content: <PAGE>   1
  
                                    FORM S-8/S-3
  
  
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
  
                           The Providence Journal Company
                ---------------------------------------------------- 
               (Exact name of registrant as specified in its charter)
  
  
                          Delaware                     05-0481966
               ------------------------------       -----------------
  
              (State or other jurisdiction of       I.R.S. Employer
               incorporation or organization)       Identification No.
  
  
                 75 Fountain Street, Providence, RI           02902
               --------------------------------------        --------
              (Address of Principal Executive Offices)      (Zip Code)
  
  
  
                           The Providence Journal Company
                           ------------------------------
  
                             Restricted Stock Unit Plan
                             --------------------------
  
                              (Full title of the plan)
  
  
                                John L. Hammond, Esq.
                               Vice President - Legal
                           The Providence Journal Company
                                 75 Fountain Street,
                                Providence, RI 02902
                        -------------------------------------
                       (Name and address of agent for service)
  
  
                                   (401) 277-7031
             -----------------------------------------------------------
            (Telephone number, including area code, of agent for service)
  
                                   with a copy to:
  
                              Laura N. Wilkinson, Esq.
                                  Edwards & Angell
                              2700 Hospital Trust Tower
                                Providence, RI 02903
  
  
  <PAGE>   2
  
  <TABLE>
  
                           CALCULATION OF REGISTRATION FEE
  <CAPTION>
  - --------------------------------------------------------------------------------
                                         Proposed     Proposed
  Title of                               maximum      maximum
  securities                             offering     aggregate      Amount of
  to be               Amount to          price per    offering       registration
  registered          to be registered   share        price*         fee
  - --------------------------------------------------------------------------------
  <S>                 <C>                <C>          <C>            <C>    
  RESTRICTED STOCK
  UNIT PLAN
  Class A Common      1,250              $3,021       $3,776,250     $1,303
  Stock, $1.00        shares
  par value
  - --------------------------------------------------------------------------------
  <FN>
     *Computed pursuant to Rule 457(h)(i), based upon the book value of the
      Class A Common Stock as of March 1, 1996, which was $3,021 per share.
  </TABLE>
  
  <PAGE>   3
  
  
                                     PROSPECTUS
                                     ----------
  
                                    1,250 Shares
  
                           THE PROVIDENCE JOURNAL COMPANY
  
                                Class A Common stock
  
                                   $1.00 Par Value
  
  
                                    THE OFFERING
  
  
       This Prospectus relates to 1,250 shares of Class A Common Stock, $1.00 par
  value (the "Class A Common Stock"), of The Providence Journal Company (the
  "Corporation") that have been or may be awarded to certain executive officers of
  the Corporation through conversion of restricted stock units issued by the
  Corporation and its predecessor as part of the Corporation's Restricted Stock
  Unit Plan (the "RSU Plan"). The officers to whom such shares of the Class A
  Common Stock may be awarded are referred to herein as the "Selling
  Stockholders". Specific information as to the Selling Stockholders may be found
  on pages 3-4 of this Prospectus. The Corporation has been informed that said
  1,250 shares of Class A Common Stock may be offered from time to time publicly
  by the Selling Stockholders through one or more transactions on a national
  securities exchange, in the over-the-counter market or through one or more
  brokers. The shares will be offered at prices prevailing at the time of sale.
  
       The Selling Stockholders and anyone effecting sales on behalf of the
  Selling Stockholders may be deemed to be "underwriters" within the meaning of
  the Securities Act of 1933, as amended, and commissions or discounts given may
  be regarded as underwriting commissions or discounts under said Act.
  
       The Corporation will not receive any of the proceeds from sales by the
  Selling Stockholders.
  
                                     ----------
  
        THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
        AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
        SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION
        PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
        REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
  
                                     ----------
  
                    The date of this Prospectus is April 2, 1996
  
  
  <PAGE>   4
  
                                AVAILABLE INFORMATION
  
       The Corporation is subject to the information requirements of the
  Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
  accordance therewith, files reports and other information with the Securities
  and Exchange Commission (the "Commission"). Proxy statements, reports and other
  information concerning the Corporation can be inspected and copied at the
  Commission's office at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
  Washington, D.C. 20549 and the Commission's Regional Offices in New York (Suite
  1300, Seven World Trade Center, New York, New York 10048) and Chicago
  (Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
  Illinois 60661), and copies of such material can be obtained from the Public
  Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
  20549, at prescribed rates. This Prospectus does not contain all information set
  forth in the Registration Statement and exhibits thereto which the Corporation
  has filed with the Commission under the Securities Act of 1933, as amended (the
  "Securities Act"), which filing may be obtained from the Public Reference
  Section of the Commission at its principal office at 450 Fifth Street, N.W.,
  Washington, D.C. 20549, upon payment of the prescribed fees, and to which
  reference is hereby made.
  
