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
                           ------------------------------
                        1994 Employee Stock Option Plan and
                        ------------------------------------
                    1994 Non-Employee Director Stock Option Plan
                    --------------------------------------------
                             (Full title of the plans)
  
  
                               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 be  price per  offering     registration
  registered   registered    share      price*       fee
  - --------------------------------------------------------------------------------
  <S>             <C>          <C>      <C>          <C>
  Class A          4,150       *        $11,751,092  $4,053
  Common Stock,   shares
  $1.00 par
  value
  - --------------------------------------------------------------------------------
  <FN>
  
  
  
   * Computed pursuant to Rule 457(h)(1), based upon the exercise
     price of options previously granted (637 options granted
     times the exercise price of $662 plus 834 options granted
     times the exercise price of $5,072) plus the book value of
     options not granted on the date hereof (2,679 options times
     $2,650, the book value of the Class A Common Stock).
  
  </TABLE>
  
  
  
  <PAGE>   3
                                     PROSPECTUS
                                     ----------
  
                                     1,043 Shares
  
                           THE PROVIDENCE JOURNAL COMPANY
  
                                Class A Common stock
  
                                  $1.00 Par Value
  
  
                                    THE OFFERING
  
  
          This Prospectus relates to 1,043 shares of Class A Common Stock, $1.00
  par value, of The Providence Journal Company (the "Corporation") purchased or
  which may be purchased by executive officers and directors of the Corporation
  (the "Selling Stockholders") pursuant to stock options granted under stock
  option plans of the Corporation and its predecessors (the "Plans"). Specific
  information as to the Selling Stockholders may be found on pages 3 and 4 of
  this Prospectus.  The Corporation has been informed that said 1,043 shares of
  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 November 1, 1995
  
  
                                       
  <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 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 portions of the Corporation's Joint Proxy Statement-Prospectus
  dated August 31, 1995 relating to the Corporation, Providence Journal Company
  and King Holding Corp. Such Joint Proxy Statement-Prospectus is included in the
  Corporation's Registration Statement on Form S-4 (No. 33-57479).
  
          2.  The Corporation's Current Report on Form 8-K dated October 5, 1995.
  
          3.  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 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
  
                                       -2-
  <PAGE>   5
  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.
  
  
                           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.
  
  <TABLE>
                                SELLING STOCKHOLDERS
  
          Set forth below is information as to the Selling Stockholders, the
  number of shares of 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 options are vested and exercised) 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 Common Stock     May Be           Owned After
  the Corporation          Owned (1)           Offered (2)      Offering (3)
  - ---------------          ----------------    ------------     ------------
  <S>                          <C>                <C>             <C>
  Stephen Hamblett (4)         414                300             376
  Chairman of the
  Board, Chief
  Executive Officer,
  Publisher and
  Director
  
  Trygve E. Myhren             132                230             103
  President, Chief
  Operating Officer
  and Director
  </TABLE>
  
                                       -3-
  <PAGE>   6
  <TABLE>                                                                   
  <CAPTION>
                                                      Number of        Number of
  Name and                        Number of Shares    Shares Which     Shares to Be
  Position with                   of Common Stock     May Be           Owned After
  the Corporation                 Owned (1)           Offered (2)      Offering (3)
  - ---------------                 ----------------    ------------     ------------
  <S>                                  <C>                <C>             <C>
  F. Remington Ballou (5)                 46               10                 41
  Director
  
  Henry P. Becton, Jr.                    14               10                  9
  Director
  
  Fanchon M. Burnham (6)                 370               10                365
  Director
  
  Peter B. Freeman (7)                   316               10                311
  Director
  
  Benjamin P. Harris III (8)              47               10                 42
  Director
  
  John W. Rosenblum                       14               10                  9
  Director
  
  Henry D. Sharpe, Jr. (9)                19               10                 14
  Director
  
  W. Nicholas Thorndike (10)           5,031               10              5,026
  Director
  
  John W. Wall (11)                       54               10                 49
  Director
  
  Patrick R. Wilmerding (12)             570               10                565
  Director
  
  Thomas N. Matlack                        2               47                  0
  Vice President-
  Finance
  
  John A. Bowers                          26               75                 17
  Vice President-
  Human Resources
  
  Jack C. Clifford                        86              120                 72
  Vice President-
  Broadcasting and
  Cable Television
  </TABLE>
  
