PROVIDENCE ENERGY CORP
10-Q, 1995-05-12
NATURAL GAS DISTRIBUTION
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                              FORM 10-Q

                 SECURITIES AND EXCHANGE COMMISSION

                       Washington, D. C. 20549

(Mark One)

[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                   SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended             March 31, 1995         
   

                                 OR

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                   SECURITIES EXCHANGE ACT OF 1934

For the Transition period from                       to           
      

Commission file number                         1-10032            
      

                       PROVIDENCE ENERGY CORPORATION              
      
       (Exact name of registrant as specified in its charter)

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

            100 Weybosset Street, Providence, Rhode Island  02903 
      
              (Address of principal executive offices)
                             (Zip Code)

                                   401-272-9191                   
      
         Registrant's telephone number, including area code 



  Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15 (d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes  X  No    .

                APPLICABLE ONLY TO CORPORATE ISSUERS:

   Common stock, $1.00 par value, 5,624,183 shares outstanding at 
May 12, 1995
<PAGE>


                               PROVIDENCE ENERGY CORPORATION

                                         FORM 10-Q

                                      MARCH 31, 1995



PART I:          FINANCIAL INFORMATION                           
PAGE

Item 1 -         Financial Statements

                 Consolidated Statements of Income for the 
                 three, six and twelve months ended
                 March 31, 1995 and 1994                          I-1

                 Consolidated Balance Sheets as of
                 March 31, 1995, March 31, 1994 and 
                 September 30, 1994                               I-2

                 Consolidated Statements of Cash Flow for the
                 six months ended March 31, 1995 and 1994         I-3

                 Consolidated Statements of Capitalization as of
                 March 31, 1995, March 31, 1994 and
                 September 30, 1994                               I-4

                 Notes to Consolidated Financial Statements       I-5

Item 2 -         Management's Discussion and Analysis of  
                 Financial Condition and Results of Operations    I-7

PART II:         OTHER INFORMATION

Item 4           Submission of Matters to a Vote of
                 Security Holders                                II-1

Item 6 (b)       Reports on Form 8-K                             II-1

                 Signature                                       II-2




<PAGE>
PART I.  FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS
                      PROVIDENCE ENERGY CORPORATION AND
SUBSIDIARIES
                             CONSOLIDATED STATEMENTS OF INCOME
                              FOR THE PERIODS ENDED MARCH 31
                                        (Unaudited)


                                  THREE MONTHS           SIX MONTHS 
      
                                 1995       1994       1995     1994      
     
                               (thousands, except per share amounts)

Operating revenues            $ 66,162  $ 83,570  $115,464 $146,527  
Cost of gas sold                36,845    51,168    62,971 89,942  
  Operating margin              29,317    32,402    52,493 56,585  

Operating expenses:
  Other operation               10,927    13,353    20,946   23,882  
  Maintenance                    1,174     1,193     2,056   1,977  
  Depreciation and amortization   2,580    2,390     5,180   4,772  
  Taxes -
    State gross receipts         1,812     2,330     3,105   4,194  
    Local property and other     1,755     1,780     3,390   3,397  
    Federal income               3,235     3,281     4,960   5,182  
Total operating expenses        21,483    24,327    39,637  43,404  

Operating income                 7,834     8,075    12,856   13,181  
Other income, net                  183       257       342      442  
                              
Income before
  interest expense               8,017     8,332    13,198   13,623  
Interest expense:
  Long-term debt                 1,268     1,292     2,551   2,411  
  Other, net                       763        398    1,214     716  
  Interest capitalized             (36)      (41)      (70)   (75) 
                                 1,995     1,649     3,695    3,052  

Income after interest expense    6,022     6,683     9,503   10,571  

Preferred dividends of
 subsidiary                       (174)     (174)     (348)    (348) 

Net income                    $  5,848  $  6,509  $  9,155  $10,223  
                              ========  ========   ======== ======== 
Net income per common share   $   1.04   $   1.18 $   1.63  $  1.86  
                              ========  ========   ======== ======== 
Dividends paid per common
  share                       $    .27  $    .26  $    .54  $   .52  
                              ========  ========   ======== ======== 
Weighted average common
  shares outstanding           5,613.2   5,522.1   5,602.3  5,510.0  
                              ========  ========   ======== ======== 