                   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
  
       The following documents filed with the Commission by the Corporation are
  incorporated in this Prospectus by reference:
  
             1.  The Corporation's Annual Report on Form 10-K for the fiscal
  year ended December 31, 1995.
  
             2. The description of the Class A Common Stock contained in the
  Corporation's Registration Statement on Form 8-A dated September 29, 1995 and
  any amendment or report filed for the purpose of updating such description.
  
       Such incorporation by reference shall not be deemed to specifically
  incorporate by reference the information referred to in Item 402(a)(8) of
  Regulation S-K.
  
       All documents filed with the Commission by the Corporation pursuant to
  Sections 13, 14 or 15(d) of the Exchange Act subsequent to the date of this
  Prospectus and prior to the termination of this offering of the Class A Common
  Stock offered hereby are incorporated herein by reference and such documents
  shall be deemed to be a part hereof from the date of filing of such documents.
  Any statement contained in this Prospectus or in a document incorporated or
  deemed to be modified or superseded for purposes of this Prospectus 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 statement so modified or superseded
  shall not be deemed, except as so modified or superseded, to constitute a part
  of this Prospectus.
  
       ANY PERSON RECEIVING A COPY OF THIS PROSPECTUS MAY OBTAIN, WITHOUT CHARGE,
  UPON WRITTEN OR ORAL REQUEST, A COPY OF ANY OF THE DOCUMENTS INCORPORATED BY
  REFERENCE HEREIN (OTHER THAN THE EXHIBITS TO SUCH DOCUMENTS). WRITTEN REQUESTS
  SHOULD BE MAILED TO THE LEGAL DEPARTMENT, THE PROVIDENCE JOURNAL COMPANY, 75
  FOUNTAIN STREET, PROVIDENCE, RHODE ISLAND 02902, ATTENTION: JOHN L. HAMMOND,
  VICE PRESIDENT-LEGAL. TELEPHONE REQUESTS MAY BE DIRECTED TO (401) 277-7031.
  
  
  <PAGE>   5
  
                           THE PROVIDENCE JOURNAL COMPANY
  
       The executive office of the Corporation is located at 75 Fountain Street,
  Providence, Rhode Island 02902. The Corporation's telephone number is (401)
  277-7000.
  
  
                                SELLING STOCKHOLDERS
  <TABLE>
  
       Set forth below is information as to the Selling Stockholders, the number
  of shares of Class A Common Stock of the Corporation beneficially owned, the
  number of shares which may be offered as set forth on the cover of this
  Prospectus (assuming all units are awarded and vested) and the number of shares
  to be owned after completion of the offering assuming all shares are sold.
  
  <CAPTION>
  
                                                     Number of        Number of
  Name and                    Number of Shares       Shares Which     Shares to Be
  Position with               of Class A Common      May Be           Owned After
  the Corporation             Stock Owned (1)        Offered (2)      Offering (3)
  - ---------------             ---------------        -----------      ------------
  
  <S>                               <C>                 <C>              <C>    
  
  Stephen Hamblett (4)              741                 327              414
  Chairman of the
  Board, Chief
  Executive Officer,
  Publisher and
  Director
  
  Trygve E. Myhren (5)              463                 245              218
  Director and Former
  President and Chief
  Operating Officer
                                                                        
  Thomas N. Matlack                  35                  33                2
  Vice President-
  Finance
  
  John A. Bowers                    114                  88               26
  Vice President-
  Human Resources
  
  Jack C. Clifford                  217                 131               86
  Vice President-
  Broadcasting and
  Cable Television
  
  John L. Hammond                    67                  64                3
  Vice President-
  Legal
  
  
  </TABLE>
  
  <PAGE>   6
  <TABLE>
  <CAPTION>
  
                                                     Number of        Number of
  Name and                    Number of Shares       Shares Which     Shares to Be
  Position with               of Class A Common      May Be           Owned After
  the Corporation             Stock Owned (1)        Offered (2)      Offering (3)
  - ---------------             ---------------        -----------      ------------
  <S>                               <C>                   <C>              <C>   
  
  Howard G. Sutton                  46                    40               6
  Vice President-
  General Manager
  
  Joel N. Stark                     37                    31               6
  Vice President-
  Publishing Develop-
  ment and Marketing
  
  Harry Dyson                       39                    33               6
  Treasurer and Secreta
  
  <FN>
  - ----------
  
  (1)     Includes the maximum number of shares that may be received assuming all
          units are vested under the RSU Plan and shares that the Selling
          Stockholders have the right to acquire beneficial ownership of within 60
          days through the exercise of stock options granted under stock option
          plans of the Corporation.
  
  (2)     Includes the maximum number of shares that may be received assuming all
          units are vested under the RSU Plan.
  
  (3)     Except as noted in the applicable footnote below, none of the Selling
          Stockholders shall own 1% or more of the Corporation's outstanding
          shares of Class A Common Stock after completion of the offering.
          Includes only shares not acquired pursuant to the RSU Plan.
  
  (4)     Mr. Hamblett also owns 148 shares of the Corporation's Class B Common
          Stock (the "Class B Common Stock").
  
