SECURITIES AND EXCHANGE COMMISSION


                              FORM 10-K

[X]  Annual Report Pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934
For the fiscal  year ended  December 31, 1995

[ ]  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  1-6701
                           PROVIDIAN CORPORATION
       (Exact name of registrant as specified in its charter)
             Delaware                               51-0108922
  (State or other jurisdiction of                (I.R.S. Employer
   incorporation or organization)                 Identification No.)
Providian Center, 400 West Market Street, Louisville, Kentucky 40202
    (Address of principal executive offices)                 (Zip Code)
Registrant's telephone number, including area code        (502) 560- 2000
Securities registered pursuant to Section 12(b) of the Act:
                                           Name of each exchange
    Title of each class                       on which registered
Common Stock, $1 par value                   New York Stock Exchange
                                            Pacific Stock Exchange
8 7/8% Cumulative Monthly Income
Preferred Shares*                            New York Stock Exchange
____________________________________________________________

*Issued by Providian LLC and the payment of dividends and payments on
liquidation or redemption are guaranteed by Providian Corporation

Securities registered pursuant to Section 12(g) of the Act: None

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 and (2) has been
subject to such filing requirements for the past 90 days.  Yes  X
No

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K.[ ]

State the aggregate market value of the voting stock held by non-
affiliates of the registrant as of March 8, 1996.
             Common Stock, $1 par value - $3,977,673,144
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of March 8, 1996.
           Common Stock, $1 par value - 93,844,698 shares
DOCUMENTS INCORPORATED BY REFERENCE
     Portions of the Annual Report for the year ended December 31,1995,
     are incorporated by reference into Parts I and II.
     Portions of the Proxy Statement for the Annual Meeting of
Stockholders to be held May 1, 1996, are incorporated by reference
into Part III.

PART 1

Item 1.   BUSINESS

                      ORGANIZATION AND SEGMENTS

Providian Corporation (the "Company"), an insurance and diversified
financial services company based in Louisville, Kentucky, was
incorporated in Delaware in 1969 by Commonwealth Life Insurance
Company ("Commonwealth Life").  The objective was to achieve earnings
growth through acquisitions of other insurance companies and, thus,
affect economies of scale and the sharing of commonly needed
resources, while preserving the strengths of acquired companies'
marketing operations.  The name of the Company was changed from
Capital Holding Corporation to Providian Corporation effective May
12, 1994.

Through affiliates of its Providian Agency Group, Providian Direct
Insurance and Providian Capital Management business units, the
Company offers accumulation, life and annuity, accident and health
and property and casualty insurance products and certain fee-based
products.  The Company's Providian Bancorp affiliates provide
consumer loans, deposits and other banking and related services and
certain fee-based products.

Providian Agency Group

By 1976, the Company had acquired Peoples Life Insurance Company
("Peoples Life") in Washington, D.C.; National Standard Life
Insurance Company ("National Standard") in Orlando, Florida; Georgia
International Life Insurance Company ("Georgia International") in
Atlanta, Georgia; Home Security Life Insurance Company ("Home
Security") in Durham, North Carolina; and several other companies
that were subsequently merged into these affiliates.  On October 1,
1985, Peoples Life and Home Security Life were merged to form Peoples
Security Life Insurance Company ("Peoples Security") with
headquarters in Durham.  On March 31, 1987, the Company sold Georgia
International to Southmark Corporation.  On April 1, 1988, National
Standard was merged into Commonwealth Life.  On September 8, 1989,
the Company acquired Southlife Holding Company and its primary
operating companies, Public Savings Life Insurance Company ("Public
Savings Insurance") and Security Trust Life Insurance Company
("Security Trust").  In December, 1991, the Company created Capital
Security Life Insurance Company ("Capital Security"), as the
successor to Public Savings Insurance.  On November 14, 1991, the
Company acquired Durham Corporation and its primary operating
company, Durham Life Insurance Company ("Durham Life"), with
headquarters in Raleigh, North Carolina.  On September 30, 1994,
Durham Life was merged into Peoples Security.  On January 31, 1996,
Capital Security was merged into Security Trust and Security Trust's
name was changed to Capital Security.  Following this merger, Agency
Group's business is conducted primarily through three affiliates:
Commonwealth Life, Peoples Security and Capital Security.

Providian Direct Insurance

In 1979, Commonwealth Life's property and casualty operation was
recapitalized, made a direct subsidiary of the Company and later
renamed Providian Property and Casualty Insurance Company ("Providian
P&C").  On December 31, 1986, the Company acquired Worldwide
Underwriters Insurance Company, which has been renamed Providian Auto
and Home Insurance Company ("Providian Auto"), located in St. Louis,
Missouri, and the personal lines property and casualty insurance
business of the Wausau Insurance Companies.  Concurrently, it made
Providian P&C a direct subsidiary of Providian Auto.  These two
affiliates, together with Providian Fire Insurance Company, a
subsidiary of Providian P&C, form the property and casualty line of
business of the Providian Direct Insurance business unit.
Item 1. (continued)

National Liberty Corporation ("National Liberty") in Valley Forge,
Pennsylvania, was acquired on January 14, 1981, and added a
nationwide direct marketing operation to what previously had been a
regional, agent based marketing system.

In addition, National Home Life Assurance Company, which has been
renamed Providian Life and Health Insurance Company ("Providian
Life") and which is domiciled in Missouri, was also acquired as
National Liberty's primary operating company, together with its
principal subsidiaries, Veterans Life Insurance Company ("Veterans
Life") and National Home Life Insurance Company of New York, which
has been renamed First Providian Life and Health Insurance Company
("First Providian").

Effective January 15, 1993, Providian Auto acquired Academy Insurance
Group ("Academy") and its affiliates.  Academy principally markets
life insurance to active duty military service personnel.

Providian Capital Management

In 1987, the group accumulation product business, previously managed
in Providian Agency Group, and the individual accumulation product
business, previously managed by National Liberty, were moved to
Providian Capital Management.  Affiliates of Providian Agency Group
and Providian Direct Insurance offer these group and individual
accumulation products.  In addition to the marketing and management
of accumulation (investment-type) products, Providian Capital
Management manages the Company's insurance-related investment
portfolios.

Providian Bancorp

In April, 1984, the Company acquired a controlling interest in First
Deposit Corporation (which, effective November 11, 1994, changed its
name to Providian Bancorp, Inc.), located in San Francisco,
California, which owns, among other subsidiaries, a grandfathered non-
bank bank (First Deposit National Bank) and a credit card bank
(Providian National Bank, which changed its name from First Deposit
National Credit Card Bank, effective January 1, 1995).  Ownership was
increased each year until 1989 when the remaining shares were
purchased.  At December 31, 1995, the Company owned 100% of the
common stock and 100% of the outstanding preferred stock of Providian
Bancorp.  These affiliates form the Providian Bancorp business unit.

Financial information about business segments is included in Item 7,
Management's Discussion and Analysis of Financial Condition and
Results of Operations.


                              PRODUCTS

Insurance

Commonwealth Life, Peoples Security, Capital Security, Providian
Life, Veterans Life, First Providian and Academy write a variety of
group and individual, nonparticipating life insurance products.
These include universal life, traditional and interest-sensitive
whole life insurance, term life insurance, accidental death and
dismemberment coverage and premium waiver disability insurance.

Item 1. (continued)

The following table reconciles total life insurance in force for the
year ended December 31, 1995:
                                         Total Life
                                     Insurance (dollars
                                        in millions)

In force at December 31, 1994             $66,074
Sales and additions                        11,833
                                         --------
                                           77,907
Terminations:
 Surrender and Conversion                   2,154
 Lapse                                      7,346
 Reinsurance                                    -
 Other                                      2,276
                                        ---------
              Subtotal                     11,776
                                        ---------
In force at December 31, 1995             $66,131  (1)
                                       ----------
                                       ----------

Number of policies in  force before
reinsurance ceded at December 31, 1995   6,581,221 (1)
                                       -----------
                                       -----------
(1)Reinsurance assumed has been included.  Reinsurance ceded has not
been deducted.


Commonwealth Life, Peoples Security, Capital Security, Providian
Life, Veterans Life, First Providian and Academy also issue an
assortment of individual and group accident and health insurance
products.  These include coverages for regular income during periods
of hospitalization, scheduled reimbursement for specific
hospital/surgical expenses and cancer treatments, hospice care,
deductible and co-payment amounts not covered by other health
insurance and lump sum payments for accidental death or dismemberment
and provide benefits for death and injury resulting from an accident.
Additionally, Providian Life offers a Medicare supplement product.

Providian Auto and its subsidiaries underwrite personal lines
automobile and umbrella liability coverages mainly for standard and
preferred risks.

