UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G
(Rule 13d-102)

Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. )*


	Providian Financial Corporation
(Name of Issuer)

	Common Stock
(Title of Class of Securities)


			74406A102
	(CUSIP Number)


		April 25, 2005
	Date of Event Which Requires Filing of the Statement

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[   ]          Rule 13d-1(b)
[X]          Rule 13d-1(c)
[   ]          Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO. 74406A102

13G

Page 2 of 16 Pages

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Citadel Limited Partnership

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ý

(b) o

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Illinois limited partnership

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

14,760,132 shares

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

See Row 6 above.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Row 6 above.

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES &nb sp; o

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

Approximately 5.0% as of the date of this filing (based on 293,981,798 shares of Common Stock issued and outstanding as of February 28, 2005).

12.

TYPE OF REPORTING PERSON

PN; HC

Page 2 of 16

CUSIP NO. 74406A102

13G

Page 3 of 16 Pages

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Citadel Investment Group, L.L.C.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ý

(b) o

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware limited liability company

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

14,760,132 shares

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

See Row 6 above.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Row 6 above.

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES &nb sp; o

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

Approximately 5.0% as of the date of this filing (based on 293,981,798 shares of Common Stock issued and outstanding as of February 28, 2005).

12.

TYPE OF REPORTING PERSON

OO; HC

Page 3 of 16

CUSIP NO. 74406A102

13G

Page 4 of 16 Pages

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Kenneth Griffin

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ý

(b) o

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S. Citizen

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

14,760,132 shares

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

See Row 6 above.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Row 6 above.

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES &nb sp; o

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

Approximately 5.0% as of the date of this filing (based on 293,981,798 shares of Common Stock issued and outstanding as of February 28, 2005).

12.

TYPE OF REPORTING PERSON

IN; HC

Page 4 of 16

CUSIP NO. 74406A102

13G

Page 5 of 16 Pages

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Citadel Wellington LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ý

(b) o

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware limited liability company

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

14,760,132 shares

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

See Row 6 above.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Row 6 above.

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES o

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

Approximately 5.0% as of the date of this filing (based on 293,981,798 shares of Common Stock issued and outstanding as of February 28, 2005).

12.

TYPE OF REPORTING PERSON

OO; HC

Page 5 of 16

CUSIP NO. 74406A102

13G

Page 6 of 16 Pages

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Citadel Kensington Global Strategies Fund Ltd.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ý

(b) o

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Bermuda company

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

14,760,132 shares

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

See Row 6 above.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Row 6 above.

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES &nb sp; o

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

Approximately 5.0% as of the date of this filing (based on 293,981,798 shares of Common Stock issued and outstanding as of February 28, 2005).

12.

TYPE OF REPORTING PERSON

CO; HC

Page 6 of 16

CUSIP NO. 74406A102

13G

Page 7 of 16 Pages

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Citadel Equity Fund Ltd.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ý

(b) o

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands company

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

14,760,132 shares

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

See Row 6 above.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Row 6 above.

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES &nb sp; o

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

Approximately 5.0% as of the date of this filing (based on 293,981,798 shares of Common Stock issued and outstanding as of February 28, 2005).

12.

TYPE OF REPORTING PERSON

CO; HC

Page 7 of 16

CUSIP NO. 74406A102

13G

Page 8 of 16 Pages

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Citadel Credit Products Ltd.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ý

(b) o

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands company

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

14,760,132 shares

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

See Row 6 above.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Row 6 above.

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES &nb sp; o

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

Approximately 5.0% as of the date of this filing (based on 293,981,798 shares of Common Stock issued and outstanding as of February 28, 2005).

12.

TYPE OF REPORTING PERSON

CO; HC

Page 8 of 16

CUSIP NO. 74406A102

13G

Page 9 of 16 Pages

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Aragon Investments, Ltd.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ý

(b) o

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Bermuda company

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

14,760,132 shares

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

See Row 6 above.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Row 6 above.

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES &nb sp; o

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

Approximately 5.0% as of the date of this filing (based on 293,981,798 shares of Common Stock issued and outstanding as of February 28, 2005).

12.

TYPE OF REPORTING PERSON

CO; BD

Page 9 of 16

CUSIP NO. 74406A102

13G

Page 10 of 16 Pages

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Citadel Derivatives Group LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ý

(b) o

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware limited liability company

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

14,760,132 shares

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

See Row 6 above.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Row 6 above.

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES &nb sp; o

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

Approximately 5.0% as of the date of this filing (based on 293,981,798 shares of Common Stock issued and outstanding as of February 28, 2005).

12.

TYPE OF REPORTING PERSON

OO; BD

Page 10 of 16

CUSIP NO. 74406A102

13G

Page 11 of 16 Pages

Item 1(a) Name of Issuer: PROVIDIAN FINANCIAL CORPORATION

Item 1(b) Address of Issuer’s Principal Executive Offices:

201 Mission Street

San Francisco, CA 94105

Item 2(a) Name of Person Filing
Item 2(b) Address of Principal Business Office
Item 2(c) Citizenship

Citadel Limited Partnership

131 S. Dearborn Street

32nd Floor

Chicago, Illinois 60603

Illinois limited partnership

Citadel Investment Group, L.L.C.