  (5)     Mr. Myhren resigned his position as President and Chief Operating
          Officer of the Corporation, effective March 31, 1996, but will remain as
          a Director of the Corporation following such date.
  </TABLE>
  
  
  Under General Instruction C to Form S-8 and Rule 144 promulgated by the
  Commission under the Securities Act, the Selling Stockholders are deemed to be
  affiliates of the Corporation. As a result, the volume limitations of such
  instruction and of Rule 144 limit the number of shares which each of the above
  persons, and any other persons with whom a Selling Stockholder is acting in
  concert for the purpose of selling the Class A Common Stock, may sell in any
  three-month period to 385 shares of Class A Common Stock.
  
  
                                    LEGAL MATTERS
  
       The validity of shares of Class A Common Stock offered hereby will be
  passed upon for the Corporation by Edwards & Angell, Providence, Rhode Island.
  Partners and Of Counsel attorneys of Edwards & Angell own 94 shares of the
  Registrant. Benjamin P. Harris, III, a Director of the Corporation, is a senior
  partner of Edwards & Angell.
  
  
  <PAGE>   7
  
                                       EXPERTS
  
       The consolidated financial statements and schedule of The Providence
  Journal Company and Subsidiaries as of December 31, 1994 and 1995 and for each
  of the years in the three-year period ended December 31, 1995 have been
  incorporated by reference herein in reliance upon the reports of KPMG Peat
  Marwick LLP and Deloitte & Touche LLP, independent auditors, incorporated by 
  reference herein and given upon the authority of said firms as experts in 
  accounting and auditing.
  
       The consolidated financial statements and supplemental schedule of King
  Holding Corp. and subsidiaries as of December 31, 1994 and for each of the two
  years in the period ended December 31, 1994 incorporated in this prospectus by
  reference from the Corporation's Annual Report on Form 10-K, have been audited
  by Deloitte & Touche LLP, independent auditors, as stated in their report, which
  is incorporated herein by reference, and have been so incorporated in reliance
  upon the report of such firm given upon their authority as experts in accounting
  and auditing.
  
  
  <PAGE>   8
  
                                     PART II
  
  
                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  Item 3.  Incorporation of Documents by Reference.
  
       The following documents filed with the Commission by the Registrant are
  incorporated in this Registration Statement by reference:
  
       1.  The Registrant's Annual Report on Form 10-K for the fiscal year
  ended December 31, 1995.
  
       2. The description of the Class A Common Stock contained in Registrant's
  Registration Statement on Form 8-A dated September 29, 1995 and any amendment or
  report filed for the purpose of updating such description.
  
       Such incorporation by reference shall not be deemed to specifically
  incorporate by reference the information referred to in Item 402(a)(8) of
  Regulation S-K.
  
       All documents filed with the Commission by the Registrant pursuant to
  Sections 13, 14 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
  Act") subsequent to the date of this Registration Statement and prior to the
  filing of a post-effective amendment which indicates that all securities offered
  hereby have been sold or which deregisters all securities then remaining unsold
  are incorporated herein by reference and such documents shall be deemed to be a
  part hereof from the date of filing of such documents. Any statement contained
  in this Registration Statement or 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 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
  
  
  <PAGE>   9
  
  Item 5.  Interests of Named Experts and Counsel.
  
       The validity of the Class A Common Stock offered hereby has been passed
  upon for the Registrant by Edwards & Angell, One Hospital Trust Plaza,
  Providence, Rhode Island 02903. Partners and Of Counsel attorneys of Edwards &
  Angell own 94 shares of the Registrant. Benjamin P. Harris, III, a Director of
  the Registrant, is a senior partner of Edwards & Angell.
  
  Item 6.  Indemnification of Directors and Officers
  
       Section 145 of the Delaware General Corporation Law ("DGCL") provides, in
  effect, that any person made a party to any action by reason of the fact that he
  is or was a Director, officer, employee or agent of Registrant may and, in
  certain cases, must be indemnified by Registrant against, in the case of a
  non-derivative action, judgments, fines, amounts paid in settlement and
  reasonable expenses (including attorney's fees) incurred by him as a result of
  such action, and in the case of a derivative action, against expenses (including
  attorney's fees), if in either type of action he acted in good faith and in a
  manner he reasonably believed to be in or not opposed to the best interests of
  Registrant. This indemnification does not apply, in a derivative action, to
  matters as to which it is adjudged that the Director, officer, employee or agent
  is liable to Registrant, unless upon court order it is determined that, despite
  such adjudication of liability, but in view of all the circumstances of the
  case, he is fairly and reasonably entitled to indemnity for expenses, and, in a
  non-derivative action, to any criminal proceeding in which such person had
  reasonable cause to believe his conduct was unlawful.
  
       Article VIII of the Registrant's By-Laws in effect provides that Registrant
  shall indemnify each person who is or was an officer or Director of Registrant
  to the fullest extent permitted by Section 145 of the DGCL.
  