Accumulation

The group line of accumulation products, offered through Commonwealth
Life, Peoples Security and Providian Life, consists of floating and
fixed rate guaranteed investment contracts ("GICs"), Trust GICs and
separate account products offered to group customers, including
pension funds, banks, mutual funds and other organizations.  The
Trust GIC product, an off-balance sheet fee-based product, permits
the plan sponsor to own and retain assets related to these contracts
and Commonwealth Life and Peoples Security provide benefit
responsiveness in the event that qualified plan benefit requests
exceed plan cash flows.

Through Providian Life, Commonwealth Life and Peoples Security, the
Company offers individual accumulation products including immediate
life annuities (primarily structured settlements), variable
annuities, single premium and flexible premium deferred annuities and
individual retirement annuities.  Single premium deferred annuities
and flexible premium deferred annuities are offered at a fixed
interest rate on either a fixed or indexed basis.  In addition,
flexible premium deferred annuities are offered on a variable
contract basis.

Item 1. (continued)

Banking

Providian Bancorp affiliates offer both secured and unsecured loan
accounts, as well as a broad range of deposit products.  The
receivables portfolio consists primarily of unsecured consumer loans
which use a VISA or MasterCard credit card as the credit extension
vehicle, a revolving cash loan product without a credit
card, a savings deposit secured line of credit using a VISA or
MasterCard credit card, a home equity secured loan product and
insurance premium finance installment loans. Deposit products include
retail and institutional certificates of deposit and money market
deposit accounts.

Other Products

Providian Bancorp has developed fee-based strategic protection
products and services such as Credit Protection, Home Protectionsm,
First Health Advantagesm and DriveProsm.  Certain of these products
are also marketed by Providian Agency Group and Providian Direct
Insurance.


                              MARKETING

Providian Agency Group markets individual insurance products solely
through agents, who call on customers in their homes to sell policies
and provide related services.  In addition, such agents market
certain of the fee-based products described above.  Substantially all
of the agents are employees of Agency Group affiliates and do not
represent other insurers.  Such representatives receive compensation
from sales commissions, and from renewal and service commissions.
The compensation arrangement is designed to reward representatives
who not only sell new policies, but who also effectively maintain and
service in-force business to meet Company sales and persistency
objectives.  In addition to its agent sales organization, marketing
partnerships have also been formed whereby products are distributed
through the insurance and marketing organizations of third parties.

Providian Direct Insurance primarily uses television and print media
solicitation, direct mail, telephone and third-party programs to
market its insurance products and certain fee-based products.
Additional mail correspondence and telephone communications are used
to follow up and close sales.  Sponsored marketing programs are
conducted through major banks, oil companies, department stores,
associations and other businesses with large customer bases.
Academy's products are marketed to active duty military personnel on
military bases through independent Agents/Counselors.  Property and
casualty products are also marketed through a portion of the home
service agents of Agency Group.

Group accumulation products of Providian Capital Management are
marketed through a small sales staff, bank trustees, municipal GIC
brokers, GIC fund managers, brokers and direct marketing.  Individual
products are marketed through financial planners, stock brokerage
firms, pension consultants, savings and loan associations, banks and
other financial institutions.

Providian Bancorp's consumer loan and deposit products are primarily
marketed using direct mail and telemarketing channels and other
direct response methods.  Insurance premium finance installment loans
are primarily marketed through agents.  Consumer credit products are
also endorsed by, or offered in connection with the products or
services of, unaffiliated third parties through joint marketing
arrangements with such third parties.

Except for Providian Agency Group's marketing partnerships
arrangements, the Company's Providian Agency Group affiliates
concentrate their marketing efforts in the Southeast and Mid-Atlantic
states, while the Providian Direct Insurance, Providian Capital
Management, Providian Agency Group (through its marketing Item

Item 1. (continued)

partnerships arrangements) and Providian Bancorp business units
market their products nationwide.

                                RISK

Risk is integral to insurance but, as is customary in the insurance
business, risk exposure is kept within acceptable limits.  The
Company's subsidiaries retain no
more than $1,000,000 of life insurance and $250,000 of accidental
death benefits for any single life.  Excess coverages are reinsured
externally.  At December 31, 1995, approximately $3.8 billion, or
approximately 5.8 percent of total life insurance in force, was
reinsured with nonaffiliated insurance companies.  The Company would
become liable for the reinsured risks if the reinsurers could not
meet their obligations.

The Company's life insurance affiliates in many cases require
evidence of insurability before issuing individual life policies
including, in some cases, a medical examination or a statement by an
attending physician.  Home office underwriters review that evidence
and approve the issuance of the policy in accordance with the
application if the risk is acceptable.   Some applicants who are
substandard risks are rejected, but many are offered policies with
higher premiums or restricted coverages.  As of December 31, 1995,
approximately 1.96 percent of life insurance in force was represented
by risks which were substandard at the time the policy was issued.
The majority of individual health insurance is Providian Direct
Insurance business and written without evidence of insurability,
relying on safeguards such as product design, limits on the amount of
coverage, and premiums which recognize the resultant higher level of
claims.

Banking Group's unsecured consumer loans are principally generated
through direct mail solicitations sent to a prescreened list of
prospective account holders, followed by credit verification.  Four
principles guide development of specific underwriting criteria for
each mailing: (i) sufficient credit history; (ii) no unacceptable
derogatory credit remarks; (iii) necessary income qualification; and
(iv) no rapid increase in outstanding debt or credit availability.

Detailed discussions about the Company's investments are included in
Note C to the Consolidated Financial Statements on pages 48 through
50 of the Company's 1995 Annual Report and Item 7, Management's
Discussion and Analysis of Financial Condition and Results of
Operations.  As a diversified financial services company, many of the
Company's assets and liabilities are monetary in nature and thus are
sensitive to changes in the interest rate environment.  Additional
information about interest rate risk is included in Item 7,
Management's Discussion and Analysis of Financial Condition and
Results of Operations.

                             REGULATION

Insurance

The business of the Company's insurance subsidiaries is subject to
regulation and supervision by the insurance regulatory authority of
each state in which the subsidiaries are licensed to do business.
Such regulators grant licenses to transact business; regulate trade
practices; approve policy forms; license agents; approve certain
premium rates; establish minimum reserve and loss ratio requirements;
review form and content of required financial statements; prescribe
the type and amount of investments permitted; and assure that
capital, surplus and solvency requirements are met.  Insurance
companies can also be required under the solvency or guaranty laws of
most states in which they do business to pay assessments up to
prescribed limits to fund policyholder losses or liabilities of
insolvent insurance companies.  They are also required to file
detailed annual reports with supervisory agencies, and records of
their business are subject to examination at any time.  Under the
rules of the National Association of Insurance Commissioners (the
"NAIC"), a self-regulatory organization of state insurance
commissioners, insurance companies are examined periodically by one
or more of the supervisory agencies.
Item 1. (continued)

The NAIC adopted, in December of 1992, a "Risk Based Capital for Life
and/or Health Insurers Model Act" (the "Model Act") which was
designed to identify inadequately capitalized life and health
insurers.  The Model Act defines two key measures: (i) Total Adjusted
Capital, which equals an insurer's statutory capital and surplus plus
its Asset Valuation Reserve, plus half its liability for policyholder
dividends, and (ii) Risk Based Capital.  Risk Based Capital is
determined by a complex formula which is intended to take into
account the various risks assumed by an insurer.  The NAIC adopted a
similar, though more elaborate model act for property/casualty
insurers in December of 1993.  Should an insurer's Adjusted Capital
fall below certain prescribed levels (defined in terms of its Risk
Based Capital), the Model Act provides for four different levels of
regulatory attention:

"Company Action Level":  Triggered if an insurer's Adjusted Capital
is less than 100% but greater than or equal to 75% of its Risk Based
Capital; requires the insurer to submit a plan to the appropriate
regulatory authority that discusses proposed corrective action.

"Regulatory Action Level":  Triggered if an insurer's Adjusted
Capital is less than 75% but greater than or equal to 50% of its Risk
Based Capital; authorizes the regulatory authority to perform a
special examination of the insurer and to issue an order specifying
corrective actions.

"Authorized Control Level":  Triggered if an insurer's Adjusted
Capital is less than 50% but greater than or equal to 35% of its Risk
Based Capital; authorizes the regulatory authority to take whatever
action it deems necessary.

"Mandatory Control Level":  Triggered if an insurer's Adjusted
Capital falls below 35% of its Risk Based Capital; requires the
regulatory authority to place the insurer under its control.

