On November 18, 2008, the Board of Directors (the "Board") of The Providence Service Corporation (the "Company") appointed Craig A. Norris as a member of the Board effective immediately. Mr. Norris, age 41, currently serves as the Company's Chief Operating Officer. He has not been appointed to serve on any committee of the Board. The appointment of Mr. Norris fills a vacancy on the Board left by a Class 1 director in April 2008. Mr. Norris' term as a Class 1 director expires in 2010.

On November 20, 2008, the Board of Directors of the Company approved amended and restated bylaws for the Company (the "Restated Bylaws"). The Restated Bylaws are attached as Exhibit 3.1 to this Current Report on Form 8-K.

The Restated Bylaws amend the prior bylaws of the Company in the following principal respects:

• Article I, Section 1.03 (Special Meetings of Stockholders). This Section was amended to, among other things, prescribe the information that must be included in a request from stockholders for the Board to call a special meeting. The amendment requires the request to include, among other things, the purpose of the special meeting and information about the requesting stockholders, including information with respect to the requesting stockholder's ownership of the Company's capital stock. In addition, while this Section, as amended, continues to permit stockholders of record of shares representing at least fifty percent (50%) of the combined voting power of then outstanding shares of stock of the Company entitled to vote in the election of directors to request that a special meeting be called, it includes certain procedural requirements with respect to such requests. To safeguard the resources of the Company from the substantial administrative and financial burdens, and disruptive effects, that serial stockholder meetings on the same matter would impose on the Company, this Section provides, among other things, that the Board would not be required to call a special meeting at the request of a stockholder, if (i) an identical or substantially similar item (a "Similar Item) was presented at any meeting of stockholders held within one hundred twenty (120) days prior to receipt by the Company of the special meeting request, or (ii) a Similar Item is included in the Company's notice of meeting as an item of business to be brought before a stockholders' meeting that has been called but not yet held. In addition, the Board would not be required to call a special meeting if (i) the request for a special meeting is received by the Company during the period commencing ninety (90) days prior to the first anniversary of the date of the immediately preceding annual meeting and ending on the date of the next annual meeting, or (ii) the special meeting request relates to an item that is not a proper subject for stockholder action under the Delaware General Corporation Law, as amended (the "DGCL").

• Article I, Section 1.04 (Conduct of Stockholders' Meetings). This Section was amended to provide that the Board and the chairman of any stockholders' meeting shall have the authority to adopt such rules or regulations for the conduct of meetings of stockholders as are deemed necessary, appropriate or convenient for the proper conduct of the meeting.

• Article I, Section 1.05 (Adjournment of Meetings). This Section was amended to permit adjournments of stockholders' meetings to be called by the chairman of the meeting or the holders of a majority of the votes entitled to be cast by stockholders who are present in person or by proxy at the meeting whether or not a quorum exists..

• Article II, Section 2.02(a) (Notice of Nominations for Directors - Annual Meetings of Stockholders). This Section was amended to require that stockholders seeking to nominate persons for election to the Board at an annual meeting of stockholders to deliver a timely and proper advance written notice to the Company. As amended, this Section provides that, to be timely, such notice must be received by the Company's Corporate . . .

On November 21, 2008, the Company issued a press release announcing its focus on several strategic options to enhance shareholder value. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.

The information in this Current Report on Form 8-K under this Item 7.01 (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and shall not be deemed to be "filed" for purposes of Section 11 and 12(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), or Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section. Furthermore, the information contained in Exhibit 99.1 shall not be deemed to be incorporated by reference into the Company's filings under the Securities Act or the Exchange Act.

As discussed above, on November 20, 2008, the Board adopted various amendments to the Bylaws. Included among such amendments to the Bylaws are amendments requiring stockholders intending to (i) nominate persons for election to the Company's Board of Directors at a meeting of stockholders, or (ii) bring other business before a meeting of stockholders (other than proposals sought to be included in the Company's proxy statement pursuant to Rule 14a-8 under the Exchange Act) to provide the Company with timely and proper notice of such intention.

Pursuant to the Restated Bylaws, in order for a stockholder to bring a proposal (other than proposals sought to be included in the Company's proxy statement pursuant to Rule 14a-8 under the Exchange Act) before, or make a nomination at, the Company's 2009 annual meeting of stockholders, such stockholder must deliver a written notice of notice of such proposal and/or nomination to, or it must be mailed and received by, the Company's Corporate Secretary at the principal executive offices of the Company, located at 5524 East Fourth Street, Tucson, Arizona 85711, no earlier than the close of business on January 21, 2009, and not later than the close of business on February 20, 2009, assuming the Company's 2009 annual meeting of stockholders is held between April 21, 2009 and July 20, 2009.

The amendments to the Bylaws discussed herein do not affect the deadlines for stockholder proposals sought to be included in the Company's proxy materials pursuant to Rule 14a-8 of the Exchange Act. Pursuant to Rule 14a-8 of the Exchange Act, stockholder proposals may be included in the Company's proxy materials for consideration at the 2009 annual meeting of stockholders so long as they are provided to the Company on a timely basis and satisfy the requirements and conditions set forth in Rule 14a-8 of Exchange Act. To be considered for inclusion in the Company's proxy statement relating to the annual meeting of stockholders to be held in 2009, such proposal must be received by the Company at its principal executive offices located at 5524 East Fourth Street, Tucson, Arizona 85711 no later than December 22, 2008.

The foregoing description of the applicable notice deadlines that must be met by stockholders intending to nominate a candidate for election to the Company's Board of Directors at, or bring a proposal before, the Company's 2009 annual meeting of stockholders does not purport to be a complete description of the advance notice and advance nomination provisions contained in the Restated Bylaws and such description is qualified by reference to the complete text of the Amended and Restated Bylaws attached to this Current Report on Form 8-K as Exhibit 3.1 and which is incorporated herein by reference in its entirety. In addition to the requirement that the notice by the stockholder be timely, the Restated Bylaws contain additional requirements with respect to advance

(d) Exhibits

Exhibit    Description
3.1        Amended and Restated Bylaws of The Providence Service Corporation,
           effective November 20, 2008.

99.1       Press Release issued by The Providence Service Corporation on November
           21, 2008.