       Section 10 of the Registrant's Certificate of Incorporation provides that
  no Director of Registrant shall be personally liable to Registrant or its
  stockholders for monetary damages for breach of fiduciary duty as a Director,
  except (i) for any breach of the duty of loyalty to Registrant or its
  stockholders, (ii) for acts or omissions not in good faith or which involved
  intentional misconduct or knowing violations of law, (iii) for any transaction
  from which the Director derived an improper personal benefit and (iv) for
  liability under Section 174 of the DGCL relating to certain unlawful dividends
  and stock repurchases.
  
  Item 7.  Exemption From Registration Claimed
  
       Not applicable
  
  <PAGE>   10
  
  Item 8.  Exhibits.
  
       4(a)-  Restated Articles of Incorporation, as amended of the Registrant
              (incorporated by reference to Exhibit 1 of the Registrant's Form 8-A
              dated September 29, 1995)
  
       4(b)-  By-laws of the Registrant (incorporated by reference to Exhibit
              3(b) of Registrant's Annual Report on Form 10-K for the fiscal year
              ended December 31, 1995).
  
       5-     Opinion of Edwards & Angell re: Legality
  
       23(a)- Consent of KPMG Peat Marwick LLP
  
       23(b)- Independent Auditors' Consent - Deloitte & Touche LLP
  
       23(c)- Consent of Edwards & Angell (included in Exhibit 5)
  
       24-    Powers of Attorney (included on signature pages to this
              Registration Statement)
  
  Item 9.  Undertakings.
  
       The undersigned Registrant hereby undertakes:
  
       1)    To file, during any period in which offers or sales are being made, a
             post-effective amendment to this Registration Statement 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 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.
  
        The undersigned Registrant hereby further undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Securities Exchange Act of 1934 that is incorporated by reference in the
  Registration Statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
        Insofar as indemnification for liabilities arising under the Securities
  Act of 1933 may be permitted to directors, officers and controlling persons of
  the Registrant pursuant to the foregoing provisions, or otherwise, the
  Registrant has been advised that in the opinion of the Securities and Exchange
  Commission such indemnification is against public policy as expressed in the Act
  and is, therefore, unenforceable. In the event that a claim for indemnification
  against such liabilities (other than the payment by the Registrant of expenses
  incurred or paid by a director, officer or controlling person of the Registrant
  in the successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, the Registrant will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the Act and will be governed by the final adjudication of
  such issue.
  
  
  <PAGE>   11
  
                              SIGNATURES AND AMENDMENTS
  
       Each person whose signature appears below hereby constitutes and appoints
  Stephen Hamblett, the Chairman of the Board and Chief Executive Officer and John
  L. Hammond, the Vice President-Legal of the Registrant, or any one of them,
  acting alone, as his true and lawful attorney-in-fact, with full power and
  authority to execute in the name, place and stead of each such person in any and
  all capacities and to file, an amendment or amendments to the Registration
  Statement (and all exhibits thereto) and any documents relating thereto, which
  amendments may make such changes in the Registration Statement as said officer
  or officers so acting deem(s) advisable.
  
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Act of 1933, the Registrant
  certifies that it has reasonable grounds to believe that it meets all
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized in the City of Providence, State of Rhode Island, on April 2, 1996.
  
                                           THE PROVIDENCE JOURNAL COMPANY
  
  
                                           By: /s/ Stephen Hamblett
                                               ------------------------------
                                                   Stephen Hamblett
                                                   Chairman of the Board
                                                   and Chief Executive Officer
  
  
  <TABLE>
       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 April 2, 1996.
  
  
  <CAPTION>
       Signatures                  Title
       ----------                  -----
  <S>                              <C>
  /s/ Stephen Hamblett
  - ---------------------            Director; Chairman of
      Stephen Hamblett             the Board and Chief
                                   Executive Officer
                                   (principal executive
                                   officer)
  
                
  - ---------------------            Director
      Trygve E. Myhren             
  </TABLE>
  
                         (Signatures continued on next page)
  
  
  <PAGE>   12
  <TABLE>
  <S>                                                    <C>
  
  /s/ Thomas N. Matlack
  - ----------------------------                           Vice President-Finance
      Thomas N. Matlack                                  (principal financial and
                                                         accounting officer)
  
  /s/ F. Remington Ballou
  - ----------------------------                           Director
      F. Remington Ballou
  
  
  /s/ Henry P. Becton, Jr.
  - ----------------------------                           Director
      Henry P. Becton, Jr.
  
  
  /s/ Fanchon M. Burnham                                                       
  - ----------------------------                           Director
      Fanchon M. Burnham
  
  
  /s/ Kay K. Clarke
  - ----------------------------                           Director
      Kay K. Clarke                                            
  
  
  - ----------------------------                           Director
      Peter B. Freeman
  
  
  /s/ Benjamin P. Harris, III
  - ---------------------------                            Director
      Benjamin P. Harris, III
  
  
  /s/ Paul A. Maeder
  - ----------------------------                           Director
      Paul A. Maeder
  
  
  - ----------------------------                           Director
      John W. Rosenblum
  
  
  /s/ Henry D. Sharpe, Jr.
  - ----------------------------                           Director
      Henry D. Sharpe, Jr.
  