Since the Total Adjusted Capital levels of the Company's insurance
subsidiaries currently exceed all of the action levels as defined by
the NAIC's Model Acts, these Model Acts currently have no impact on
the Company's operations or financial condition.

Although the federal government does not directly regulate insurance
business, except with respect to Medicare supplement plans,
legislation and administration policies concerning premiums, age and
gender discrimination, financial services and taxation, among other
areas, can significantly affect the insurance business.

Banking

The primary regulator of Providian Bancorp's consumer banking
subsidiaries, First Deposit National Bank and Providian National
Bank,  is the Office of the

Comptroller of the Currency ("OCC").  The banks'deposits are insured
by the Bank Insurance Fund of the FDIC and accordingly, the banks are
subject to certain regulations of the FDIC.  As members of the
Federal Reserve System, the banks are also subject to regulation by
the Board of Governors of the Federal Reserve System.  Regulations of
the OCC and other applicable federal regulatory agencies affect many
areas of banking operations, including capital ratios, reserve
requirements, the payment of dividends and permitted investments.

First Deposit National Bank must comply with certain restrictions
under the Bank Holding Company Act in order to maintain its
grandfathered status.  These restrictions include a limitation on its
ability to engage in certain new activities and a 7% annual cap on
its asset growth.  Providian National Bank's charter generally limits
it activities to credit card operations.  Notwithstanding their
direct or indirect ownership of First Deposit National Bank and
Providian National Bank, neither Providian Bancorp, Inc. nor the
Company is a "bank holding company" within the meaning of the Bank
Holding Company Act.

Item 1. (continued)


The relationship between Providian Bancorp's consumer banking
subsidiaries and their customers is extensively regulated by federal
and state consumer protection laws.  The most significant laws
include the federal Truth-in-Lending, Equal Credit Opportunity, Fair
Credit Reporting and Truth-in-Savings Acts.  These laws impose
disclosure requirements when a consumer credit loan is advertised,
when it is extended and in connection with monthly billing
statements, limit the liability of credit card holders for
unauthorized use, prohibit certain discriminatory practices and limit
the manner in which consumer credit reports may be used.

Holding Company

States have enacted legislation requiring registration and periodic
reporting by insurance companies domiciled within their respective
jurisdictions that control or are controlled by other corporations so
as to constitute a holding company system.  The Company and its
subsidiaries have registered as a holding company system pursuant to
such legislation in Kentucky, Missouri, North Carolina, New York,
Illinois and New Jersey.

Insurance holding company system statutes and rules impose various
limitations on investments in subsidiaries and may require prior
regulatory approval for the payment of dividends and other
distributions in excess of statutory net gain from operations on an
annual noncumulative basis by the registered insurance company to the
holding company or its affiliates.  The NAIC is seeking changes in
state law which would further restrict the amount of dividends which
could be paid without prior approval.

Separate Accounts

Separate accounts of the Company's subsidiaries which offer
individual variable annuities are registered with the Securities and
Exchange Commission under the
Investment Company Act of 1940 and are governed by the provisions of
the Internal Revenue Code of 1986, as amended, pertaining to the tax
treatment of annuities.






Item 1. (continued)

                             COMPETITION

The insurance industry is highly competitive with over 2,000 life
insurance companies competing in the United States, some of which
have substantially greater financial resources, broader product lines
and larger staffs than the Company's insurance subsidiaries.
Additionally, life insurance companies face increasing competition
from banks, mutual funds and other financial entities for attracting
investment funds.

The Company's insurance subsidiaries differentiate themselves through
progressive marketing techniques, product features, price, customer
service, stability and reputation, as well as competitive credit
ratings.  The insurance subsidiaries maintain their competitive
position by their focus on lower risk markets and efficient cost
structure.  Other competitive strengths include integrated
asset/liability management, risk management and innovative product
engineering.

The credit card and consumer revolving loan industry business in
which Providian Bancorp's subsidiaries are engaged is highly
competitive.  The industry has recently experienced rising charge-
offs and continued competitive pressure.  Competitors continually
refine their use of advertising, target marketing, balance transfers,
pricing competition, incentive programs and changes in the terms of
certain credit cards, including lowering the rate of interest charged
on balances and adopting "tiered" or "risk-adjusted" or "performance-
based" rates under which the annual percentage rate is lowered or
raised for the issuer's most or least creditworthy customers.

In response to the competitive environment, Providian Bancorp's
subsidiaries have implemented a variety of new programs to attract
and retain customers, including reducing interest rates on selected
accounts and marketing additional fee-based products.  Providian
Bancorp's subsidiaries have generally retained the right to alter
various charges, fees and other terms with respect to consumer credit
accounts.  In addition, Providian Bancorp has experienced steady
growth in its secured loan products and is increasing its efforts to
offer additional products to underserved markets.

                              EMPLOYEES

The total number of persons employed by the Company and its
subsidiaries is approximately 8,600.

                         FOREIGN OPERATIONS

Substantially all of the Company's operations are conducted in the
United States.

ITEM 2.  PROPERTIES

Principal properties of the Company and its subsidiaries include home
offices located in Louisville, Kentucky (Commonwealth Life) and
Valley Forge, Pennsylvania (National Liberty and Providian Auto and
Home Insurance), which are owned; and Louisville, Kentucky (Providian
Corporation), Durham, North Carolina (Peoples Security and Capital
Security) and San Francisco and Pleasanton, California (Providian
Bancorp), which are leased.

ITEM 3.  LEGAL PROCEEDINGS

The last subsection titled "Legal Proceedings," of Note K -
Commitments and Contingencies on Page 57 of the 1995 Annual Report is
incorporated by reference.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

PART II

Item 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
STOCKHOLDER
        MATTERS

    Common Stock Dividend and Market Data, and Quarterly Price
    Ranges of Common Stock and Dividends Per Common Share on page 20
    and page 37 of the Annual Report for the year ended December 31,
    1995 are incorporated by reference.

Item 6. SELECTED FINANCIAL DATA

    Selected Financial Data on pages 18 and 19 of the Annual Report
    for the year ended December 31, 1995, is incorporated by
    reference.

Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND
        RESULTS OF OPERATIONS

    Consolidated Results and Analysis on pages 18 and 19, Results by
    Business Segment on pages 21 through 30, Asset Liability
    Management and Review on pages 30 through 36 and Liquidity and
    Capital Resources and Inflation on pages 36 and 37 of the Annual
    Report for the year ended December 31, 1995, are incorporated by
    reference.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

    The Consolidated Financial Statements of Providian Corporation
    and Subsidiaries included on pages 39 through 58 and Quarterly
    Financial Data on page 20 of the Annual Report for the year
    ended December 31, 1995, are incorporated by reference.

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
        AND
        FINANCIAL DISCLOSURE
    None.
PART III

Item 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

    Election of Directors on pages 3 through 5 of the Proxy
    Statement for the Annual Meeting of Stockholders to be held May
    1, 1996, is incorporated by reference.

EXECUTIVE OFFICERS OF THE REGISTRANT

Name and Age        Principal Occupation and Business Experience

Irving W. Bailey II Chairman of the Board of Directors,
Age:  54            Providian Corporation, since November 1988,
                    and Chief Executive Officer, Providian
                    Corporation, since April 1988.  President,
                    Providian Corporation, from September 1987
                    to December 1994, and Chief Operating
                    Officer, Providian Corporation, September
                    1987 to April 1988.  Executive Vice
                    President and Chief Investment Officer,
                    Providian Corporation, from February 1981 to
                    September 1987.

Shailesh J. Mehta   President and Chief Operating Officer,
Age:  46            Providian Corporation, since December 1994.
                    Executive Vice President, Providian
                    Corporation, from August 1993 to December
                    1994.  Chairman and CEO, Providian Direct
                    Insurance from August 1993 to December 1994.
                    Also, President and CEO - Providian Bancorp,
                    and Chairman of the Board, President and
                    Chief Executive Officer of Providian
                    Bancorp, Inc. and subsidiaries from April
                    1988 to January 1995.  He served as
                    Executive Vice President and Chief Operating
                    Officer of Providian Bancorp from March 1986
                    until his election as its CEO.

Robert L. Walker    Senior Vice President - Finance and Chief
Age:  45            Financial Officer, Providian Corporation,
                    since August 1993.  He served as Vice
                    President and General Counsel, Providian
                    Corporation, from December 1991 to August
                    1993, and Vice President, Corporate Tax,
                    Providian Corporation, from March 1988 to
                    December 1991.

Steven T. Downey    Vice President and Controller, Providian
Age:  38            Corporation, since November 1993.  He served
                    as Director, Finance and Accounting -
                    Providian Capital Management, from January
                    1993 to November 1993, and Second Vice
                    President and Assistant Controller,
                    Providian Corporation, from August 1991 to
                    January 1993.  Prior to joining Providian
                    Corporation, he was with Ernst & Young LLP,
                    Certified Public Accountants, from 1978 to
                    1991.

