S. Gillheeney            Senior Vice President,      April 15, 1997
------------------------------    Treasurer and Chief
Gary S. Gillheeney                Financial Officer
                                  

/s/ Gilbert R. Bodell, Jr.        Director                    April 15, 1997
------------------------------
Gilbert R. Bodell, Jr.

/s/ John H. Howland               Director                    April 15, 1997
------------------------------
John H. Howland
/s/ Douglas H. Johnson            Director                    April 15, 1997
-----------------------------
Douglas H. Johnson

/s/ William Kreykes               Director                    April 15, 1997
William Kreykes

/s/ Paul F. Levy                  Director                    April 15, 1997
----------------------------------
Paul F. Levy

/s/ Romolo A. Marsella            Director                    April 15, 1997
------------------------------
Romolo A. Marsella

/s/ M. Anne Szostak               Director                    April 15, 1997
-------------------------------
M. Anne Szostak

/s/ Kenneth W. Washburn           Director                    April 15, 1997
-----------------------------
Kenneth W. Washburn

/s/ W. Edward Wood                Director                    April 15, 1997
------------------------------
W. Edward Wood
EXHIBIT INDEX

                                                                    SEQUENTIALLY
EXHIBIT                                                             NUMBERED
NUMBER          EHIBIT                                              PAGE

4.1             Articles of Incorporation of
                the Registrant, as amended
                (filed as an exhibit to the Registrant's
                Form 10-Q for the quarterly period
                ended March 31, 1996 and by this
                reference incorporated herein)                      N/A

4.2             By-laws of the Registrant, as amended
                (filed as an exhibit to the Registrant's
                Form 10-Q for the quarterly period ended
                March 31, 1996 and by this reference
                incorporated herein)                                N/A

4.3             Non-Employee Director Stock 
                Plan of Registrant                                  10

5               Opinion of Hinckley, Allen &
                Snyder                                              16

23.1            Consent of Arthur Andersen LLP                      18

23.2            Consent of Hinckley, Allen &
                Snyder (contained in their
                opinion filed as Exhibit 5)                         N/A