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 Performance Share Plan
                            (Full Title of the Plan)

                              Susann G. Mark, Esq.
                          Providence Energy Corporation
                              100 Weybosset Street
                         Providence, Rhode Island 02903
                                 (401) 272-9191
            (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                      Proposed        Proposed Maximum Amount of
Class of           Amount to be    Maximum         Aggregate        Registration
Securities to Be   Registered(1)   Offering Price  Offering         Fee
Registered                         Per Share (2)   Price (2)
_______________________________________________________________________________
Common Stock, par
value $1.00 per
share..........      150,000          $29.25       $4,387,500.00     $1,219.73
_______________________________________________________________________________

(1)  Based on 150,000 shares reserved for issuance  under the Providence  Energy
Corporation Performance Share Plan (the "Plan").

(2)  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>

                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

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

        (a)     Providence  Energy  Corporation'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  Providence  Energy   Corporation
                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 Providence  Energy
                Corporation'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  or  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)

       4.2               Providence Energy Performance Share Plan (incorporated
                         by reference to Exhibit 10.13 to Registrant's Annual
                         Report on Form 10-K for the year ended September 30,
                         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



<PAGE>


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  Performance
Share  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
James H. Dodge                          Officer (Principal Executive Officer)

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

        *                               Director
Gilbert R. Bodell, Jr.

        *                               Director
John H. Howland

        *                               Director
Douglas H. Johnson

        *                               Director
William Kreykes



<PAGE>

        *                               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)

4.2          Providence Energy Performance Share Plan (incorporated by reference
             to Exhibit 10.13 to the Registrant's Annual Report on Form 10-K for
             the year ended September 30, 1998)

5            Opinion of Hinckley, Allen & Snyder LLP

23.1         Consent of Arthur Anderson 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": "FORMS S-8 - COVERING PERFORMANCE SHARE PLAN", "secsgml_size_bytes": 14315}]
{"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", "file-number": "333-84383", "film-number": "99677044"}, "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 Performance Share Plan
                            (Full Title of the Plan)

                              Susann G. Mark, Esq.
                          Providence Energy Corporation
                              100 Weybosset Street
                         Providence, Rhode Island 02903
                                 (401) 272-9191
            (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                      Proposed        Proposed Maximum Amount of
Class of           Amount to be    Maximum         Aggregate        Registration
Securities to Be   Registered(1)   Offering Price  Offering         Fee
Registered                         Per Share (2)   Price (2)
_______________________________________________________________________________
Common Stock, par
value $1.00 per
share..........      150,000          $29.25       $4,387,500.00     $1,219.73
_______________________________________________________________________________

(1)  Based on 150,000 shares reserved for issuance  under the Providence  Energy
Corporation Performance Share Plan (the "Plan").

(2)  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.
Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

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

        (a)     Providence  Energy  Corporation'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  Providence  Energy   Corporation
                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 Providence  Energy
                Corporation'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  or  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)

       4.2               Providence Energy Performance Share Plan (incorporated
                         by reference to Exhibit 10.13 to Registrant's Annual
                         Report on Form 10-K for the year ended September 30,
                         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  Performance
Share  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
James H. Dodge                          Officer (Principal Executive Officer)

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

4.2          Providence Energy Performance Share Plan (incorporated by reference
             to Exhibit 10.13 to the Registrant's Annual Report on Form 10-K for
             the year ended September 30, 1998)

5            Opinion of Hinckley, Allen & Snyder LLP

23.1         Consent of Arthur Anderson LLP, Independent Accountants

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

24           Powers of Attorney