James V. Elliott    Senior Vice President and General Counsel,
Age:  51            Providian Corporation, since January 1995.
                    General Counsel, Providian Bancorp, Inc.,
                    since 1989 and a Senior Vice President,
                    Providian Bancorp, Inc., from March 1993
                    through December, 1994.  During 1993, he was
                    also responsible for Providian Bancorp's
                    emerging business operation.

EXECUTIVE OFFICERS OF THE REGISTRANT (continued)

Name and Age        Principal Occupation and Business Experience

William R. Gernert  President, Providian Capital Management,
Age:  37            since 1995. He joined Providian Corporation
                    in 1980 and spent the majority of his time
                    in the investment area, first as a fixed
                    income portfolio manager and then as head of
                    the private placements/credit department. In
                    1990, he was named head of the institutional
                    marketing group. In 1992, he was promoted to
                    Managing Director and Chief Financial
                    Officer; and in 1994, in addition to his CFO
                    responsibilities, he also resumed management
                    responsibility for the group marketing
                    group.

Lawrence Pitterman  Senior Vice President of Administration,
Age:  48            Providian Corporation, since January 1991.
                    Vice President, Human Resources, Providian
                    Bancorp, Inc. from July 1990 to December
                    1990; Vice President, Corporate
                    Communications, from 1989 to 1990; and Vice
                    President, First Deposit Savings Bank, from
                    1987 to 1989.

Robert S. Greer     Chief Operating Officer and President of
Age:  48            Agency Group since July 1995. He was
                    President of the Home Service Division of
                    United Insurance Company of America since
                    1991, while continuing to serve as President
                    of Union National Life Insurance Company and
                    Union National Fire Insurance Company since
                    1985. These companies are owned by UNITRIN,
                    Inc.

Elaine J. Robinson  Vice President and Treasurer, Providian
Age:  47            Corporation, since December 1991, Second
                    Vice President and Assistant Treasurer,
                    Providian Corporation, from November 1987 to
                    December 1991, and Second Vice President,
                    Corporate Finance, Providian Corporation,
                    from August 1987 to November 1987.

Kathy Madden        Vice President and Corporate Auditor,
Age:  35            Providian Corporation since February 1996.
                    She was Director of Corporate Audit from
                    September 1993 to February 1996. Prior to
                    joining Providian Corporation, she was with
                    Coopers and Lybrand LLP, Certified Public
                    Accountants, from 1983 to 1993.

EXECUTIVE OFFICERS OF THE REGISTRANT (continued)

Name and Age        Principal Occupation and Business Experience

Frederick        C. Vice President and Chief Investment Officer,
Kessell             Providian Capital Management, since May
Age:  47            1993.  Managing Director, Chief Investment
                    Officer - Providian Capital Management, from
                    May 1989 to May 1993, and Vice President,
                    Fixed Income Securities - Providian Capital
                    Management, Providian Corporation, from May
                    1985 to May 1989.


Julie A. Montanari  President, Emerging Business, Providian
Age:  39            Bancorp, since 1995. She joined Providian
                    Bancorp as Vice President for product
                    development in 1985. In ten years with
                    Providian Bancorp, she has had
                    responsibility for all aspects of the
                    unsecured credit business including product
                    development, credit management, marketing,
                    and operations. She has also managed
                    Providian Bancorp's home loan, strategic
                    protection and secured card businesses.

A. Sami Siddiqui    Executive Vice President - Providian
Age:  43            Bancorp, since January 1995. He originally
                    joined Providian Bancorp in 1985 as Vice
                    President, and for seven years, he managed
                    various areas of unsecured spread business,
                    including product development, market
                    management, and the marketing services
                    group.  He was later promoted to Senior Vice
                    President. He worked as an independent
                    consultant from July 1992 through December
                    1994.

David B. Smith      Senior Vice President and Chief Technology
Age:  44            Officer - Providian Bancorp, since January
                    1995. Senior Vice President of Providian
                    Direct Insurance during 1994. Started at
                    Providian Bancorp in 1986 as Vice President
                    of Systems and Operations and held
                    increasing responsibility ending as Senior
                    Vice President of Unsecured Lending in 1993.
                    Prior to joining Providian Corporation, he
                    was with Bank of America from 1975 to 1986
                    as Vice President and Risk Management
                    Director.


Item 11.    EXECUTIVE COMPENSATION

    Compensation  of  Directors and Executive  Officers  on  pages  6
    through  12  of  the  Proxy Statement for the Annual  Meeting  of
    Stockholders  to  be  held  May  1,  1996,  is  incorporated   by
    reference.

Item  l2.     SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS  AND
MANAGEMENT

    Security  Ownership of Certain Beneficial Owners  and  Management
    on  pages  1 and 2 of the Proxy Statement for the Annual  Meeting
    of  Stockholders  to  be held May 1, 1996,  are  incorporated  by
    reference.

Item 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    None.


PART IV

Item  14.     EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS  ON
FORM 8-K

        (a)(1) and (2)--The response to these portions of Item 14  is
        submitted as a separate section of this report.

        (a)(3)--The response to this portion of Item 14 is  submitted
        as a separate section of this report.

        (b)None.

    (c) Exhibits are submitted as a separate section of this report.

        (d)Financial statement schedules are submitted as a  separate
        section of this report.
                             SIGNATURES

    Pursuant to the requirements of Section 13 or 15(d) 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, in the City of Louisville, and the Commonwealth of
Kentucky, on the 21st day of February 1996:

                                       PROVIDIAN CORPORATION

                                        Irving W. Bailey II
                                        Irving W. Bailey II
                                           Chairman and
                                      Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant in the capacities indicated on the 21st day of February 1996:

        SIGNATURE                                 TITLE




        Irving W. Bailey II             Chairman, Chief Executive
        Irving W. Bailey II                Officer and Director



        Shailesh J. Mehta               President, Chief Operating
        Shailesh J. Mehta                  Officer and Director



        Robert L Walker                 Senior Vice President and
        Robert L. Walker                 Chief Financial Officer



        Steven T. Downey              Vice President and Controller
        Steven T. Downey


        John L. Clendenin                        Director
        John L. Clendenin



        John M. Cranor III                       Director
        John M. Cranor III



        Joseph F. Decosimo                       Director
        Joseph F. Decosimo



        Lyle Everingham                          Director
        Lyle Everingham
        SIGNATURE                                 TITLE



      Raymond V. Gilmartin                       Director
      Raymond V. Gilmartin



      J. David Grissom                           Director
      J. David Grissom



      Watts Hill, Jr.                            Director
      Watts Hill, Jr.



      Ned C. Lautenbach                          Director
      Ned C. Lautenbach



      F. Warren McFarlan                         Director
      F. Warren McFarlan



                                                 Director
      Martha R. Seger



      Larry  D. Thompson                         Director
      Larry D. Thompson

















                     ANNUAL REPORT ON FORM 10-K

               ITEM l4(a)(1), (2) and (3), (c) and (d)

   LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES

                    FINANCIAL STATEMENT SCHEDULES

                     LIST AND INDEX OF EXHIBITS

                    YEAR ENDED DECEMBER 31, 1995

                        PROVIDIAN CORPORATION

                        LOUISVILLE, KENTUCKY


FORM 10-K--ITEM 14(a)(1) and (2)

PROVIDIAN CORPORATION AND SUBSIDIARIES

INDEX OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES

The following Consolidated Financial Statements of Providian
Corporation and Subsidiaries, included on pages 39 through 58 of the
Annual Report for the year ended December 31, 1995, are incorporated
by reference in Item 8:

                                                      Page

     Consolidated Statements of Income -
       Years Ended December 31, 1995, 1994 and 1993     39

     Consolidated Statements of Financial Condition -
       December 31, 1995 and 1994                      40 - 41

     Consolidated Statements of Cash Flows -
       Years Ended December 31, 1995, 1994 and 1993     42

     Consolidated Statements of Shareholders' Equity -
       Years Ended December 31, 1995, 1994 and 1993      43

     Notes to Consolidated Financial Statements        44 - 58

The following financial statement schedules and the related Report of
Independent Auditors are included in Item 14(d):

     Schedule    I - Summary of Investments - Other Than Investments
                        in  Related Parties
     Schedule   II - Condensed Financial Information of Registrant
     Schedule  III - Supplementary Insurance Information
     Schedule   IV - Reinsurance

Information required in Schedule V, "Valuation and Qualifying
Accounts," is included in Note C to the consolidated financial
statements of Providian Corporation and subsidiaries, incorporated
herein by reference.  All other schedules for which provision is made
in the applicable accounting regulation of the Securities and
Exchange Commission are not required under the related instructions
or are inapplicable and, therefore, have been omitted.