                                       -4-
  <PAGE>   7
  <TABLE>
  <CAPTION>
                                               Number of        Number of
  Name and                 Number of Shares    Shares Which     Shares to Be
  Position with            of Common Stock     May Be           Owned After
  the Corporation          Owned (1)           Offered (2)      Offering (3)
  - ---------------          ----------------    ------------     ------------
  <S>                          <C>                <C>             <C>
  John L. Hammond              3                  35              0
  Vice President-
  Legal
  
  Joanne L. Yestramski         2                  27              0
  Vice President-
  Comptroller
  
  Howard G. Sutton             6                  60              1
  Vice President-
  General Manager
  
  Joel N. Stark                3                  25              0
  Vice President-
  Publishing Develop-
  ment and Marketing
  
  James V. Wyman               9                  10              6
  Vice President and
  Executive Editor
  
  Harry Dyson                  6                  14              4
  Treasurer and
  Secretary
  
  <FN>
  - -------------------------
  (1)  Includes shares that the Selling Stockholders have the right to acquire
       beneficial ownership of within 60 days through the exercise of stock 
       options granted under the Plans.
  
  (2)  Includes shares that may be purchased pursuant to stock options granted
       under the Plans on or before the date of this Prospectus.
  
  (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 Common Stock after completion of the offering. Includes only
       shares that the Selling Stockholders have not acquired, or will not 
       acquire, pursuant to the Plans.
  
  (4)  Mr. Hamblett also owns 148 shares of the Corporations' Class B Common 
       Stock (the "Class B Common Stock").
  
  (5)  Mr. Ballou also owns 24 shares of the Class B Common Stock.
  
  (6)  Fanchon M. Burnham owns 109 shares of Common Stock and 147 shares of Class 
       B Common Stock.  She serves as a co-trustee of trusts for her brother,
       which hold 211 shares of Common Stock and 189 shares of Class B Common
       stock.  In addition, Mrs. Burnham's children own a total of 38 shares of
       Common Stock and 40 shares of Class B Common Stock.
  </TABLE>
  
  
                                       -5-
  <PAGE>   8
  (7)  Mr. Freeman also owns 400 shares of Class B Common Stock.
  
  (8)  Mr. Harris also owns 48 shares of Class B Common Stock.
  
  (9)  In addition to the shares shown in the table, Fiduciary Trust Company 
       International holds 2,494 shares of Common Stock and 3,124 shares of Class
       B Common Stock and acts as trustee under trusts created by Mr. Sharpe and
       his wife, Peggy Boyd Sharpe, for the benefit of members of the Sharpe
       family and, in certain cases, designated charitable organizations. 
       Fiduciary Trust Company International shares voting and investment power
       with Mr. Sharpe's children as to 300 shares of Common Stock; as to all
       other shares, Fiduciary Trust Company International possesses sole voting
       and investment power.
  
  (10) W. Nicholas Thorndike owns 134 shares of Common Stock and 108 shares of 
       Class B Common Stock.  He holds 29 shares of Common Stock and 44 shares of
       Class B Common Stock as sole custodian for a member of another family.  He
       is a co-trustee of several trusts for the benefit of members of another
       family holding 2,482 shares of Common Stock and 3,156 shares of Class B
       Common Stock.  Mr. Thorndike is also one of the Directors of Southland     
       Communications, Inc., which owns 2,416 shares of Common Stock and 2,092
       shares of Class B Common Stock.  As a result of such relationships, Mr.
       Thorndike possesses sole or shared voting power or investment power with
       respect to 13.2% of the Common Stock.
  
  (11) Mr. Wall also owns 72 shares of Class B Common Stock.
  
  (12) Mr. Wilmerding possesses sole or shared voting power or investment power 
       with respect to 1.5% of the Common Stock.  Mr. Wilmerding also owns 300 
       shares of Class B Common Stock.
  
  
  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 Rule 144 limit the number of shares which each of the above
  persons, and any other persons with whom he/she is acting in concert for the
  purpose of selling the  Common Stock, may sell in any three month period to 378
  shares of Common Stock.
  
                                       -6-
  <PAGE>   9
                                   LEGAL MATTERS
  
          The validity of shares of 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 106 shares of the
  Registrant.  Benjamin P. Harris, III, a Director of the Corporation, is a
  partner of Edwards & Angell.
  