                                                PAGE I-1
<PAGE>
PART I.  FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS
            PROVIDENCE ENERGY CORPORATION AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF INCOME
                    FOR THE PERIODS ENDED MARCH 31
                              (Unaudited)


                                  TWELVE MONTHS
                                 1995      1994
                        (thousands, except per share amounts)

Operating revenues            $191,715  $217,999
Cost of gas sold               108,133   136,406
  Operating margin              83,582    81,593

Operating expenses:
  Other operation               39,458    43,228
  Maintenance                   3,907      3,891
  Depreciation and amortization 10,024     9,289
  Taxes -
    State gross receipts        5,238      6,177
    Local property and other    6,206      6,744
    Federal income               4,238     2,047
Total operating expenses        69,071    71,376

Operating income               14,511     10,217
Other income, net                   96       679
                              
Income before
  interest expense              14,607    10,896
Interest expense:
  Long-term debt                5,127      5,074
  Other, net                    1,910      1,373
  Interest capitalized            (147)     (140)
                                 6,890     6,307

Income after interest expense   7,717      4,589

Preferred dividends of
 subsidiary                       (696)     (696)

Net income                    $  7,021  $  3,893
                              ========  ========   
Net income per common share   $   1.26  $    .74
                              ========  ========   
Dividends paid per common
  share                       $   1.08  $   1.04
                              ========  ========
Weighted average common
  shares outstanding          5,580.3    5,236.7
                              ========  ========  


                                               PAGE I-1(a)
<PAGE>
            PROVIDENCE ENERGY CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED BALANCE SHEETS
                              (thousands)

                                           (Unaudited)
                                      March 31,   March 31,   September 30,
                                         1995        1994        1994    


ASSETS

Gas plant, at original cost                 $247,826    $227,971     $239,830
  Less - Accumulated depreciation             85,413      76,819       80,733
                                             162,413     151,152      159,097
Nonutility property, net                       1,991       2,075        2,033
Current assets:
  Cash and temporary cash investments          1,987       4,011       1,145
  Accounts receivable, less allowance of
    $3,533 at 3/31/95, $4,790 at 3/31/94 and
    $3,008 at 9/30/94                         40,559      53,865      17,892
  Unbilled revenues                            8,599       8,639       2,895
  Deferred gas costs                               -       4,715      15,819
  Inventories, at average cost - 
    Liquefied natural gas, propane and under-
      ground storage                           6,563       5,278       11,255
    Materials and supplies                     1,511       2,025        1,679
  Prepaid and refundable taxes                 3,465       2,720        4,030
  Prepayments                                    595         541        1,499
                                              63,279      81,794       56,214

Deferred charges and other assets             15,933      14,614       15,967
    Total assets                            $243,616    $249,635     $233,311
                                            ========    ========     ========
CAPITALIZATION AND LIABILITIES

Capitalization                              $150,131    $149,850     $145,235

Current liabilities:                                              
           
  Notes payable                               17,000      18,000       27,700
  Current portion of long-term debt            2,077       2,075        2,085
  Accounts payable                            21,851      37,882       18,324
  Accrued taxes                                9,702       9,832        6,224
  Accrued vacation                             1,842       1,923        1,584
  Customer deposits                            3,765       3,416        3,580
  Refundable gas costs                         9,433           -           -
  Other                                        2,728       3,235        3,136
                                              68,398      76,363       62,633
Deferred credits and reserves:
  Accumulated deferred Federal income taxes   16,428      14,861       15,506
  Unamortized investment tax credits           2,772       2,931        2,851
  Other                                        5,887       5,630        7,086
                                              25,087      23,422       25,443
    Total capitalization and liabilities    $243,616    $249,635     $233,311
                                            ========    ========     ========


                                    PAGE I-2
<PAGE>
          PROVIDENCE ENERGY CORPORATION AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED MARCH 31
                            (Unaudited)
                                                 1995        1994 
 