REPORT OF INDEPENDENT AUDITORS



Board of Directors and Shareholders
Providian Corporation



     We have audited the consolidated financial statements of
Providian Corporation and subsidiaries listed in the accompanying
index to financial statements (Item 14(a)).  Our audits also included
the financial statement schedules listed in the index at Item 14(a).
These financial statements and schedules are the responsibility of
the Company's management.  Our responsibility is to express an
opinion on these financial statements and schedules based on our
audits.

     We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

     In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the consolidated
financial position of Providian Corporation and subsidiaries at
December 31, 1995 and 1994, and the consolidated results of their
operations and their cash flows for each of the three years in the
period ended December 31, 1995, in conformity with generally accepted
accounting principles.  Also, in our opinion, the related financial
statement schedules, when considered in relation to the basic
financial statements taken as a whole, present fairly in all material
respects the information set forth therein.

     As discussed in Note B to the consolidated financial statements,
in 1994 the Company changed its method of accounting for certain
investments in debt and equity securities.


ERNST & YOUNG LLP

/s/ Ernst and Young LLP

Louisville, Kentucky
February 5, 1996

<TABLE>
        SCHEDULE I - SUMMARY OF INVESTMENTS - OTHER THAN INVESTMENTS
                          IN RELATED PARTIES

       <CAPTION>
      PROVIDIAN CORPORATION AND
                   SUBSIDIARIES

                                   December
                                   31, 1995
                                                            Amount
                                                            Shown
                                                              in
                                                          Statements of
                                 Amortized     Market     Financial
                                     Cost       Value     Condition
Type of Investment                 (Dollars in millions)

<S>                                <C>          <C>        <C>
  Debt securities:
    Bonds:
     US government &
      government agencies         $   1,872    $ 1,934    $    1,934

      State and municipal               679        748           748

      Foreign governments               162        177           177

      Public utilities                  533        549           549

      Industrial and
        miscellaneous                  6,843      7,281        7,281
                                    --------------------------------
    Total bonds                      10,089      10,689       10,689

    Redeemable preferred stocks          15          16           16
                                    ---------------------------------
        Total debt securities        10,104      10,705        10,705
                                   ----------------------------------
                                   ----------------------------------
  Equity securities:
    Common stocks:
     Industrial and miscellaneous        26           26          26
    Nonredeemable preferred
        stocks                           436         427         427
                                    --------------------------------
      Total equity securities            462         453         453
                                    --------------------------------
                                    --------------------------------

Trading account securities         XXXXXXXXX         105         105


Commercial mortgage loans              2,740    XXXXXXXX       2,740


Residential mortgage loans            3,063    XXXXXXX         3,063


Policy loans                            454    XXXXXXXX           454


Consumer loans                        3,091    XXXXXXX          3,091


Real estate <F1>                         60      XXXXXXX           60

Other long-term investments             320    XXXXXXX            320

Short-term investments                  225    XXXXXXX            225
                                  -----------------------------------

Total Investments                 $  20,519                $   21,216
                                 ------------------------------------
                                 ------------------------------------

<FN>
<F1> Includes real estate taken in foreclosure of $52 million in our
     mortgage loan portfolio.

        SCHEDULE II--CONDENSED FINANCIAL INFORMATION OF REGISTRANT

      <CAPTION>
PROVIDIAN CORPORATION (PARENT COMPANY)

CONDENSED STATEMENTS OF FINANCIAL
CONDITION                                     December  31
                                            1995         1994
                                          (Dollars in millions)
                                         <C>            <C>
<S>
Assets
  Cash and cash equivalents              $    55      $    89
  Investments:
    Investments in and advances
      to subsidiaries <F1>                 3,841        2,673

    Short-term investments                    15           14

  Notes receivable from subsidiaries<F1>      56          364

  Accrued interest and accounts receivable
    from subsidiaries <F1>                     8           12

  Other assets                                58           48
                                          -------------------
Total assets                              $4,033      $ 3,200
                                         --------------------
                                         --------------------
Liabilities and Shareholders' Equity:

Liabilities
  Notes, accounts payable and other
    liabilities to subsidiaries <F1>     $   197      $   199

  Short-term borrowings                       50           50

   Other liabilities                          49           72

   Long-term debt                            721          694
                                         ---------------------
Total liabilities                          1,017         1,015


Redeemable cumulative preferred stock
   held by subsidiary <F1>                    55            63


Commitments and Contingencies

Shareholders' equity
  Common stock                                115           115

  Additional paid-in capital                   50            57

  Retained earnings                           420           262

  Equity in undistributed earnings
    of subsidiaries                         2,350          2,251

  Equity in net unrealized investment
    gain(loss) of subsidiaries                 359          (344)

  Common stock held in treasury - at cost     (330)         (214)

  Unearned restricted stock                     (3)           (5)


Total shareholders' equity                    2,961         2,122

                                            ---------------------
Total liabilities and shareholders' equity   $4,033      $ 3,200
                                            ---------------------
                                            ----------------------
<FN>
<F1> Eliminated in consolidation.

See notes to condensed financial
statements.


         SCHEDULE II--CONDENSED FINANCIAL
    INFORMATION OF REGISTRANT - CONTINUED

      <CAPTION>
PROVIDIAN CORPORATION (PARENT COMPANY)

CONDENSED STATEMENTS OF INCOME             Year Ended December 31
                                           1995      1994     1993
                                            (Dollars in millions)
                                          <C>        <C>       <C>
<S>
Revenues
  Dividends from subsidiaries <F1>         $270      $236      $200
  Interest on notes receivable from
    subsidiaries <F1>                        47        47        48
  Management and service fees <F1>           35        28        25
  Investment and other income, net            3         1         2
                                          -------------------------
Total revenues                              355       312       275

Expenses
  Operating expenses                         43        40        38
  Interest expense                           65        60        54
  Interest expense on notes payable to
    subsidiaries <F1>                        15        13         6
                                         --------------------------
Total expenses                              123       113        98

Income before federal income tax
  benefit and equity in undistributed net
  income from subsidiaries                  232       199       177
Federal income tax benefit                   14        17        13
                                         ---------------------------
Income before equity in undistributed
  net income of subsidiaries                246       216       190

Equity in undistributed net income
  of subsidiaries                            99        85       133
                                         ---------------------------
Net income                                 $345      $301      $323
                                         ---------------------------
<FN>                                     ---------------------------
<F1> Eliminated in consolidation.

See notes to condensed financial
statements.



          SCHEDULE II--CONDENSED FINANCIAL
     INFORMATION OF REGISTRANT - CONTINUED

      <CAPTION>
PROVIDIAN CORPORATION (PARENT COMPANY)

CONDENSED STATEMENTS OF CASH FLOWS          Year Ended December 31
                                            1995       1994    1993
                                           (Dollars in millions)
                                           <C>        <C>       <C>
<S>
Net Cash Flows provided by Operating
Activities                                   $221      $223     $199

Cash Flows from Investment Activities:
  Change in short term investments             (1)      (14)      -

  Changes in investments in and advances
    to subsidiaries <F1>                      (58)      (27)    (102)

  Changes in operating property                 -         1       (2)


Net Cash Flows used in Investment
Activities                                   (59)      (40)    (104)

Cash Flows from Financing Activities:
  Issuance of long-term debt                  111       107        -
  Repayment of long-term debt                (84)         -        -

  Redemption of preferred stock                 -      (100)       -

  Redemption of redeemable cumulative
    preferred stock <F1>                      (8)       (8)      (6)

  Purchase of common stock for treasury     (143)     (139)       -

  Dividends                                  (86)      (82)     (81)

  Proceeds from exercise of stock options      14         4        8
  Change in notes payable to subsidiaries<F1>   -       125      (14)


Net Cash Flows used in Financing
Activities                                  (196)      (93)     (93)

Net Increase (Decrease) in Cash and
  Cash Equivalents or Cash Overdraft
during Year                                  (34)       90        2
Cash and Cash Equivalents (Cash Overdraft)
  at Beginning of Year                         89       (1)      (3)

Cash and Cash Equivalents (Cash Overdraft)
  at End of Year                             $ 55      $ 89     $(1)

<FN>
<F1> Eliminated in consolidation.
See notes to condensed financial
statements.