                                      EXPERTS
  
          The consolidated financial statements and schedule of Providence Journal
  Company and Subsidiaries as of December 31, 1993 and 1994 and for each of the
  years in the three-year period ended December 31, 1994 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,
  given upon the authority of said firms as experts in accounting and auditing. 
  The report of KPMG Peat Marwick LLP refers to a change in accounting for income
  taxes and a change in accounting for postretirement benefits in 1992.
  
          The consolidated financial statements of King Holding Corp. and
  subsidiaries as of December 31, 1993 and 1994 and for the period February 25,
  1992 to December 31, 1992 and the years ended December 31, 1993 and 1994
  incorporated in this prospectus from the Corporation's Joint Proxy
  Statement-Prospectus dated August 31, 1995, 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 as experts in accounting and auditing.
  
  
                                       -7-
  <PAGE>   10
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  Item 3.  Incorporation of Documents by Reference.
  
          The following documents filed with the Securities and Exchange
  Commission (the "Commission") by the Registrant are incorporated in this
  Registration Statement by reference:
  
          1.  The portions of the Corporation's Joint Proxy Statement-Prospectus
  dated August 31, 1995 relating to the Corporation, Providence Journal Company
  and King Holding Corp. Such Joint Proxy Statement-Prospectus is included in the
  Registrant's Registration Statement on Form S-4 (No. 33-57479).
  
          2.  The Registrant's Current Report on Form 8-K dated October 5, 1995.
  
          3.  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
  
  Item 5.  Interests of Named Experts and Counsel.
  
  
                                       II-1
  <PAGE>   11
  
          The validity of the 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 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.
  
                                       II-2
  <PAGE>   12
  Item 7.  Exemption From Registration Claimed
  
          Not applicable
  
  Item 8.  Exhibits.
  
          4(a) -  The Providence Journal Company 1994 Employee Stock Option Plan
  
          4(b) -  The Providence Journal Company 1994 Non-Employee Director Stock 
                  Option Plan
  
          4(c) -  Restated Articles of Incorporation, as amended, and By-laws of 
                  the Registrant (incorporated by reference to Exhibits 1 and 2 
                  of the Registrant's Form 8-A dated September 29, 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.
  
                                       II-3
  <PAGE>   13
          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 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.
  
  
  
                                       II-4
  <PAGE>   14
                             SIGNATURES AND AMENDMENTS
  
          Each person whose signature appears below hereby constitutes and
  appoints the Chairman of the Board and Chief Executive Officer, the President
  and Chief Operating Officer and 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 October 31,
  1995.
  
                                   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 October 31, 1995.
  
  <CAPTION>
     Signatures            Title                     Date
     ----------            -----                     ----
  <S>                      <C>                        <C>       
  /s/ Stephen Hamblett      Director; Chairman of     October 31, 1995
  - -----------------------   the Board and Chief
  Stephen Hamblett          Executive Officer
                            (principal executive
                            officer)
  
  
  /s/ Trygve E. Myhren      Director; President and   October 31, 1995
  - -----------------------   Chief Operating Officer
  Trygve E. Myhren          
  
  
                        (signatures continued on next page)
  </TABLE>
  
                                       II-5
  <PAGE>   15
  
  <TABLE>
  <S>                            <C>                      <C>       
  /s/ Thomas N. Matlack          Vice President-Finance   October 31, 1995
  - --------------------------     (principal
  Thomas N. Matlack              financial officer)
  
  
  /s/ Joanne L. Yestramski       Vice President-          October 31, 1995
  - --------------------------     Comptroller (principal
  Joanne L. Yestramski           accounting officer)
  
  
  /s/ F. Remington Ballou        Director                 October 31, 1995
  - --------------------------
  F. Remington Ballou
  
  
  /s/ Henry P. Becton, Jr.       Director                 October 31, 1995
  - --------------------------              
  Henry P. Becton, Jr.
  
  
  /s/ Fanchon M. Burnham        Director                 October 31, 1995
  - --------------------------
  Fanchon M. Burnham
  
  
  /s/ Peter B. Freeman           Director                 October 31, 1995
  - --------------------------    
  Peter B. Freeman
  
  
  /s/ Benjamin P. Harris III     Director                 October 31, 1995
  - --------------------------  
  Benjamin P. Harris III
  
  
  /s/ John W. Rosenblum          Director                 October 31, 1995
  - --------------------------
  John W. Rosenblum
  
  
  /s/ Henry D. Sharpe, Jr.       Director                 October 31, 1995
  - --------------------------               
  Henry D. Sharpe, Jr.
  