  
  /s/ W. Nicholas Thorndike
  - ----------------------------                           Director
      W. Nicholas Thorndike
  
  /s/ John W. Wall
  - ----------------------------                           Director
      John W. Wall
  
  
  - ----------------------------                           Director
      Patrick R. Wilmerding
  </TABLE>
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text: 1
  
                                    FORM S-8/S-3
  
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                           The Providence Journal Company
                ---------------------------------------------------- 
               (Exact name of registrant as specified in its charter)
  
                          Delaware                     05-0481966
               ------------------------------       -----------------
  
              (State or other jurisdiction of       I.R.S. Employer
               incorporation or organization)       Identification No.
  
                 75 Fountain Street, Providence, RI           02902
               --------------------------------------        --------
              (Address of Principal Executive Offices)      (Zip Code)
  
                           The Providence Journal Company
                           ------------------------------
  
                             Restricted Stock Unit Plan
                             --------------------------
  
                              (Full title of the plan)
  
                                John L. Hammond, Esq.
                               Vice President - Legal
                           The Providence Journal Company
                                 75 Fountain Street,
                                Providence, RI 02902
                        -------------------------------------
                       (Name and address of agent for service)
  
                                   (401) 277-7031
             -----------------------------------------------------------
            (Telephone number, including area code, of agent for service)
  
                                   with a copy to:
  
                              Laura N. Wilkinson, Esq.
                                  Edwards & Angell
                              2700 Hospital Trust Tower
                                Providence, RI 02903
  2
  
                           CALCULATION OF REGISTRATION FEE
  - --------------------------------------------------------------------------------
                                         Proposed     Proposed
  Title of                               maximum      maximum
  securities                             offering     aggregate      Amount of
  to be               Amount to          price per    offering       registration
  registered          to be registered   share        price*         fee
  - --------------------------------------------------------------------------------
  RESTRICTED STOCK
  UNIT PLAN
  Class A Common      1,250              $3,021       $3,776,250     $1,303
  Stock, $1.00        shares
  par value
  - --------------------------------------------------------------------------------
  *Computed pursuant to Rule 457(h)(i), based upon the book value of the
      Class A Common Stock as of March 1, 1996, which was $3,021 per share.
  3
  
                                     PROSPECTUS
                                     ----------
  
                                    1,250 Shares
  
                           THE PROVIDENCE JOURNAL COMPANY
  
                                Class A Common stock
  
                                   $1.00 Par Value
  
                                    THE OFFERING
  
       This Prospectus relates to 1,250 shares of Class A Common Stock, $1.00 par
  value (the "Class A Common Stock"), of The Providence Journal Company (the
  "Corporation") that have been or may be awarded to certain executive officers of
  the Corporation through conversion of restricted stock units issued by the
  Corporation and its predecessor as part of the Corporation's Restricted Stock
  Unit Plan (the "RSU Plan"). The officers to whom such shares of the Class A
  Common Stock may be awarded are referred to herein as the "Selling
  Stockholders". Specific information as to the Selling Stockholders may be found
  on pages 3-4 of this Prospectus. The Corporation has been informed that said
  1,250 shares of Class A Common Stock may be offered from time to time publicly
  by the Selling Stockholders through one or more transactions on a national
  securities exchange, in the over-the-counter market or through one or more
  brokers. The shares will be offered at prices prevailing at the time of sale.
  
       The Selling Stockholders and anyone effecting sales on behalf of the
  Selling Stockholders may be deemed to be "underwriters" within the meaning of
  the Securities Act of 1933, as amended, and commissions or discounts given may
  be regarded as underwriting commissions or discounts under said Act.
  
       The Corporation will not receive any of the proceeds from sales by the
  Selling Stockholders.
  
                                     ----------
  
        THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
        AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
        SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION
        PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
        REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
  
                                     ----------
  
                    The date of this Prospectus is April 2, 1996
  4
  
                                AVAILABLE INFORMATION
  
       The Corporation is subject to the information requirements of the
  Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
  accordance therewith, files reports and other information with the Securities
  and Exchange Commission (the "Commission"). Proxy statements, reports and other
  information concerning the Corporation can be inspected and copied at the
  Commission's office at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
  Washington, D.C. 20549 and the Commission's Regional Offices in New York (Suite
  1300, Seven World Trade Center, New York, New York 10048) and Chicago
  (Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
  Illinois 60661), and copies of such material can be obtained from the Public
  Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
  20549, at prescribed rates. This Prospectus does not contain all information set
  forth in the Registration Statement and exhibits thereto which the Corporation
  has filed with the Commission under the Securities Act of 1933, as amended (the
  "Securities Act"), which filing may be obtained from the Public Reference
  Section of the Commission at its principal office at 450 Fifth Street, N.W.,
  Washington, D.C. 20549, upon payment of the prescribed fees, and to which
  reference is hereby made.
  