</TABLE>
SCHEDULE II--CONDENSED FINANCIAL INFORMATION OF REGISTRANT -
CONTINUED

PROVIDIAN CORPORATION (PARENT COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

Note A  Basis of Presentation

In the parent company only condensed financial statements, the
Company's investment in subsidiaries is stated at cost plus equity in
undistributed income of subsidiaries since date of acquisition. The
condensed financial statements of the parent company should be read
in conjunction with the Consolidated Financial Statements and related
Notes of Providian Corporation and Subsidiaries.

Note B   Federal Income Tax

The Company files a consolidated federal income tax return with
certain of its subsidiaries.  The federal income tax benefit in the
accompanying condensed financial statements reflects the Company's
allocable share of the consolidated income tax provision.  See Note G
to the Consolidated Financial Statements of Providian Corporation and
Subsidiaries for a description of the components of the consolidated
federal income tax provision.

Note C  Note Payable to Providian LLC

In May 1994, Providian LLC was formed and capitalized through the
purchase of common shares by the Company. On May 12, 1994 Providian
LLC completed the issuance of 4,000,000 shares of Cumulative Monthly
Income Preferred Stock (MIPS) at $25 per share. The total proceeds of
$126,600,000 from the issuance of the MIPS and the common stock were
subsequently lent to the Company to provide permanent funding for the
redemption of the Company's Adjustable Rate Cumulative Preferred
Stock, Series F. The note receivable from the Company that results
from such loans constitutes the only material assets of Providian
LLC.  The MIPS are redeemable at the option of Providian LLC (with
the Company's consent) in whole or in part on or after May 31, 1999
at a redemption price of $25 per share plus accumulated and unpaid
dividends.  Upon liquidation of Providian LLC, the holders of the
MIPS are entitled to $25 per share plus accumulated and unpaid
dividends.  The MIPS pays monthly dividends at an annual rate of
8.875 percent.  The Company has unconditionally guaranteed all
legally declared and unpaid dividends of Providian LLC. The note
payable to Providian LLC is included in Notes, accounts payable and
other liabilities to subsidiaries in the accompanying Condensed
Statement of Financial Condition.

Note D   Long-Term Debt

Long-term debt of the Company at December 31, 1995 and 1994 consisted
of Debentures and Notes in the amount of $720,830,000 and
$694,250,000, respectively.  See Note H to the Consolidated Financial
Statements of Providian Corporation and Subsidiaries for a
description of the terms and aggregate maturities of the Company's
long-term debt.

SCHEDULE II--CONDENSED FINANCIAL INFORMATION OF REGISTRANT -
CONTINUED

PROVIDIAN CORPORATION (PARENT COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

Note E  Common Stock

During 1995 and 1994, the Company announced plans to repurchase a
total of 9.5 million shares of the Company's common stock on the open
market. Through December 31, 1995, the Company repurchased 8,244,000 shares
(3,910,000 shares in 1995 and 4,334,000 shares in 1994) at an
aggregate cost of $281,990,000 ($143,199,000 in 1995 and $138,791,000
in 1994).  Between January 1, 1996 and February 5, 1996, the Company
repurchased an additional 639,000 shares at an aggregate cost of
$27,017,000.

Note F  Preferred Stock

The Company has 6,000,000 shares of preferred stock, par value $5,
authorized for issuance in series.

Redeemable Cumulative Preferred Stock Held By Subsidiary
The Company has designated 667,400 shares of preferred stock as
redeemable cumulative preferred stock to be issued in different
series with varying annual dividend rates.  The shares outstanding at
December 31, 1995 and 1994 were 547,400 and 627,400, respectively.
The subsidiary has the right, on an annual basis, to waive receipt of
dividends and has waived any dividends payable through 1995.  The
characteristics of the redeemable preferred stock are as follows:

                                    Shares outstanding
        Dividend   Shares    Year      at December 31     Period
Series    rate   authorized  issued   1995     1994     redemption

   B     12.25%     41,000  1980    41,000     49,200  1991-2000
   C     14.00%     90,000  1981    90,000    105,000  1992-2001
   D     15.00%     70,000  1982    70,000     80,000  1993-2002
   E     14.25%    105,000  1982    105,00    120,000  1993-2002
                                         0
   G     12.00%    211,000  1983    91,000    104,000  1993-2002
   H     11.50%     80,000  1984    80,000     90,000  1994-2003
   I     12.00%     70,400  1984    70,400     79,200  1994-2003
                   667,400         547,400    627,400


Mandatory pro-rata sinking fund payments are required to redeem 10%
of each series of redeemable preferred stock annually, beginning
approximately ten years after issuance at $100 per share.  As the
shares are redeemed, they are retired thereby reducing the total
authorized shares of each series.  The Company redeemed the following
shares of cumulative preferred stock in 1995:  8,200 of the Series B;
15,000 of the Series C; 10,000 of the Series D; 15,000 of the Series
E; 13,000 of the Series G; 10,000 of Series H; and 8,800 of Series I.
The aggregate amount of mandatory pro-rata sinking fund payments
required for redemption of the redeemable preferred stock in each of
the following years are:  1996-$8,000,000; 1997-$8,000,000;
1998-$8,000,000, 1999-$8,000,000 and 2000-$8,000,000.  The Company
shall have the annual non-cumulative option to double any sinking
fund payment subject to an aggregate limitation of 25% of the total
issue.  The redeemable preferred stock is non-callable for
approximately ten years and callable thereafter at $105 per share
plus accrued dividends.  However, in the event the Company is
required to obtain approval of a specified percentage of the holders
of the issue to effect a merger, consolidation, or sale of assets and
such

SCHEDULE II--CONDENSED FINANCIAL INFORMATION OF REGISTRANT -
CONTINUED

PROVIDIAN CORPORATION (PARENT COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

approval is denied, then the Company may redeem the preferred stock
in its entirety at $100 per share plus accrued dividends.

Adjustable Rate Cumulative Preferred Stock
On March 2, 1994, the Company redeemed, at face value, all 1,000,000
shares of its Series F, Adjustable Rate Cumulative Preferred Stock,
at $100 per share plus accrued and unpaid dividends through the date
of redemption.

Note G   Management and Service Fees

The Company provides its subsidiaries with general management
support, including services in the data processing, human resources,
legal and financial areas.  The related charges are billed to the
subsidiaries being serviced as management fees, and are computed
using various allocation methods which are, in the opinion of
management, reasonable in relation to services rendered.

Note H   Contribution of Note Receivable to Subsidiary

On December 29, 1995, the Company made a non-cash investment of
$307.7 million into one of its wholly-owned subsidiaries. This
investment was made through the contribution to the subsidiary of a
note receivable held by the Company.

<TABLE>
SCHEDULE III - SUPPLEMENTARY INSURANCE INFORMATION

      <CAPTION>
PROVIDIAN CORPORATION AND SUBSIDIARIES

Year Ended December 31, 1995 - (Dollars in millions)


                       Deferred                           Policy
                       policy & loan                      and
                       acquisition  Benefit      Unearned contract Premium
    Segment            costs<F1>    reserves<F2> premiums claims   income
<S>                   <C>           <C>          <C>      <C>      <C>
Providian Agency Group:
  Life                $   801       $ 2,496      $   -    $  19    $ 359
  Health                   72        103                     15       60
  Other product lines       2        191                      3       28                                16       5
                      -----------------------------------------------------
    Total                 875      2,790                     37      447

Providian Direct
Insurance:
  Life                    477         739                    22      320
  Health                  223         109                    26      180
  Property & casualty      55                   55          118      175
  Other product lines       6          31                     1        7
                      -----------------------------------------------------
     Total                761         879       55          167      682

Providian Bancorp          35
Providian Capital
 Management                64      12,692                     2       66
Corporate and Other         2
                     -------------------------------------------------------
   Consolidated      $  1,737    $ 16,361     $ 55        $ 206    1,195
                    ========================================================
</TABLE>

<TABLE>
SCHEDULE III - SUPPLEMENTARY INSURANCE INFORMATION

      <CAPTION>
PROVIDIAN CORPORATION AND SUBSIDIARIES

Year Ended December 31, 1995 - (Dollars in millions)

                                  Benefits     Amortization
                                  claims, and  of deferred Commissions
                        Net       increase in  policy      and
                       investment benefit      acquisition expenses, Premiums
    Segment            income<F3> reserves<F4> costs<F5>   net <F3>  written
<S>                   <C>           <C>          <C>      <C>       <C>
Providian Agency Group:
  Life                  $  261     $  268       $  76       $    96
  Health                    10         43          10            17    $ 60
  Other product lines       18         32                        16       5
                      -----------------------------------------------
    Total                  289         34          86           129

Providian Direct
Insurance:
  Life                      65        220           55            37
  Health                    13         83           39            38     182
  Property & casualty       16        143           11            31     177
  Other product lines        3          6            1             5
                      -------------------------------------------------
     Total                  97        452          106           111