  
  /s/ W. Nicholas Thorndike      Director                 October 31, 1995
  - --------------------------
  W. Nicholas Thorndike
  
  
  /s/ John W. Wall               Director                 October 31, 1995
  - --------------------------
  John W. Wall
  
  
  /s/ Patrick R. Wilmerding      Director                 October 31, 1995
  - --------------------------
  Patrick R. Wilmerding
  </TABLE>
  
  
                                       II-6
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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
                           ------------------------------
                        1994 Employee Stock Option Plan and
                        ------------------------------------
                    1994 Non-Employee Director Stock Option Plan
                    --------------------------------------------
                             (Full title of the plans)
  
                               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 be  price per  offering     registration
  registered   registered    share      price*       fee
  - --------------------------------------------------------------------------------
  Class A          4,150       *        $11,751,092  $4,053
  Common Stock,   shares
  $1.00 par
  value
  - --------------------------------------------------------------------------------
  * Computed pursuant to Rule 457(h)(1), based upon the exercise
     price of options previously granted (637 options granted
     times the exercise price of $662 plus 834 options granted
     times the exercise price of $5,072) plus the book value of
     options not granted on the date hereof (2,679 options times
     $2,650, the book value of the Class A Common Stock).
  3
                                     PROSPECTUS
                                     ----------
  
                                     1,043 Shares
  
                           THE PROVIDENCE JOURNAL COMPANY
  
                                Class A Common stock
  
                                  $1.00 Par Value
  
                                    THE OFFERING
  
          This Prospectus relates to 1,043 shares of Class A Common Stock, $1.00
  par value, of The Providence Journal Company (the "Corporation") purchased or
  which may be purchased by executive officers and directors of the Corporation
  (the "Selling Stockholders") pursuant to stock options granted under stock
  option plans of the Corporation and its predecessors (the "Plans"). Specific
  information as to the Selling Stockholders may be found on pages 3 and 4 of
  this Prospectus.  The Corporation has been informed that said 1,043 shares of
  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 November 1, 1995
  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 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 portions of the Corporation's Joint Proxy Statement-Prospectus
  dated August 31, 1995 relating to the Corporation, Providence Journal Company
  and King Holding Corp. Such Joint Proxy Statement-Prospectus is included in the
  Corporation's Registration Statement on Form S-4 (No. 33-57479).
  
          2.  The Corporation's Current Report on Form 8-K dated October 5, 1995.
  
          3.  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 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
  
                                       -2-
  5
  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.
  
                           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 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 options are vested and exercised) 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 Common Stock     May Be           Owned After
  the Corporation          Owned (1)           Offered (2)      Offering (3)
  - ---------------          ----------------    ------------     ------------
  Stephen Hamblett (4)         414                300             376
  Chairman of the
  Board, Chief
  Executive Officer,
  Publisher and
  Director
  
  Trygve E. Myhren             132                230             103
  President, Chief
  Operating Officer
  and Director
  -3-
  6
  Number of        Number of
  Name and                        Number of Shares    Shares Which     Shares to Be
  Position with                   of Common Stock     May Be           Owned After
  the Corporation                 Owned (1)           Offered (2)      Offering (3)
  - ---------------                 ----------------    ------------     ------------
  F. Remington Ballou (5)                 46               10                 41
  Director
  
  Henry P. Becton, Jr.                    14               10                  9
  Director
  
  Fanchon M. Burnham (6)                 370               10                365
  Director
  
  Peter B. Freeman (7)                   316               10                311
  Director
  
  Benjamin P. Harris III (8)              47               10                 42
  Director
  
  John W. Rosenblum                       14               10                  9
  Director
  
  Henry D. Sharpe, Jr. (9)                19               10                 14
  Director
  
  W. Nicholas Thorndike (10)           5,031               10              5,026
  Director
  
  John W. Wall (11)                       54               10                 49
  Director
  
  Patrick R. Wilmerding (12)             570               10                565
  Director
  
  Thomas N. Matlack                        2               47                  0
  Vice President-
  Finance
  
  John A. Bowers                          26               75                 17
  Vice President-
  Human Resources
  