                   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
  
       The following documents filed with the Commission by the Corporation are
  incorporated in this Prospectus by reference:
  
             1.  The Corporation's Annual Report on Form 10-K for the fiscal
  year ended December 31, 1995.
  
             2. The description of the Class A Common Stock contained in the
  Corporation's Registration Statement on Form 8-A dated September 29, 1995 and
  any amendment or report filed for the purpose of updating such description.
  
       Such incorporation by reference shall not be deemed to specifically
  incorporate by reference the information referred to in Item 402(a)(8) of
  Regulation S-K.
  
       All documents filed with the Commission by the Corporation pursuant to
  Sections 13, 14 or 15(d) of the Exchange Act subsequent to the date of this
  Prospectus and prior to the termination of this offering of the Class A Common
  Stock offered hereby are incorporated herein by reference and such documents
  shall be deemed to be a part hereof from the date of filing of such documents.
  Any statement contained in this Prospectus or in a document incorporated or
  deemed to be modified or superseded for purposes of this Prospectus 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 statement so modified or superseded
  shall not be deemed, except as so modified or superseded, to constitute a part
  of this Prospectus.
  
       ANY PERSON RECEIVING A COPY OF THIS PROSPECTUS MAY OBTAIN, WITHOUT CHARGE,
  UPON WRITTEN OR ORAL REQUEST, A COPY OF ANY OF THE DOCUMENTS INCORPORATED BY
  REFERENCE HEREIN (OTHER THAN THE EXHIBITS TO SUCH DOCUMENTS). WRITTEN REQUESTS
  SHOULD BE MAILED TO THE LEGAL DEPARTMENT, THE PROVIDENCE JOURNAL COMPANY, 75
  FOUNTAIN STREET, PROVIDENCE, RHODE ISLAND 02902, ATTENTION: JOHN L. HAMMOND,
  VICE PRESIDENT-LEGAL. TELEPHONE REQUESTS MAY BE DIRECTED TO (401) 277-7031.
  5
  
                           THE PROVIDENCE JOURNAL COMPANY
  
       The executive office of the Corporation is located at 75 Fountain Street,
  Providence, Rhode Island 02902. The Corporation's telephone number is (401)
  277-7000.
  
                                SELLING STOCKHOLDERS
  
       Set forth below is information as to the Selling Stockholders, the number
  of shares of Class A Common Stock of the Corporation beneficially owned, the
  number of shares which may be offered as set forth on the cover of this
  Prospectus (assuming all units are awarded and vested) and the number of shares
  to be owned after completion of the offering assuming all shares are sold.
  Number of        Number of
  Name and                    Number of Shares       Shares Which     Shares to Be
  Position with               of Class A Common      May Be           Owned After
  the Corporation             Stock Owned (1)        Offered (2)      Offering (3)
  - ---------------             ---------------        -----------      ------------
  Stephen Hamblett (4)              741                 327              414
  Chairman of the
  Board, Chief
  Executive Officer,
  Publisher and
  Director
  
  Trygve E. Myhren (5)              463                 245              218
  Director and Former
  President and Chief
  Operating Officer
                                                                        
  Thomas N. Matlack                  35                  33                2
  Vice President-
  Finance
  
  John A. Bowers                    114                  88               26
  Vice President-
  Human Resources
  
  Jack C. Clifford                  217                 131               86
  Vice President-
  Broadcasting and
  Cable Television
  
  John L. Hammond                    67                  64                3
  Vice President-
  Legal
  6
  Number of        Number of
  Name and                    Number of Shares       Shares Which     Shares to Be
  Position with               of Class A Common      May Be           Owned After
  the Corporation             Stock Owned (1)        Offered (2)      Offering (3)
  - ---------------             ---------------        -----------      ------------
  Howard G. Sutton                  46                    40               6
  Vice President-
  General Manager
  
  Joel N. Stark                     37                    31               6
  Vice President-
  Publishing Develop-
  ment and Marketing
  
  Harry Dyson                       39                    33               6
  Treasurer and Secreta
  - ----------
  
  (1)     Includes the maximum number of shares that may be received assuming all
          units are vested under the RSU Plan and shares that the Selling
          Stockholders have the right to acquire beneficial ownership of within 60
          days through the exercise of stock options granted under stock option
          plans of the Corporation.
  
  (2)     Includes the maximum number of shares that may be received assuming all
          units are vested under the RSU Plan.
  
  (3)     Except as noted in the applicable footnote below, none of the Selling
          Stockholders shall own 1% or more of the Corporation's outstanding
          shares of Class A Common Stock after completion of the offering.
          Includes only shares not acquired pursuant to the RSU Plan.
  
  (4)     Mr. Hamblett also owns 148 shares of the Corporation's Class B Common
          Stock (the "Class B Common Stock").
  
