PROVIDENCE ENERGY CORP, RW, 1996-12-03

PROVIDENCE ENERGY CORP
RW, 1996-12-03
NATURAL GAS DISTRIBUTION

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                            HINCKLEY, ALLEN & SNYDER

                              One Financial Center
                                Boston, MA 02110



                                                     December 3, 1996


Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC  20549

Re:      Providence Energy Corporation  Application for Withdrawal From Listing 
         of Securities Pursuant to
         Schedule 12 (d) of the Securities Act of 1934 and Rule 12d 2-2(d)

Dear Sirs:

         Pursuant to the regulations of the Securities and Exchange  Commission,
submitted  herewith for filing on behalf of Providence  Energy  Corporation (the
"Company")  is  the  Company's   Application  for  Withdrawal  From  Listing  of
Securities Pursuant to Schedule 12(d) of the Securities Act of 1934 and Rule 12d
2-2(d).  This  filing  is being  effected  by direct  transmission  on the EDGAR
system.

         We  understand  that  there  is no  longer  a filing  fee  required  in
connection with this filing.


                                                     Very truly yours,



                                                     Margaret D. Farrell

MDF/kc
Enclosure