  Jack C. Clifford                        86              120                 72
  Vice President-
  Broadcasting and
  Cable Television
  -4-
  7
  Number of        Number of
  Name and                 Number of Shares    Shares Which     Shares to Be
  Position with            of Common Stock     May Be           Owned After
  the Corporation          Owned (1)           Offered (2)      Offering (3)
  - ---------------          ----------------    ------------     ------------
  John L. Hammond              3                  35              0
  Vice President-
  Legal
  
  Joanne L. Yestramski         2                  27              0
  Vice President-
  Comptroller
  
  Howard G. Sutton             6                  60              1
  Vice President-
  General Manager
  
  Joel N. Stark                3                  25              0
  Vice President-
  Publishing Develop-
  ment and Marketing
  
  James V. Wyman               9                  10              6
  Vice President and
  Executive Editor
  
  Harry Dyson                  6                  14              4
  Treasurer and
  Secretary
  - -------------------------
  (1)  Includes shares that the Selling Stockholders have the right to acquire
       beneficial ownership of within 60 days through the exercise of stock 
       options granted under the Plans.
  
  (2)  Includes shares that may be purchased pursuant to stock options granted
       under the Plans on or before the date of this Prospectus.
  
  (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 Common Stock after completion of the offering. Includes only
       shares that the Selling Stockholders have not acquired, or will not 
       acquire, pursuant to the Plans.
  
  (4)  Mr. Hamblett also owns 148 shares of the Corporations' Class B Common 
       Stock (the "Class B Common Stock").
  
  (5)  Mr. Ballou also owns 24 shares of the Class B Common Stock.
  
  (6)  Fanchon M. Burnham owns 109 shares of Common Stock and 147 shares of Class 
       B Common Stock.  She serves as a co-trustee of trusts for her brother,
       which hold 211 shares of Common Stock and 189 shares of Class B Common
       stock.  In addition, Mrs. Burnham's children own a total of 38 shares of
       Common Stock and 40 shares of Class B Common Stock.
  -5-
  8
  (7)  Mr. Freeman also owns 400 shares of Class B Common Stock.
  
  (8)  Mr. Harris also owns 48 shares of Class B Common Stock.
  
  (9)  In addition to the shares shown in the table, Fiduciary Trust Company 
       International holds 2,494 shares of Common Stock and 3,124 shares of Class
       B Common Stock and acts as trustee under trusts created by Mr. Sharpe and
       his wife, Peggy Boyd Sharpe, for the benefit of members of the Sharpe
       family and, in certain cases, designated charitable organizations. 
       Fiduciary Trust Company International shares voting and investment power
       with Mr. Sharpe's children as to 300 shares of Common Stock; as to all
       other shares, Fiduciary Trust Company International possesses sole voting
       and investment power.
  
  (10) W. Nicholas Thorndike owns 134 shares of Common Stock and 108 shares of 
       Class B Common Stock.  He holds 29 shares of Common Stock and 44 shares of
       Class B Common Stock as sole custodian for a member of another family.  He
       is a co-trustee of several trusts for the benefit of members of another
       family holding 2,482 shares of Common Stock and 3,156 shares of Class B
       Common Stock.  Mr. Thorndike is also one of the Directors of Southland     
       Communications, Inc., which owns 2,416 shares of Common Stock and 2,092
       shares of Class B Common Stock.  As a result of such relationships, Mr.
       Thorndike possesses sole or shared voting power or investment power with
       respect to 13.2% of the Common Stock.
  
  (11) Mr. Wall also owns 72 shares of Class B Common Stock.
  
  (12) Mr. Wilmerding possesses sole or shared voting power or investment power 
       with respect to 1.5% of the Common Stock.  Mr. Wilmerding also owns 300 
       shares of Class B Common Stock.
  
  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 Rule 144 limit the number of shares which each of the above
  persons, and any other persons with whom he/she is acting in concert for the
  purpose of selling the  Common Stock, may sell in any three month period to 378
  shares of Common Stock.
  
                                       -6-
  9
                                   LEGAL MATTERS
  
          The validity of shares of 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 106 shares of the
  Registrant.  Benjamin P. Harris, III, a Director of the Corporation, is a
  partner of Edwards & Angell.
  
                                      EXPERTS
  
          The consolidated financial statements and schedule of Providence Journal
  Company and Subsidiaries as of December 31, 1993 and 1994 and for each of the
  years in the three-year period ended December 31, 1994 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,
  given upon the authority of said firms as experts in accounting and auditing. 
  The report of KPMG Peat Marwick LLP refers to a change in accounting for income
  taxes and a change in accounting for postretirement benefits in 1992.
  