  (5)     Mr. Myhren resigned his position as President and Chief Operating
          Officer of the Corporation, effective March 31, 1996, but will remain as
          a Director of the Corporation following such date.
  Under General Instruction C to Form S-8 and Rule 144 promulgated by the
  Commission under the Securities Act, the Selling Stockholders are deemed to be
  affiliates of the Corporation. As a result, the volume limitations of such
  instruction and of Rule 144 limit the number of shares which each of the above
  persons, and any other persons with whom a Selling Stockholder is acting in
  concert for the purpose of selling the Class A Common Stock, may sell in any
  three-month period to 385 shares of Class A Common Stock.
  
                                    LEGAL MATTERS
  
       The validity of shares of Class A Common Stock offered hereby will be
  passed upon for the Corporation by Edwards & Angell, Providence, Rhode Island.
  Partners and Of Counsel attorneys of Edwards & Angell own 94 shares of the
  Registrant. Benjamin P. Harris, III, a Director of the Corporation, is a senior
  partner of Edwards & Angell.
  7
  
                                       EXPERTS
  
       The consolidated financial statements and schedule of The Providence
  Journal Company and Subsidiaries as of December 31, 1994 and 1995 and for each
  of the years in the three-year period ended December 31, 1995 have been
  incorporated by reference herein in reliance upon the reports of KPMG Peat
  Marwick LLP and Deloitte & Touche LLP, independent auditors, incorporated by 
  reference herein and given upon the authority of said firms as experts in 
  accounting and auditing.
  
       The consolidated financial statements and supplemental schedule of King
  Holding Corp. and subsidiaries as of December 31, 1994 and for each of the two
  years in the period ended December 31, 1994 incorporated in this prospectus by
  reference from the Corporation's Annual Report on Form 10-K, have been audited
  by Deloitte & Touche LLP, independent auditors, as stated in their report, which
  is incorporated herein by reference, and have been so incorporated in reliance
  upon the report of such firm given upon their authority as experts in accounting
  and auditing.
  8
  
                                     PART II
  
                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  Incorporation of Documents by Reference.
  
       The following documents filed with the Commission by the Registrant are
  incorporated in this Registration Statement by reference:
  
       1.  The Registrant's Annual Report on Form 10-K for the fiscal year
  ended December 31, 1995.
  
       2. The description of the Class A Common Stock contained in Registrant's
  Registration Statement on Form 8-A dated September 29, 1995 and any amendment or
  report filed for the purpose of updating such description.
  
       Such incorporation by reference shall not be deemed to specifically
  incorporate by reference the information referred to in Item 402(a)(8) of
  Regulation S-K.
  
       All documents filed with the Commission by the Registrant pursuant to
  Sections 13, 14 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
  Act") subsequent to the date of this Registration Statement and prior to the
  filing of a post-effective amendment which indicates that all securities offered
  hereby have been sold or which deregisters all securities then remaining unsold
  are incorporated herein by reference and such documents shall be deemed to be a
  part hereof from the date of filing of such documents. Any statement contained
  in this Registration Statement or 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 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
  9
  
  Item 5.  Interests of Named Experts and Counsel.
  
       The validity of the Class A Common Stock offered hereby has been passed
  upon for the Registrant by Edwards & Angell, One Hospital Trust Plaza,
  Providence, Rhode Island 02903. Partners and Of Counsel attorneys of Edwards &
  Angell own 94 shares of the Registrant. Benjamin P. Harris, III, a Director of
  the Registrant, is a senior partner of Edwards & Angell.
  
  Item 6.  Indemnification of Directors and Officers
  
       Section 145 of the Delaware General Corporation Law ("DGCL") provides, in
  effect, that any person made a party to any action by reason of the fact that he
  is or was a Director, officer, employee or agent of Registrant may and, in
  certain cases, must be indemnified by Registrant against, in the case of a
  non-derivative action, judgments, fines, amounts paid in settlement and
  reasonable expenses (including attorney's fees) incurred by him as a result of
  such action, and in the case of a derivative action, against expenses (including
  attorney's fees), if in either type of action he acted in good faith and in a
  manner he reasonably believed to be in or not opposed to the best interests of
  Registrant. This indemnification does not apply, in a derivative action, to
  matters as to which it is adjudged that the Director, officer, employee or agent
  is liable to Registrant, unless upon court order it is determined that, despite
  such adjudication of liability, but in view of all the circumstances of the
  case, he is fairly and reasonably entitled to indemnity for expenses, and, in a
  non-derivative action, to any criminal proceeding in which such person had
  reasonable cause to believe his conduct was unlawful.
  
       Article VIII of the Registrant's By-Laws in effect provides that Registrant
  shall indemnify each person who is or was an officer or Director of Registrant
  to the fullest extent permitted by Section 145 of the DGCL.
  
