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-General Counsel and Chief Administrative Officer
                 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 (1)(2)   fee (1)
  - --------------------------------------------------------------------------------
  <S>            <C>                      <C>        <C>            <C>
  
  Class A
  Common Stock,  3,838,500 shares (2)(3)  (1)        $24,255,992    $8,815
  $1.00 par
  value (3)
  
  - -------------------------------------------------------------------------------
  <FN>
  
       (1)  $4,312 of the registration fee paid herewith relates to 1,971,000 new
       shares of Class A Common Stock being registered hereunder. The remaining
       number of shares of Class A Common Stock included in this registration
       statement (1,867,500 shares at a proposed maximum aggregate offering price
       of $11,751,092) relate to Registration Statement No. 33-63883 (see below) 
       for which a registration fee of $4,053 was paid at time of filing.
  
       (2)  Computed pursuant to Rule 457(h)(1), based upon the book value of the
       new Class A Common Stock registered hereunder underlying options not 
       granted (1,971,000 shares of Class A Common Stock times $6.34, the book 
       value of the Class A Common Stock as of the latest practicable date).
  
  
       (3)  On June 18, 1996, the Company effected a 450-for-1 stock split on all
       of its outstanding shares of Class A Common Stock and all shares of Class
       A Common Stock previously registered under Registration Statement No.
       33-63883 (the "Stock Split").  All amounts referenced herein give effect
       to the Stock Split. The Class A Common Stock registered hereunder includes
       the associated Class A Rights.
  
  </TABLE>
  
                          --------------------------------
       Pursuant to Rule 429 of the rules and regulations of the Securities and
  Exchange Commission under the Securities Act of 1933, as amended, this
  Registration Statement also relates to 1,867,500 shares of Class A Common Stock
  (after giving effect to the Stock Split) previously registered under 
  Registration Statement No. 33-63883, and this constitutes Post-Effective 
  Amendment No. 1 to such Registration Statement.
  
  
  
  <PAGE>   3
  
  
                                       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 Corporation's Prospectus dated June 24, 1996 filed with the
  Commission on June 25, 1996 under Rule 424(b) of the Securities Exchange Act
  of 1934, as amended.
  
            2. The Corporation's Quarterly Report on Form 10-Q for the quarter
  ended March 31, 1996, as amended by a Form 10-Q/A dated June 11, 1996.
  
            3. The Corporation's Current Report on Form 8-K dated May 8, 1996.
  
            4. 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.
  
            5. The description of the Class A Rights contained in the
  Corporation's Registration Statement on Form 8-A dated May 8, 1996 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.
  
  
  
  <PAGE>   4
  
  
  Item 4. Description of Securities.
  
        Not applicable
  
  Item 5. Interests of Named Experts and Counsel.
  
        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 49,950
  shares of the Registrant. Benjamin P. Harris, III, a Director of the Registrant,
  is a senior partner of Edwards & Angell and beneficially owns 21,150 and 21,600
  shares of the Class A Common Stock and the Class B Common Stock, respectively.
  
  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
  
  
  
                                        II-2
  
  
  <PAGE>   5
  
  
  Item 8. Exhibits.
  
       4 -    Restated Articles of Incorporation, as amended, and By-laws of the
              Registrant (incorporated by reference to Exhibits 3.1 and 3.2 of the
              Registrant's Amendment No. 1 to Registration Statement on Form S-1 
              dated May 31, 1996)
  
       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 Commission such indemnification is
  against public policy as expressed in the Act and is, 
  
  
  
                                        II-3
  
  
  <PAGE>   6
  
  
  
  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>   7
  
  
  
                              SIGNATURES AND AMENDMENTS
  
       Each person whose signature appears below hereby constitutes and appoints
  the Chairman of the Board and Chief Executive Officer, the Vice
  President-General Counsel & Chief Administrative Officer and the Vice
  President-Finance and Chief Financial Officer 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 June 25, 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 June 25, 1996.
  
  
     Signatures                                       Title
     ----------                                       -----
  
  
  /s/ Stephen Hamblett                                Director; Chairman of
  - --------------------                                the Board and Chief
  Stephen Hamblett                                    Executive Officer
                                                      (principal executive
                                                      officer)
  
                         (Signatures continued on next page)
  
  
  
  
  
                                        II-5
  
  
  
  
  <PAGE>   8
  
  /s/ Thomas N. Matlack
  ___________________________     Vice President-Finance and Chief
  Thomas N. Matlack               Financial Officer (principal accounting
                                  and financial 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
  
  /s/ Peter B. Freeman
  ___________________________     Director
  Peter B. Freeman
  
  /s/ Benjamin P. Harris, III
  ___________________________     Director
  Benjamin P. Harris, III
  
  /s/ Paul A. Maeder
  ___________________________     Director
  Paul A. Maeder
  
  
  ___________________________     Director
  Trygve E. Myhren
  
  /s/ John W. Rosenblum
  ___________________________     Director
  John W. Rosenblum
  
                         (Signatures continued on next page)
  
  
  
  
                                        II-6
  
  
  
  <PAGE>   9
  
  /s/ W. Nicholas Thorndike
  _________________________     Director
  W. Nicholas Thorndike
  
  
  /s/ John W.Wall
  _________________________     Director
  John W. Wall
  
  
  /s/ Patrick R. Wilmerding
  _________________________     Director
  Patrick R. Wilmerding
  
  
  
  
  
  
  