          The consolidated financial statements of King Holding Corp. and
  subsidiaries as of December 31, 1993 and 1994 and for the period February 25,
  1992 to December 31, 1992 and the years ended December 31, 1993 and 1994
  incorporated in this prospectus from the Corporation's Joint Proxy
  Statement-Prospectus dated August 31, 1995, 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 as experts in accounting and auditing.
  
                                       -7-
  10
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  Incorporation of Documents by Reference.
  
          The following documents filed with the Securities and Exchange
  Commission (the "Commission") by the Registrant are incorporated in this
  Registration Statement by reference:
  
          1.  The portions of the Corporation's Joint Proxy Statement-Prospectus
  dated August 31, 1995 relating to the Corporation, Providence Journal Company
  and King Holding Corp. Such Joint Proxy Statement-Prospectus is included in the
  Registrant's Registration Statement on Form S-4 (No. 33-57479).
  
          2.  The Registrant's Current Report on Form 8-K dated October 5, 1995.
  
          3.  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
  
  Item 5.  Interests of Named Experts and Counsel.
  
                                       II-1
  11
  
          The validity of the 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 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.
  
                                       II-2
  12
  Item 7.  Exemption From Registration Claimed
  
          Not applicable
  
  Item 8.  Exhibits.
  
          4(a) -  The Providence Journal Company 1994 Employee Stock Option Plan
  
          4(b) -  The Providence Journal Company 1994 Non-Employee Director Stock 
                  Option Plan
  
          4(c) -  Restated Articles of Incorporation, as amended, and By-laws of 
                  the Registrant (incorporated by reference to Exhibits 1 and 2 
                  of the Registrant's Form 8-A dated September 29, 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.
  
                                       II-3
  13
          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 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.
  
                                       II-4
  14
                             SIGNATURES AND AMENDMENTS
  
          Each person whose signature appears below hereby constitutes and
  appoints the Chairman of the Board and Chief Executive Officer, the President
  and Chief Operating Officer and 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 October 31,
  1995.
  
                                   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 October 31, 1995.
  Signatures            Title                     Date
     ----------            -----                     ----
  /s/ Stephen Hamblett      Director; Chairman of     October 31, 1995
  - -----------------------   the Board and Chief
  Stephen Hamblett          Executive Officer
                            (principal executive
                            officer)
  
  /s/ Trygve E. Myhren      Director; President and   October 31, 1995
  - -----------------------   Chief Operating Officer
  Trygve E. Myhren          
  
                        (signatures continued on next page)
  II-5
  15
  /s/ Thomas N. Matlack          Vice President-Finance   October 31, 1995
  - --------------------------     (principal
  Thomas N. Matlack              financial officer)
  
  /s/ Joanne L. Yestramski       Vice President-          October 31, 1995
  - --------------------------     Comptroller (principal
  Joanne L. Yestramski           accounting officer)
  
  /s/ F. Remington Ballou        Director                 October 31, 1995
  - --------------------------
  F. Remington Ballou
  
  /s/ Henry P. Becton, Jr.       Director                 October 31, 1995
  - --------------------------              
  Henry P. Becton, Jr.
  
  /s/ Fanchon M. Burnham        Director                 October 31, 1995
  - --------------------------
  Fanchon M. Burnham
  
  /s/ Peter B. Freeman           Director                 October 31, 1995
  - --------------------------    
  Peter B. Freeman
  
  /s/ Benjamin P. Harris III     Director                 October 31, 1995
  - --------------------------  
  Benjamin P. Harris III
  
  /s/ John W. Rosenblum          Director                 October 31, 1995
  - --------------------------
  John W. Rosenblum
  
  /s/ Henry D. Sharpe, Jr.       Director                 October 31, 1995
  - --------------------------               
  Henry D. Sharpe, Jr.
  
  /s/ W. Nicholas Thorndike      Director                 October 31, 1995
  - --------------------------
  W. Nicholas Thorndike
  
  /s/ John W. Wall               Director                 October 31, 1995
  - --------------------------
  John W. Wall
  
  /s/ Patrick R. Wilmerding      Director                 October 31, 1995
  - --------------------------
  Patrick R. Wilmerding
  II-6