Providian Bancorp          457        106           16           432
Providian Capital
 Management                968        856           35            59
Corporate and Other         50                      (2)           33
                     -----------------------------------------------------
   Consolidated        $ 1,861    $ 1,757      $   241        $  764
                     ===================================================
</TABLE>

<TABLE>
SCHEDULE III SUPPLEMENTARY INSURANCE INFORMATION

<CAPTION>
PROVIDIAN CORPORATION AND SUBSIDIARIES

Year Ended December 31, 1994 - (Dollars in millions)


                         Deferred                            Policy
                         policy & loan                       and
                         acquisition  Benefit      Unearned contract Premium
  Segment                costs <F1>   reserves<F2> premiums claims   income
<S>                      <C>         <C>           <C>      <C>      <C>
Providian Agency Group:
  Life                   $ 806       $ 2,361       $        $ 16      $ 348
  Health                    75           102                  14         62
  Other product lines        2           193                   3         30
                        -----------------------------------------------------
    Total                  883         2,656                  33        440
Providian Direct
Insurance:
  Life                     444        681                  21          308
  Health                   213        115                  27          186
  Property & casualty       48                     53     119          176
  Other product lines        7         32                   1            6
                       ------------------------------------------------------
     Total                 712        828          53     168          676

Providian Bancorp           23
Providian Capital
Mangement                  145     12,638                   2           25
Corporate and Other                     1
                      -----------------------------------------------------
   Consolidated       $  1,765   $ 16,123       $  53  $  203       $1,141
                      =====================================================
</TABLE>

<TABLE>
SCHEDULE III SUPPLEMENTARY INSURANCE INFORMATION

<CAPTION>
PROVIDIAN CORPORATION AND SUBSIDIARIES

Year Ended December 31, 1994 - (Dollars in millions)

                                 Benefits     Amortization
                                 claims, and  of deferred  Commissions
                       Net       increase in  policy       and
                       investment benefit      acquisition expenses, Premiums
  Segment              income<F3> reserves<F4> costs <F5>  net <F3>  written
<S>                    <C>        <C>          <C>         <C>      <C>
Providian Agency Group:
  Life                   $ 252    $   249       $  78       $  94
  Health                     9         44           7          16     $ 63
  Other product lines       19         40                      13        6
                       ------------------------------------------
    Total                  280        333          85         123
Providian Direct
Insurance:
  Life                      61         216          52          41
  Health                    13          82          37          40      189
  Property & casualty       16         143           9          33      175
  Other product lines        3           6           1           6
                       -------------------------------------------------
     Total                  93         447          99         120

Providian Bancorp          322          71          40         301
Providian Capital
Mangement                  848         681          42          48
Corporate and Other         52                                  30
                      --------------------------------------------------
   Consolidated         $1,595    $  1,532        $ 270      $ 622
                      ===================================================
</TABLE>



<TABLE>
SCHEDULE III - SUPPLEMENTARY INSURANCE INFORMATION

      <CAPTION>
PROVIDIAN CORPORATION AND SUBSIDIARIES

Year Ended December 31, 1993 - (Dollars in millions)


                       Deferred                          Policy
                       policy & loan                     and
                       Acquisition  Benefit     Unearned contract Premium
   Segment             costs <F1>  reserves<F2> premiums claims   income
<S>                   <C>         <C>          <C>      <C>       <C>
Providian Agency Group:
  Life                 $    767    $ 2,257     $         $ 19      $ 344
  Health                     72        102                 14         66
  Other product lines         3        187                  4         37
                       ---------------------------------------------------
    Total                   842      2,546                 37        447

Providian Direct
 Insurance:
  Life                      417        622                 21        299
  Health                    209        125                 32        198
  Property & Casualty        35                   47      116        144
  Other product lines        12         32                  1          7
                        --------------------------------------------------
     Total                  673        779        47      170        648

Providian Bancorp            33
Providian Capital
 Management                 109     11,718                  2         71
Corporate and Other                      4                  2          2
                       ---------------------------------------------------
   Consolidated        $  1,657    $15,047      $ 47   $  211    $ 1,168
                      ====================================================

</TABLE>


<TABLE>
SCHEDULE III - SUPPLEMENTARY INSURANCE INFORMATION

      <CAPTION>
PROVIDIAN CORPORATION AND SUBSIDIARIES

Year Ended December 31, 1993 - (Dollars in millions)


                                  claims, and  of deferred Commissions
                        Net       increase in  policy      and
                       investment benefit      acquisition expenses, Premiums
   Segment             income<F3> reserves<F4> costs<F5>   net<F3>   written
<S>                    <C>       <C>           <C>        <C>       <C>
Providian Agency Group:
  Life                  $  249    $ 239        $   74      $   96
  Health                     9       47             7          15       $ 65
  Other product lines       23       45             0          15         11
                       --------------------------------------------
    Total                  281      331            81         126

Providian Direct
 Insurance:
  Life                      61      207            51          48
  Health                    14       82            38          45         200
  Property & Casualty       16      117             7          29         146
  Other product lines        4        7             6          14
                       ---------------------------------------------
     Total                  95      413           102         136

Providian Bancorp          317       85            81         236
Providian Capital
 Management                724       608           39          52
Corporate and Other         44       (5)                       24
                       --------------------------------------------
   Consolidated         $1,461  $  1,432         $ 303     $  574
                      ==============================================


<FN>
<F1> Includes value of insurance in force purchased
<F2> Includes policyholder contract deposits
<F3> See Note N to the Consolidated Financial Statements of Providian
     Corporation and Subsidiaries for a description
     of the basis used in the allocation of net investment income and expenses.
<F4> Includes policyholder interest on investment-type contracts, interest
     on banking deposits and interest on related
     hedging instruments.
<F5> Includes amortization of value of insurance in force purchased.

</TABLE>


FORM 10-K--ITEM 14(a)(3) AND (c)

PROVIDIAN CORPORATION AND SUBSIDIARIES

LIST AND INDEX OF EXHIBITS

Reference
Number Per                                           Exhibit
Exhibit Table Description of Exhibit                 Number   Page

     (3)      Certificate of Incorporation as          3.1      -
              amended on December 5, 1995.
              (Provided as part of electronic
              submission.)

     (3)      By-Laws of Providian Corporation as      3.2      -
              amended on February 17, 1988.
              (Incorporated by reference as
              Exhibit 3.3 of the Company's Annual
              Report on Form 10-K for the year
              ended December 31, 1989, SEC File
              No. 1-6701.)

     (4)      Indenture dated April 1, 1983            4.1      -
              between the Company and Connecticut
              National Bank (as successor to
              National Westminster Bank USA) for
              Debt Securities (which now are 8
              3/4% Sinking Fund Debentures due
              January 15, 2017 and Medium Term
              Notes due 1995 to 2022).
              (Incorporated by reference as
              Exhibit 4.2 to Registration
              Statement on Form S-3, Registration
              No. 2-82957 filed with the
              Commission on April 8, 1983.)

     (4)      Supplemental Indenture, dated            4.2      -
              September 1, 1989, between the
              Company and Connecticut National
              Bank (as successor to National
              Westminster Bank USA), Supplements
              the Indenture dated April 1, 1983,
              between the Company and Connecticut
              National Bank (as successor to
              National Westminster Bank USA).
              (Incorporated by reference as
              Exhibit 4.1 of Form 8-K dated
              September 18, 1989, SEC File No. 1-
              6701.)

     (4)      Providian Corporation 1987               4.3      -
              Shareholder Rights Agreement as
              amended on November 4, 1992.
              (Incorporated by reference as
              Exhibit 4.5 of the Company's Annual
              Report on Form 10-K for the year
              ended December 31, 1992, SEC File
              No. 1-6701.)
FORM 10-K--ITEM 14(a)(3) AND (c)

PROVIDIAN CORPORATION AND SUBSIDIARIES

LIST AND INDEX OF EXHIBITS (CONTINUED)


Reference
Number Per                                           Exhibit
Exhibit Table Description of Exhibit                 Number   Page

     (4)      Indenture between the Company and        4.4      -
              First Trust of New York (successor-
              in-interest to  Morgan Guaranty
              Trust Company of New York), as
              Trustee, dated as of January 1,
              1994.  (Incorporated by reference as
              Exhibit 4.4 of the Company's Annual
              Report on Form 10-K for the year
              ended December 31, 1993, SEC File
              No. 1-6701.)

     (4)      Payment and Guarantee Agreement        4.5       -
              dated as of May 12, 1994 between
              Providian LLC and the Company.
              (Incorporated by reference as
              Exhibit 4.1 of Form 8-K dated May
              12, 1994, SEC File No. 1-6701.)

