EXHIBIT 4.6

                    [SPECIMEN CAPITAL SECURITY CERTIFICATE]

     This Capital Security is a Global Certificate within the meaning of the
Declaration hereinafter referred to and is registered in the name of The
Depository Trust Company (the "Depository") or a nominee of the Depository. This
Capital Security is exchangeable for Capital Securities registered in the name
of a person other than the Depository or its nominee only in the limited
circumstances described in the Declaration and no transfer of this Capital
Security (other than a transfer of this Capital Security as a whole by the
Depository to a nominee of the Depository or by a nominee of the Depository to
the Depository or another nominee of the Depository) may be registered except in
limited circumstances.

     Unless this Capital Security is presented by an authorized representative
of The Depository Trust Company (55 Water Street, New York) to Provident
Financing Trust I or its agent for registration of transfer, exchange or
payment, and any Capital Security issued is registered in the name of Cede & Co.
or such other name as requested by an authorized representative of The
Depository Trust Company and any payment hereon is made to Cede & Co., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.

CERTIFICATE NUMBER                           NUMBER OF CAPITAL SECURITIES
P-
                                               [_______________________]
                          CUSIP NO. 743863 AA 0

                   CERTIFICATE EVIDENCING CAPITAL SECURITIES
                                      OF

                          PROVIDENT FINANCING TRUST I

             7.405% CUMULATIVE TRUST PREFERRED CAPITAL SECURITIES,
                (LIQUIDATION AMOUNT $1,000 PER CAPITAL SECURITY)

     Provident Financing Trust I, a business trust created under the laws of the
State of Delaware (the "Trust"), hereby certifies that (the "Holder") is the
registered owner of (______) preferred securities of the Trust representing an
undivided beneficial interest in the assets of the Trust and designated the
Provident Financing Trust I 7.405% Capital Securities (Liquidation Amount $1,000
per Capital Security) (the "Capital Securities"). The Capital Securities are
transferable on the books and records of the Trust, in person or by a duly
authorized attorney, upon surrender of this certificate duly endorsed and in
proper form for transfer as provided in Section 5.4 of the Declaration (as
defined below). The designations, rights, privileges, restrictions, preferences
and other terms and provisions of the Capital Securities are set forth in, and
this certificate and the Capital Securities represented hereby are issued and
shall in all respects be subject to the terms and provisions of, the Amended and
Restated Declaration of the Trust, dated as of , , as

 
the same may be amended from time to time (the "Declaration"), including the
designation of the terms of Capital Securities as set forth therein. The Holder
is entitled to the benefits of the Guarantee Agreement entered into by PROVIDENT
COMPANIES, INC., a Delaware corporation, and The Chase Manhattan Bank, as
guarantee trustee, dated as of March 16, 1998, (the "Guarantee"), to the extent
provided therein. The Trust will furnish a copy of the Declaration and the
Guarantee to the Holder without charge upon written request to the Trust at its
principal place of business or registered office.

     BY RECEIPT AND ACCEPTANCE OF THIS CERTIFICATE, THE HOLDER AGREES TO BE
BOUND BY THE DECLARATION AND IS ENTITLED TO THE BENEFITS THEREUNDER.

     IN WITNESS WHEREOF, the undersigned Administrative Trustee of the Trust has
executed this certificate as of the __th day of ______, 199_.

                              PROVIDENT FINANCING TRUST I

                              By:
                                 -----------------------------------------------
                                 -----------------------------------------------
                                 Administrative Trustee


 
                                   ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned assigns and transfers this Capital
Security to:



     (Insert assignee's social security or tax identification number)


     (Insert address and zip code of assignee) and irrevocably appoints



agent to transfer this Capital Securities Certificate on the books of the Trust.
The agent may substitute another to act for him or her.

Date: ________________

Signature:
- ------------------------------------------------------------------- (Sign
exactly as your name appears on the other side of this Capital Security
Certificate)

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.