Item 2.02 Results of Operations and Financial Condition.

The following information is being provided pursuant to Item 2.02. Such information, including Exhibit 99.1 attached hereto, should not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

On October 22, 2008, The Providence Service Corporation (the "Company") issued a press release containing certain financial information for the quarter ended September 30, 2008 and announcing that it is withdrawing its revenue and earnings guidance for the year ending December 31, 2008. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 2.06 Material Impairments.

As a result of the declining market price of the Company's common stock during the three months ended September 30, 2008, the Company initiated an analysis of its goodwill to determine if it had an impairment loss as required under Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets". On October 22, 2008, the Company determined that the goodwill amount related to its acquisition of Charter LCI Corporation (a provider of non-emergency transportation management services known as LogistiCare) in December 2007 was impaired as of September 30, 2008. As such, the Company anticipates it will record a non-cash impairment charge to earnings of between $90 million and $120 million for the three months ended September 30, 2008.

Item 7.01 Regulation FD Disclosure.

The following information is being provided pursuant to Item 7.01. Such information, including Exhibit 99.1 attached hereto, should not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

The information contained under Item 2.02 is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Company's Press Release dated October 22, 2008.

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