     (4)      Terms of the 8 7/8% Cumulative         4.6       -
              Monthly Income Preferred Stock dated
              as of May 15, 1994.  (Incorporated
              by reference as Exhibit 4.2 of Form
              8-K dated May 12, 1994, SEC File No.
              1-6701.)

    (10)      Providian Corporation 1981 Stock       10.1      -
              Option Incentive Plan, through
              August 7, 1991.  (Incorporated by
              reference as Exhibit 10.1 of the
              Company's Annual Report on Form 10-K
              for the year ended December 31,
              1990, SEC File No. 1-6701.)*

    (10)      1991 amendments to 1981 Stock Option   10.2      -
              Incentive Plan and 1989 Stock Option
              Plan.  (Incorporated by reference as
              Exhibit 10.2 of the Company's Annual
              Report on Form 10-K for the year
              ended December 31, 1991, SEC File
              No. 1-6701.)*

    (10)      Providian Corporation 1981 Tax-        10.3      -
              Qualified Stock Option Plan, as
              amended.  (Incorporated by reference
              as Exhibit 10.2 of the Company's
              Annual Report on Form 10-K for the
              year ended December 31, 1990, SEC
              File No. 1-6701.)*

    (10)      Employment Agreement between the       10.4      -
              Company and Irving W. Bailey II.
              (Incorporated by reference as
              Exhibit 10.6 of the Company's Annual
              Report on Form 10-K for the year
              ended December 31, 1987, SEC File
              No. 1-6701.)*
FORM 10-K--ITEM 14(a)(3) AND (c)

PROVIDIAN CORPORATION AND SUBSIDIARIES

LIST AND INDEX OF EXHIBITS (CONTINUED)


Reference
Number Per                                           Exhibit
Exhibit Table Description of Exhibit                 Number   Page

    (10)      Descriptions of Company's Management   10.5      -
              Incentive Plan, Providian Bancorp's
              Annual Incentive Plan and Company's
              Long-Term Incentive Plan.
              (Incorporated by reference to the
              descriptions of the Incentive
              Compensation Plans as described on
              Pages 6 and 7 of the Proxy Statement
              for the Annual Meeting of
              Stockholders held May 1, 1992, SEC
              File No. 1-6701.)*

    (10)      Providian Corporation 1989 Stock       10.6      -
              Option Plan, through August 7, 1991.
              (Incorporated by reference as
              Exhibit 10.6 of the Company's Annual
              Report on Form 10-K for the year
              ended December 31, 1990, SEC File
              No. 1-6701.)*

    (10)      Amendment to Employment Agreement      10.7      -
              between the Company and Irving W.
              Bailey II.  (Incorporated by
              reference as Exhibit 10.7 of the
              Company's Annual Report on Form 10-K
              for the year ended December 31,
              1989, SEC File No. 1-6701.)*

    (10)      Employment Agreements between the      10.8      -
              Company and Shailesh J. Mehta and
              Lawrence Pitterman.  (Incorporated
              by reference as Exhibit 10.9 of the
              Company's Annual Report on Form 10-K
              for the year ended December 31,
              1990, SEC File No. 1-6701.)*

    (10)      Employment Agreements between the      10.9      -
              Company and Frederick C. Kessell and
              Robert L. Walker.  (Incorporated by
              reference as Exhibit 10.11 of the
              Company's Annual Report on Form 10-K
              for the year ended December 31,
              1991, SEC File No. 1-6701.)*

    (10)      Providian Bancorp Equity Unit Plan.   10.10      -
              (Incorporated by reference as
              Exhibit 10.12 of the Company's
              Annual Report on Form 10-K for the
              year ended December 31, 1991, SEC
              File No. 1-6701.)*

FORM 10-K--ITEM 14(a)(3) AND (c)

PROVIDIAN CORPORATION AND SUBSIDIARIES

LIST AND INDEX OF EXHIBITS (CONTINUED)

Reference
Number Per                                          Exhibit
Exhibit Table  Description of Exhibit               Number    Page

    (10)      Providian Corporation Deferred        10.11      -
              Compensation Plan for Deferral of
              Payments under the Providian
              Corporation Management Incentive
              Plan.  (Incorporated by reference as
              Exhibit 10.13 of the Company's
              Annual Report on Form 10-K for the
              year ended December 31, 1991, SEC
              File No. 1-6701.)*

    (10)      Providian Corporation Deferred        10.12      -
              Compensation Plan under the
              Providian Corporation Long-Term
              Incentive Plan.  (Incorporated by
              reference as Exhibit 10.14 of the
              Company's Annual Report on Form 10-K
              for the year ended December 31,
              1991, SEC File No. 1-6701.)*

    (10)      Providian Bancorp Deferred            10.13      -
              Compensation Plan under the
              Providian Bancorp Annual Incentive
              Plan.  (Incorporated by reference as
              Exhibit 10.15 of the Company's
              Annual Report on Form 10-K for the
              year ended December 31, 1991, SEC
              File No. 1-6701.)*

    (10)      Descriptions of Providian             10.14      -
              Corporation Supplemental Non-
              qualified Thrift Savings Plan and
              Non-qualified Pension Agreements.
              (Incorporated by reference to the
              descriptions of the Retirement Plans
              and Thrift Savings Plan as described
              on pages 7 through 9 of the Proxy
              Statement for the Annual Meeting of
              Stockholders held May 1, 1992, SEC
              File No. 1-6701.)*

    (10)      Providian Corporation Stock           10.15      -
              Ownership Plan (Incorporated by
              reference as Exhibit 10.17 of the
              Company's Annual Report on Form 10-K
              for the year ended December 31,
              1992, SEC File No. 1-6701.)*

    (10)      1994 Amendments to 1989 Stock Option  10.16      -
              Plan.  (Incorporated by reference as
              Exhibit 10.17 of the Company's
              Annual Report on Form 10-K for the
              year ended December 31, 1994.)*

    (10)      Employment Agreement between the      10.17      -
              Company and James V. Elliott.
              (Incorporated by reference as
              Exhibit 10.18 of the Company's
              Annual Report on Form 10-K for the
              year ended December 31, 1994.)*

FORM 10-K--ITEM 14(a)(3) AND (c)

PROVIDIAN CORPORATION AND SUBSIDIARIES

LIST AND INDEX OF EXHIBITS (CONTINUED)

Reference
Number Per                                          Exhibit
Exhibit Table  Description of Exhibit                Number    Page


    (10)      Operating and Policy Committee        10.18      -
              Deferred Compensation Plan.
              (Incorporated by reference as
              Exhibit 10.19 of the Company's
              Annual Report on Form 10-K for the
              year ended December 31, 1994.)*

    (10)      Employment agreement between the      10.18      -
              Company and William R. Gernert.
              (Incorporated by reference as
              Exhibit 10.1 of the Company's
              Quarterly Report on Form 10-Q for
              the period ended June 30, 1995.)*

    (10)      Employment agreements between the     10.19      -
              Company and Julie A. Montanari and
              Robert S.Greer. (Provided as part of
              electronic transmission.)*

    (10)      Providian Corporation's 1995 Stock    10.20      -
              Option Plan. (Incorporated by
              reference as Appendix A of the
              Company's 1995 Proxy Statement.)

    (10)      Revolving Credit Facility Agreement   10.21      -
              between the Company and various
              domestic and international banks,
              effective date August 21, 1995.
              (Provided as part of electronic
              submission.)

    (10)      Revolving Credit Agreement between    10.22      -
              Providian Bancorp, Inc. and various
              domestic and international banks, as
              amended and restated on October 10,
              1995. (Provided as part of
              electronic submission.)

    (12)      Computation of ratio of earnings to    12.1     37
              fixed charges (Provided as part of
              electronic transmission.)

    (13)      Portions of the Annual Report for      13.1      -
              the year ended December 31, 1995.
              (Provided as part of electronic
              transmission.)

FORM 10-K--ITEM 14(a)(3) AND (c)

PROVIDIAN CORPORATION AND SUBSIDIARIES

LIST AND INDEX OF EXHIBITS (CONTINUED)

Reference
Number Per                                          Exhibit
Exhibit Table Description of Exhibit                Number    Page


    (21)      List of subsidiaries.  (Provided as    21.1     39
              part of electronic transmission.)

    (23)      Consent of independent auditors.       23.1     42
              (Provided as part of electronic
              transmission.)

    (27)      Financial Data Schedule.  (Provided    27.1      -
              as part of electronic transmission.)

*  This  indicates  a  management contract or  compensatory  plan  or
arrangement.