                                                   (thousands)
Cash provided by (used for)
Operations:
    Income after interest expense             $   9,503  $  10,571
    Items not requiring cash -
      Depreciation and amortization               5,211      4,808
      Deferred Federal income taxes                 643        290
      Amortization of investment tax credit         (79)       (79)
    Changes in assets and liabilities which
      provided (used) cash:
        Accounts receivable                     (22,667)   (36,627)
        Unbilled revenues                        (5,704)    (5,785)
        Inventories                               4,860      5,941
        Prepaid and refundable taxes                565      3,449
        Prepayments                                 904        369
        Accounts payable                          3,527     14,701
        Accrued taxes                             3,478      3,526
        Refundable gas costs                     25,252     16,301
        Accrued vacation, customer deposits
          and other                                  35        511
        Net cash provided by operations          25,528     17,976

Investment Activities:
    Expenditures for property, plant
      and equipment                              (8,249)    (6,616)
    Deferred charges and other                   (1,122)      (361)
        Total                                    (9,371)    (6,977)
Financing Activities:
    Issuance of mortgage bonds                       --     16,000
    Issuance of common stock                        593        796
    (Decrease) in long-term debt                 (1,840)      (230)
    (Decrease) in notes payable, net            (10,700)   (21,800)
    Cash dividends on common stock               (3,020)    (2,861)
    Cash dividends on preferred stock              (348)      (348)
        Total                                   (15,315)    (8,443)
Increase in cash and temporary
    cash investments                                842      2,556
Cash and cash equivalents at beginning
  of period                                       1,145      1,455
Cash and cash equivalents at end of period    $   1,987  $   4,011
                                              =========  =========
Supplemental disclosure of cash-flow information:
  Cash paid year-to-date for-
    Interest (net of amount capitalized)      $   3,590  $  2,915
    Income taxes (net of refunds)             $   1,344  $    206











                             PAGE I-3

<PAGE>






              PROVIDENCE ENERGY CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF CAPITALIZATION
                                (THOUSANDS)

                                           (Unaudited)
                                     March 31,    March 31,   September 30,
                                        1995        1994         1994     
 

Common stock equity:
  Common stock, $1 par
    Authorized - 20,000 shares
    Outstanding - 5,624 at 3/31/95
                  5,518 at 3/31/94 
                  5,581 at 9/30/94         $   5,624  $   5,518 $  5,581

  Amount paid in excess of par                53,592     52,346   53,042
  Retained earnings                           24,668     23,662   18,533
Total common stock equity                     83,884     81,526   77,156

Cumulative preferred stock of subsidiary:

  Providence Gas Company - 
  Redeemable 8.7% Series, $100 par
  Authorized - 80 shares
  Outstanding - 80 shares as of
    3/31/95, 3/31/94 and 9/30/94               8,000      8,000    8,000

Long-term debt:

  First mortgage bonds                        59,400     61,000   61,000

  Capital leases                                 924      1,399     1,164

Total long-term debt                          60,324     62,399   62,164

Less:  current portion                         2,077      2,075    2,085

Long-term debt, net                           58,247     60,324   60,079

Total capitalization                       $ 150,131  $ 149,850 $145,235
                                           =========  ========= =========









                                PAGE I-4









            PROVIDENCE ENERGY CORPORATION AND SUBSIDIARIES
              Notes to Consolidated Financial Statements




Accounting Policies

     It is the Registrant's opinion that the financial information
contained in this report reflects all normal, recurring adjustments
necessary to provide a fair statement of the results for the
periods reported; however, such results are not necessarily indicative of
results to be expected for the year, due to the seasonal nature of the
Registrant's operations.  Certain information and footnote disclosures
normally included in the consolidated financial statements prepared in
accordance with generally accepted accounting principles have been condensed
or omitted in this Form 10-Q pursuant to the rules and regulations of the
Securities and Exchange Commission.  However, the disclosures herein when
read with the annual report for 1994 filed on Form 10-K are adequate to
make the information presented not misleading.

Reclassifications

     Certain prior year balance sheet amounts have been
reclassified forconsistent presentation with the current period. 

Environmental Matters

     Federal, state and local laws and regulations establishing
standards and requirements for the protection of the environment have
increased in number and in scope within recent years.  The Registrant cannot
predict the future impact of such standards and requirements which are subject
to change and can take effect retroactively.  The Registrant continues
to monitor the status of these laws and regulations.  Such monitoring
involves the review of past activities and current operations.  To the best
of its knowledge, subject to the following paragraph, the Registrant
believes it is in substantial compliance with such laws and regulations. 
However, should future costs be incurred, related to the items mentioned
below, the Registrant anticipates recovery from third parties or through
rates.