                                        II-7
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "THE PROVIDENCE JOURNAL FORM S-8/S-3", "secsgml_size_bytes": 17122}]
metadata_filer: {"company-data": {"conformed-name": "PROVIDENCE JOURNAL CO", "cik": "0000080816", "assigned-sic": "[]", "irs-number": "050481966", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-06761", "film-number": "96585292"}, "business-address": {"street1": "PROVIDENCE", "street2": "75 FOUNTAIN ST", "city": "PROVIDENCE", "state": "RI", "zip": "02902", "phone": "4012777031"}, "mail-address": {"street1": "75 FOUNTAIN STREET", "city": "PROVIDENCE", "state": "RI", "zip": "02902"}}
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-General Counsel and Chief Administrative Officer
                 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 (1)(2)   fee (1)
  - --------------------------------------------------------------------------------
  Class A
  Common Stock,  3,838,500 shares (2)(3)  (1)        $24,255,992    $8,815
  $1.00 par
  value (3)
  
  - -------------------------------------------------------------------------------
  (1)  $4,312 of the registration fee paid herewith relates to 1,971,000 new
       shares of Class A Common Stock being registered hereunder. The remaining
       number of shares of Class A Common Stock included in this registration
       statement (1,867,500 shares at a proposed maximum aggregate offering price
       of $11,751,092) relate to Registration Statement No. 33-63883 (see below) 
       for which a registration fee of $4,053 was paid at time of filing.
  
       (2)  Computed pursuant to Rule 457(h)(1), based upon the book value of the
       new Class A Common Stock registered hereunder underlying options not 
       granted (1,971,000 shares of Class A Common Stock times $6.34, the book 
       value of the Class A Common Stock as of the latest practicable date).
  
       (3)  On June 18, 1996, the Company effected a 450-for-1 stock split on all
       of its outstanding shares of Class A Common Stock and all shares of Class
       A Common Stock previously registered under Registration Statement No.
       33-63883 (the "Stock Split").  All amounts referenced herein give effect
       to the Stock Split. The Class A Common Stock registered hereunder includes
       the associated Class A Rights.
  --------------------------------
       Pursuant to Rule 429 of the rules and regulations of the Securities and
  Exchange Commission under the Securities Act of 1933, as amended, this
  Registration Statement also relates to 1,867,500 shares of Class A Common Stock
  (after giving effect to the Stock Split) previously registered under 
  Registration Statement No. 33-63883, and this constitutes Post-Effective 
  Amendment No. 1 to such Registration Statement.
  3
  
                                       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 Corporation's Prospectus dated June 24, 1996 filed with the
  Commission on June 25, 1996 under Rule 424(b) of the Securities Exchange Act
  of 1934, as amended.
  
            2. The Corporation's Quarterly Report on Form 10-Q for the quarter
  ended March 31, 1996, as amended by a Form 10-Q/A dated June 11, 1996.
  
            3. The Corporation's Current Report on Form 8-K dated May 8, 1996.
  
            4. 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.
  
            5. The description of the Class A Rights contained in the
  Corporation's Registration Statement on Form 8-A dated May 8, 1996 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.
  4
  
  Item 4. Description of Securities.
  
        Not applicable
  
  Item 5. Interests of Named Experts and Counsel.
  
        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 49,950
  shares of the Registrant. Benjamin P. Harris, III, a Director of the Registrant,
  is a senior partner of Edwards & Angell and beneficially owns 21,150 and 21,600
  shares of the Class A Common Stock and the Class B Common Stock, respectively.
  
  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
  
                                        II-2
  5
  
  Item 8. Exhibits.
  
       4 -    Restated Articles of Incorporation, as amended, and By-laws of the
              Registrant (incorporated by reference to Exhibits 3.1 and 3.2 of the
              Registrant's Amendment No. 1 to Registration Statement on Form S-1 
              dated May 31, 1996)
  
       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 Commission such indemnification is
  against public policy as expressed in the Act and is, 
  
                                        II-3
  6
  
  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
  7
  
                              SIGNATURES AND AMENDMENTS
  
       Each person whose signature appears below hereby constitutes and appoints
  the Chairman of the Board and Chief Executive Officer, the Vice
  President-General Counsel & Chief Administrative Officer and the Vice
  President-Finance and Chief Financial Officer 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 June 25, 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 June 25, 1996.
  
     Signatures                                       Title
     ----------                                       -----
  
  /s/ Stephen Hamblett                                Director; Chairman of
  - --------------------                                the Board and Chief
  Stephen Hamblett                                    Executive Officer
                                                      (principal executive
                                                      officer)
  
                         (Signatures continued on next page)
  
                                        II-5
  8
  
  /s/ Thomas N. Matlack
  ___________________________     Vice President-Finance and Chief
  Thomas N. Matlack               Financial Officer (principal accounting
                                  and financial 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
  
  /s/ Peter B. Freeman
  ___________________________     Director
  Peter B. Freeman
  
  /s/ Benjamin P. Harris, III
  ___________________________     Director
  Benjamin P. Harris, III
  
  /s/ Paul A. Maeder
  ___________________________     Director
  Paul A. Maeder
  
  ___________________________     Director
  Trygve E. Myhren
  
  /s/ John W. Rosenblum
  ___________________________     Director
  John W. Rosenblum
  
                         (Signatures continued on next page)
  
                                        II-6
  9
  
  /s/ W. Nicholas Thorndike
  _________________________     Director
  W. Nicholas Thorndike
  
  /s/ John W.Wall
  _________________________     Director
  John W. Wall
  
  /s/ Patrick R. Wilmerding
  _________________________     Director
  Patrick R. Wilmerding
  
                                        II-7