SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
SINGLETON RICHARD

(Last) (First) (Middle)
5524 EAST FOURTH STREET

(Street)
TUCSON AZ 85711

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PROVIDENCE SERVICE CORP [ PRSC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/22/2004
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $17.13 01/22/2004 A 10,000 (1) 01/21/2014 Common Stock 10,000 (2) 10,000 D
Explanation of Responses:
1. This option vests in three equal installments: 33 1/3% one year from the date of grant, 33 1/3% two years from the date of grant and 33 1/3% three years from the date of grant. The filing of this Statement shall not be construed as an admission (a) that the person filing this Statement is, for the purposes of Section 16 of the Securities Exchange Act of 1934 (as amended), the beneficial owner of any equity securities covered by this Statement, or (b) that this Statement is legally required to be filed by such person. Exhibit List - 24 - Power of Attorney
2. The information requested in this column is not applicable.
/s/ Katherine Blute, by power of attorney 01/26/2004
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
<PAGE>

                                                                      Exhibit 24
                                POWER OF ATTORNEY


         Know all by these presents, that the undersigned hereby constitutes and
appoints each of Katherine Blute and Michael Deitch, principal address 5524 E.
Fourth Street, Tucson, Arizona 85711, signing singly, the undersigned's true and
lawful attorney-in-fact to:

         (1)      if applicable, to obtain on the undersigned's behalf the
                  necessary Securities and Exchange Commission ("SEC") Edgar
                  filer codes in order to enable the undersigned's Forms 3, 4
                  and 5 filings, and amendments thereto, to be submitted through
                  the SEC's Edgar system;

         (2)      execute for and on behalf of the undersigned, in the
                  undersigned's capacity as an officer and/or director and/or
                  holder of 10% or more of securities issued by The Providence
                  Service Corporation (the "Company"), Forms 3, 4 and 5, and
                  amendments thereto, in accordance with Section 16(a) of the
                  Securities Exchange Act of 1934 and the rules thereunder;

         (3)      do and perform any and all acts for and on behalf of the
                  undersigned which may be necessary or desirable to complete
                  and execute any such Form 3, 4, or 5, complete and execute any
                  amendment or amendments thereto, and timely file such form
                  with the United States Securities and Exchange Commission and
                  any stock exchange or similar
 authority; and

         (4)      take any other action of any type whatsoever in connection
                  with the foregoing which, in the opinion of such
                  attorney-in-fact, may be of benefit to, in the best interest
                  of, or legally required by, the undersigned, it being
                  understood that the documents executed by such
                  attorney-in-fact on behalf of the undersigned pursuant to this
                  Power of Attorney shall be in such form and shall contain such
                  terms and conditions as such attorney-in-fact may approve in
                  such attorney-in-fact's discretion.

         The undersigned hereby grants to each such attorney-in-fact full power
         and authority to do and perform any and every act and thing whatsoever
         requisite, necessary, or proper to be done in the exercise of any of
         the rights and powers herein granted, as fully to all intents and
         purposes as the undersigned might or could do if personally present,
         with full power of substitution or revocation, hereby ratifying and
         confirming all that such attorney-in-fact, or such attorney-in-fact's
         substitute or substitutes, shall lawfully do or cause to be done by
         virtue of this Power of Attorney and the rights and powers herein
         granted. The undersigned acknowledges that this Power of Attorney does
         not relieve the undersigned from timely reporting the transactions for
         which filings must be made or from the responsibility for making the
         stated filings with the Securities and Exchange Commission.

                  This Power of Attorney shall remain in full force and effect
         until the undersigned is no longer required to file Forms 3, 4, and 5
         with respect to the undersigned's holdings of and transactions in
         securities issued by the Company, unless earlier revoked by the
         undersigned in a signed writing delivered to the foregoing
         attorneys-in-fact.

                  IN WITNESS WHEREOF, the undersigned has caused this Power of
         Attorney to be executed as of this 22nd day of January, 2004.


                                                        /s/ Richard Singleton 
                                                        -----------------------
                                                        Signature

                                                        Richard Singleton
                                                        -----------------------
                                                        Print Name