     The Registrant has previously reported that it was aware of
four sites at which it may incur costs for environmental investigation and
possible clean-up.  With respect to one site, the Registrant expects to join
with other entities which have been designated as "potentially
responsible parties" ("PRP's") under the Comprehensive Environmental Response
Compensation and Liability Act of 1980 ("CERCLA") in entering into
an Administrative Consent Order ("ACO") with the Massachusetts
Department of Environmental Protection regarding a site in Plympton,
Massachusetts on which waste material is alleged to have been deposited by
disposal contractors employed in the past either directly or indirectly by
the Registrant and the other PRP's.  Under the proposed ACO, the share
of costs to be borne by the Registrant, pursuant to the ACO, will not be
material to the operations or the financial condition of the Registrant.  

     Additionally, the Registrant has been advised by the Rhode
Island Department of Environmental Management that no remediation will be
required on a site currently owned by the Registrant. 


                               PAGE I-5



     Based on current information, the amount of any costs for
environmental investigation and possible clean-up at the other two
sites is not anticipated to be material to the operations or financial
position of the Registrant.

     Management anticipates requesting rate relief for all costs
related to environmental matters and believes that the ultimate resolution of
these matters will not have a materially adverse effect on the
Registrant's results of operations and financial condition.

FERC Order 636
  
  Federal Energy Regulatory Commission (FERC) Order 636 and other
related orders (the Orders) have significantly changed the
structure and types of services offered by pipeline transportation companies. 
The most significant components of the restructuring occurred in
November 1993.  In response to these changes, the Registrant has
successfully negotiated new pipeline transportation and gas storage
contracts.

  At the same time, a number of contracts with gas suppliers have
been negotiated to complement the transportation and storage contracts. 
The portfolio of supply contracts is designed to be market responsive
and is diversified with respect to contract lengths, source location, and
other contract terms.  On a periodic basis, the Registrant reviews all of
its contracts to ensure a diverse, secure, flexible and economical
supply portfolio is maintained.

  To meet the requirements of the Orders, the pipelines have
incurred significant costs, collectively known as transition costs.  The
majority of these costs will be reimbursed by the pipeline customers,
including the Registrant.  Based upon current information, the Registrant
anticipates its transition costs to total between $16 million and
$19 million of which $8.3 million has been included in the Cost of Gas
Adjustment (CGA) clause and is currently being collected from
customers. 
The remaining minimum obligation of $7.7 million has been recorded
in the accompanying consolidated balance sheet along with a regulatory
asset anticipating future recovery through the CGA.

  The Registrant's ultimate liability may differ from the above
estimates based on FERC settlements with the Registrant's pipeline
transportation suppliers.  FERC has approved settlements with two
of its pipelines, which account for the bulk of its transition costs. 
Negotiations are continuing on the two additional pipelines, but
recent developments have considerably reduced the uncertainty surrounding
the two remaining pipelines.  Therefore, the Registrant believes that
its current range for transition costs is appropriate.














                                  
                              PAGE I-6

<PAGE>
ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION
           AND RESULTS OF OPERATIONS


     The Registrant's current operating revenues, operating margin
and net income for the current quarter and six month period and
operating revenues for the twelve month period have decreased, while
operating margin and net income for the twelve month period have increased
over the comparable fiscal periods last year as displayed in the table
below.

                     THREE MONTHS        SIX MONTHS         TWELVE MONTHS
                     ENDED MARCH         ENDED MARCH        ENDED  MARCH
                     1995   1994         1995  1994         1995    1994
(000's)

Operating revenues $66,162  $83,570  $115,464  $146,527  $191,715 $217,999
                   ================  ================== ==================

Operating margin   $29,317  $32,402  $ 52,493  $ 56,585  $ 83,582 $ 81,593
                   ================  ================== ==================

Net income         $ 5,848  $ 6,509  $  9,155  $ 10,223  $  7,021 $  3,893
                   ================  ================== ==================

     Factors having a direct impact on these results were:

     During the latest quarter, the Registrant experienced
unseasonably warm weather resulting in temperatures averaging 18.2 percent
warmer than last year.  This loss of heating load due to the warmer
temperatures represents a $3.3 million or 39 cents per share of common stock,
net of tax, decrease in operating margin.  