       Section 10 of the Registrant's Certificate of Incorporation provides that
  no Director of Registrant shall be personally liable to Registrant or its
  stockholders for monetary damages for breach of fiduciary duty as a Director,
  except (i) for any breach of the duty of loyalty to Registrant or its
  stockholders, (ii) for acts or omissions not in good faith or which involved
  intentional misconduct or knowing violations of law, (iii) for any transaction
  from which the Director derived an improper personal benefit and (iv) for
  liability under Section 174 of the DGCL relating to certain unlawful dividends
  and stock repurchases.
  
  Item 7.  Exemption From Registration Claimed
  
       Not applicable
  10
  
  Item 8.  Exhibits.
  
       4(a)-  Restated Articles of Incorporation, as amended of the Registrant
              (incorporated by reference to Exhibit 1 of the Registrant's Form 8-A
              dated September 29, 1995)
  
       4(b)-  By-laws of the Registrant (incorporated by reference to Exhibit
              3(b) of Registrant's Annual Report on Form 10-K for the fiscal year
              ended December 31, 1995).
  
       5-     Opinion of Edwards & Angell re: Legality
  
       23(a)- Consent of KPMG Peat Marwick LLP
  
       23(b)- Independent Auditors' Consent - Deloitte & Touche LLP
  
       23(c)- Consent of Edwards & Angell (included in Exhibit 5)
  
       24-    Powers of Attorney (included on signature pages to this
              Registration Statement)
  
  Item 9.  Undertakings.
  
       The undersigned Registrant hereby undertakes:
  
       1)    To file, during any period in which offers or sales are being made, a
             post-effective amendment to this Registration Statement 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 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.
  
        The undersigned Registrant hereby further undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Securities Exchange Act of 1934 that is incorporated by reference in the
  Registration Statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
        Insofar as indemnification for liabilities arising under the Securities
  Act of 1933 may be permitted to directors, officers and controlling persons of
  the Registrant pursuant to the foregoing provisions, or otherwise, the
  Registrant has been advised that in the opinion of the Securities and Exchange
  Commission such indemnification is against public policy as expressed in the Act
  and is, therefore, unenforceable. In the event that a claim for indemnification
  against such liabilities (other than the payment by the Registrant of expenses
  incurred or paid by a director, officer or controlling person of the Registrant
  in the successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, the Registrant will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the Act and will be governed by the final adjudication of
  such issue.
  11
  
                              SIGNATURES AND AMENDMENTS
  
       Each person whose signature appears below hereby constitutes and appoints
  Stephen Hamblett, the Chairman of the Board and Chief Executive Officer and John
  L. Hammond, the Vice President-Legal of the Registrant, or any one of them,
  acting alone, as his true and lawful attorney-in-fact, with full power and
  authority to execute in the name, place and stead of each such person in any and
  all capacities and to file, an amendment or amendments to the Registration
  Statement (and all exhibits thereto) and any documents relating thereto, which
  amendments may make such changes in the Registration Statement as said officer
  or officers so acting deem(s) advisable.
  
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Act of 1933, the Registrant
  certifies that it has reasonable grounds to believe that it meets all
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized in the City of Providence, State of Rhode Island, on April 2, 1996.
  
                                           THE PROVIDENCE JOURNAL COMPANY
  
                                           By: /s/ Stephen Hamblett
                                               ------------------------------
                                                   Stephen Hamblett
                                                   Chairman of the Board
                                                   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 April 2, 1996.
  Signatures                  Title
       ----------                  -----
  /s/ Stephen Hamblett
  - ---------------------            Director; Chairman of
      Stephen Hamblett             the Board and Chief
                                   Executive Officer
                                   (principal executive
                                   officer)
  
                
  - ---------------------            Director
      Trygve E. Myhren
  (Signatures continued on next page)
  12
  /s/ Thomas N. Matlack
  - ----------------------------                           Vice President-Finance
      Thomas N. Matlack                                  (principal financial and
                                                         accounting officer)
  
  /s/ F. Remington Ballou
  - ----------------------------                           Director
      F. Remington Ballou
  
  /s/ Henry P. Becton, Jr.
  - ----------------------------                           Director
      Henry P. Becton, Jr.
  
  /s/ Fanchon M. Burnham                                                       
  - ----------------------------                           Director
      Fanchon M. Burnham
  
  /s/ Kay K. Clarke
  - ----------------------------                           Director
      Kay K. Clarke                                            
  
  - ----------------------------                           Director
      Peter B. Freeman
  
  /s/ Benjamin P. Harris, III
  - ---------------------------                            Director
      Benjamin P. Harris, III
  
  /s/ Paul A. Maeder
  - ----------------------------                           Director
      Paul A. Maeder
  
  - ----------------------------                           Director
      John W. Rosenblum
  
  /s/ Henry D. Sharpe, Jr.
  - ----------------------------                           Director
      Henry D. Sharpe, Jr.
  
  /s/ W. Nicholas Thorndike
  - ----------------------------                           Director
      W. Nicholas Thorndike
  
  /s/ John W. Wall
  - ----------------------------                           Director
      John W. Wall
  
  - ----------------------------                           Director
      Patrick R. Wilmerding