EXHIBIT 8

                                 March 16, 1998


Provident Companies, Inc.
One Fountain Square
Chattanooga, TN  37402

     Re:  Provident Financing Trust I
          7.405% Capital Securities

Ladies and Gentlemen:

          We have acted as counsel to Provident Companies, Inc., a Delaware
corporation (the "Company"), and Provident Financing Trust I, a Delaware
business trust (the "Trust"), in connection with the preparation and filing with
the Securities and Exchange Commission (the "Commission") of the Registration
Statement on Form S-3, as amended to the date hereof (the "Registration
Statement") under the Securities Act of 1933, as amended, and of the Prospectus
and Prospectus Supplement that is a part thereof with respect to 300,000
Provident Financing Trust I 7.405% Capital Securities (the "Capital
Securities").  All capitalized terms not otherwise defined herein shall have the
same meaning ascribed thereto in the Prospectus Supplement.

          In so acting, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of the Registration Statement, the
Prospectus, the Prospectus Supplement, the Amended and Restated Declaration of
Trust, the forms of Capital Securities and Common Securities, the forms of
Indenture and Guarantee Agreement (collectively, the "Agreements") and the
Officer's Certificate of the Company.  In addition, we have examined originals
or copies, certified or otherwise identified to our satisfaction, of such
corporate records, agreements, documents and other instruments, and have made
such inquiries of such officers and representatives of the Company, as we have
deemed relevant and necessary as a basis for the opinion hereinafter set forth.

          In such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to original documents of documents submitted to us as certified or
photostatic copies and the authenticity of the originals of such latter
documents.  We have further assumed (i) that the Agreements as executed and
delivered by the requisite signatories thereto will conform in substance and
form in all material respects to the respective forms thereof examined by us,
(ii) timely compliance by all parties to the Agreements to the terms thereof
(without waiver or amendment of any of the terms thereof) and (iii) that the
Agreements constitute all the agreements, arrangements and understandings
between the parties thereto with respect to the transactions contemplated
therein and that the representations and warranties contained therein are true.

          Based on the foregoing, and subject to the assumptions and
qualifications set forth herein and in the section entitled "Certain Federal
Income Tax Consequences" in the Prospectus Supplement, we are of the opinion
that:

          1.  The Trust will be classified as a grantor trust and not as an
association taxable as a corporation for U.S. federal income tax purposes.  As a
result, each beneficial owner of the

 
Provident Companies, Inc.
March 16, 1998
Page 2


Capital Securities generally will be considered for U.S. federal income tax
purposes the owner of an undivided interest in the Junior Subordinated
Debentures owned by the Trust.

          2.  The Junior Subordinated Debentures will be classified for U.S.
federal income tax purposes as indebtedness of the Company.

          3.  The discussion in the section entitled "Certain Federal Income Tax
Consequences" in the Prospectus Supplement is a fair and accurate summary of the
matters addressed therein under current law, subject to the assumptions and
conditions described therein.

          The above opinions are based on current provisions of the Internal
Revenue Code of 1986, as amended, the Treasury Regulations promulgated
thereunder (including proposed Treasury Regulations), published pronouncements
of the Internal Revenue Service, and case law, any of which may be changed at
any time with retroactive effect.  We express no opinion as to the effect on the
matters covered by this opinion of the laws of any other jurisdiction.

          We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement and to the references to our firm under
the captions "Certain Federal Income Tax Considerations" and "Legal Matters" in
the Prospectus Supplement.  This opinion may not be used for any other purpose
and may not otherwise be relied upon by, or disclosed to, any other person,
quoted or referred to.

                            Very truly yours,


                            ALSTON & BIRD LLP