     The warmer temperatures during the current fiscal year-to-date
period have also averaged 18.4 percent warmer than last year.  As
a result, operating margin has decreased $5.8 million or 68 cents per
share of common stock, net of tax.

     The warmer than normal weather would have affected earnings
more dramatically in prior years.  However, a new rate structure
effective October 15, 1993, implementing a declining block rate structure,
implementing seasonal gas cost accounting and an increased customer
charge has reduced the Registrant's earnings sensitivity to weather
by approximately 40 to 50 percent.

    The net increase in the average number of customers for the
latest period as compared to last year was approximately 1,800 or 1.1
percent. 
The modest increase was the result of new housing construction and
conversions from other energy sources offset by shut-offs for non-
payments and housing vacancies due to a stagnant economy.

    As a result of the warm temperatures experienced during the
latest quarter, offset by a slight increase in customers, residential
sales, which provide the Registrant with its greater source of operating
margin, decreased 1,000 million cubic feet (MMcf) or 14.7 percent.

    Overall, other operating and maintenance expenses decreased,
during the current quarter versus last year, approximately $2.4 million or
16.8 percent.  The primary reasons for the decrease are attributable to
a lower uncollectible revenue provision due to the decrease in
operating revenues as a result of the warmer temperatures, a reduction in
labor and related costs resulting from the restructuring initiative that
occurred at ProvGas in June 1994 and the impact of efficiency

                              PAGE I-7



reviews as part of our continuous improvement program (CIP).  The
restructuring savings, however, will be mitigated once the
Registrant's
vacant positions have been filled.  The savings in the
uncollectible
revenue provision, labor, and efforts from the CIP initiative were
also
the major contributing factors to the six month ($2.9 million or 11
percent) and twelve month ($3.8 million or 8 percent) decrease in
operation and maintenance expenses.

     As a result of the warmer-than-normal temperatures experienced
during the latest fiscal year-to-date period, the Registrant has
initiated a temporary cost containment program.  The program was
designed
to try to recoup some of the gas margin lost due to weather by
reducing
spending on certain types of expenses.

     Taxes for the current quarter and six month periods versus
last year decreased approximately $600,000 or 8 percent and $1.3 million or
10.3 percent, respectively.  The decrease in taxes, mainly Federal
income and state gross receipts tax, was the result of lower pretax income
and lower operating revenues.

    Interest expense increased approximately $350,000 or 21
percent, $600,000 or 21 percent and $600,000 or 9.2 percent for the current
three, six and twelve month periods, respectively.  An increase in
short-term interest rates offset by a slight decrease in weighted average
short-term borrowings caused short-term interest expense to increase.  The
Registrant's long-term interest expense for the six and twelve
month periods has increased slightly as a result of the Series Q First
Mortgage Bond issuance in November 1993.

LIQUIDITY AND CAPITAL RESOURCES

     The Registrant meets seasonal cash requirements and finances
its
capital expenditures program on an interim basis through short-term
borrowings.  For example, during the latest quarter, the
Registrant's
accounts receivable and unbilled revenue have increased $7.9
million. 
These fluctuations are the result of higher monthly sales during
the
latest quarter and a moratorium on residential shut-offs during the
heating season.  Because of these increases, which negatively
impact
cashflow, the Registrant must borrow to maintain an appropriate
level of
liquidity.  Management believes its available financings are
sufficient
to meet these seasonal needs.

     The Registrant experienced an increase in its net cash
provided by operations during the latest quarter as compared to last year.  The
primary reasons for the increase were due to the collection of gas
costs from the undercollection that existed in 1994 to an overcollection
of gas costs in 1995.

     Capital expenditures for the latest fiscal year-to-date period
were $8.2 million as compared to $6.6 million last year.  The increase
in capital expenditures was for electronic meter reading equipment
associated with the Registrant's Automated Meter Reading
initiative.
Anticipated capital expenditures for the next three years are
expected to total between $45 million to $55 million. 
 
    On October 3, 1991, the Massachusetts Department of Public
Utilities (MDPU) approved a settlement order reached between the
Massachusetts Attorney General's Office and North Attleboro Gas Company.
 Due to the magnitude of the award (32 percent), the MDPU ordered North
Attleboro Gas
to phase-in the award over a five year period effective November 1,
1991. 

                              PAGE I-8


As a result, North Attleboro phased-in an annual revenue increase
of $141,137 on November 1, 1994.  The final revenue increase of
$94,445 will be phased-in on November 1, 1995.

     In February 1995, the Registrant's subsidiary, The Providence
Gas Company (ProvGas), filed for rate relief requesting an approximate
8 percent general rate increase.  If the requested rate relief is
granted in its entirety, ProvGas' annual operating revenues are expected to
increase by $14.9 million under normal weather conditions. 
However, there is no assurance that all or any portion of the requested
relief will be granted.  A decision from the Rhode Island Public Utilities
Commission on the rate request is not expected until November 1995.

     In November 1993, ProvGas received proceeds of $16 million
related to an issuance of First Mortgage Bonds, Series Q (5.62%).  The net
proceeds received from the issuance were used to pay down
short-term debt.  Short-term debt was used earlier to call long-term debt
bearing a higher interest rate.  The previous issuances called were First
Mortgage Bonds, Series L (8.85%) and the Series II Senior Debentures
(8.50%).   

     The Registrant is currently contemplating an issuance of debt
possibly within the next six to twelve months.
































                              PAGE I-9
  
  <PAGE>


           PROVIDENCE ENERGY CORPORATION AND SUBSIDIARIES


PART II.  OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security Holders

  The annual meeting of the shareholders was held on January 19,
1995 and the following nominees to the Registrant's Board of Directors were
elected as Directors for terms expiring at the time of the 1998
annual meeting by the following vote:

        Mr. Gilbert R. Bodell, Jr. 4,148,929  FOR   37,172 WITHHELD 
        Mr. Paul F. Levy           4,129,915  FOR   56,186 WITHHELD
        Ms. M. Anne Szostak        4,129,484  FOR   56,617 WITHHELD
        Mr. W. Edward Wood         4,132,103  FOR   53,998 WITHHELD

Item 6 (b).  Reports on Form 8-K

  No reports on Form 8-K were filed during the quarter for which
this report is filed.




































                              PAGE II-1










                    PROVIDENCE ENERGY CORPORATION



It is the opinion of management that the financial information
contained in this report reflects all adjustments necessary to a fair
statement ofresults for the period reported, but such results are not
necessarily indicative of results to be expected for the year due to the
seasonal nature of the Registrant's gas operations.  All accounting policies
and practices have been applied in a manner consistent with prior
periods.






                              SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.



                                      Providence Energy Corporation
                                          (Registrant)




                                          BY:/s/  Gary S.Gillheeney     
                                                  Gary S.Gillheeney   
                                                  Vice President,
                                                  Financial
                                                  and Information
                                                  Services,  
                                                  Treasurer and
                                                  Assistant
                                                  Secretary


Dated:  May 12, 1995


                              PAGE II-2
<PAGE>





                    PROVIDENCE ENERGY CORPORATION





  It is the opinion of management that the financial information
contained in this report reflects all adjustments necessary to a
fair statement of results for the period reported, but such results are
not necessarily indicative of results to be expected for the year
due to the seasonal nature of the Registrant's gas operations.  All
accounting policies and practices have been applied in a manner
consistent with prior periods.






                              SIGNATURE

  Pursuant to the requirements of the Securities Exchange Act of
1934,  the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.







                                       Providence Energy Corporation
                                          (Registrant)




                                          BY:            
      
                                              Gary S. Gillheeney    
                                              Vice President, 
                                              Financial
                                              and Information 
                                              Services,
                                              Treasurer and
                                              Assistant
                                              Secretary



Dated:  May 12, 1995









                              PAGE II-2






<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          SEP-30-1995
<PERIOD-END>                               MAR-31-1995
<CASH>                                       1,987,000
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                                0
                                  8,000,000
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</TABLE>


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