131 S. Dearborn Street

32nd Floor

Chicago, Illinois 60603

Delaware limited liability company

Kenneth Griffin

131 S. Dearborn Street

32nd Floor

Chicago, Illinois 60603

U.S. Citizen

Citadel Wellington LLC

c/o Citadel Investment Group, L.L.C.

131 S. Dearborn Street

32nd Floor

Chicago, Illinois 60603

Delaware limited liability company

Citadel Kensington Global Strategies Fund Ltd.

c/o Citadel Investment Group, L.L.C.

131 S. Dearborn Street

32nd Floor

Chicago, Illinois 60603

Bermuda company

Page 11 of 16

CUSIP NO. 74406A102

13G

Page 12 of 16 Pages

Citadel Equity Fund Ltd.

c/o Citadel Investment Group, L.L.C.

131 S. Dearborn Street

32nd Floor

Chicago, Illinois 60603

Cayman Islands company

Citadel Credit Products Ltd.

c/o Citadel Investment Group, L.L.C.

131 S. Dearborn Street

32nd Floor

Chicago, Illinois 60603

Cayman Islands company

Aragon Investments, Ltd.

c/o Citadel Investment Group, L.L.C.

131 S. Dearborn Street

32nd Floor

Chicago, Illinois 60603

Bermuda company

Citadel Derivatives Group LLC

c/o Citadel Investment Group, L.L.C.

131 S. Dearborn Street

32nd Floor

Chicago, Illinois 60603

Delaware limited liability company

2(d) Title of Class of Securities:

Common Stock, par value $0.01 per share

2(e) CUSIP Number: 74406A102

Item 3	If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

	(a)	o	Broker or dealer registered under Section 15 of the Exchange Act;

	(b)	o	Bank as defined in Section 3(a)(6) of the Exchange Act;

	(c)	o	Insurance company as defined in Section 3(a)(19) of the Exchange Act;

	(d)	o	Investment company registered under Section 8 of the Investment Company Act;

Page 12 of 16

CUSIP NO. 74406A102

13G

Page 13 of 16 Pages

(e)	o	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)	o	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)	o	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)	o	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i)	o	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

(j)	o	Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

If this statement is filed pursuant to Rule 13d-1(c), check this box. ý

Item 4 Ownership:

CITADEL LIMITED PARTNERSHIP
CITADEL INVESTMENT GROUP, L.L.C.
KENNETH GRIFFIN
CITADEL WELLINGTON LLC
CITADEL KENSINGTON GLOBAL STRATEGIES FUND LTD.
CITADEL EQUITY FUND LTD.

CITADEL CREDIT PRODUCTS LTD.

ARAGON INVESTMENTS, LTD.

CITADEL DERIVATIVES GROUP LLC

(a) Amount beneficially owned:

14,760,132 shares

(b) Percent of Class:

Approximately 5.0% as of the date of this filing (based on 293,981,798 shares of Common Stock issued and outstanding as of February 28, 2005).

(c)	Number of shares as to which such person has:

	(i)	sole power to vote or to direct the vote:

		0

	(ii)	shared power to vote or to direct the vote:

Page 13 of 16

CUSIP NO. 74406A102

13G

Page 14 of 16 Pages

			See Item 4(a) above.

		(iii)	sole power to dispose or to direct the disposition of:

			0

		(iv)	shared power to dispose or to direct the disposition of:

			See Item 4(a) above.

Item 5 Ownership of Five Percent or Less of a Class:

Not Applicable.

Item 6 Ownership of More than Five Percent on Behalf of Another Person:

Not Applicable.

Item 7 Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company:

See Item 2 above.

Item 8 Identification and Classification of Members of the Group:

Not Applicable.

Item 9 Notice of Dissolution of Group:

Not Applicable.

Item 10 Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

* Mathew B. Hinerfeld is signing on behalf of Kenneth Griffin as attorney-in-fact pursuant to a power of attorney previously filed with the Securities and Exchange Commission on February 4, 2005, and hereby incorporated by reference herein. The power of attorney was filed as an attachment to a filing by Citadel Limited Partnership on Schedule 13G/A for Komag, Incorporated.

Page 14 of 16

CUSIP NO. 74406A102

13G

Page 15 of 16 Pages

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated this 26th day of April, 2005

KENNETH GRIFFIN		CITADEL KENSINGTON GLOBAL
		STRATEGIES FUND LTD.
By:	/s/ Matthew B. Hinerfeld
	Matthew B. Hinerfeld, attorney-in-fact*	By:	Citadel Limited Partnership,
			its Portfolio Manager
CITADEL INVESTMENT GROUP, L.L.C.
		By:	Citadel Investment Group, L.L.C.,
By:	/s/ Matthew B. Hinerfeld		its General Partner
	Matthew B. Hinerfeld, Managing
	Director and Deputy General Counsel	By:	/s/ Matthew B. Hinerfeld
			Matthew B. Hinerfeld, Managing
CITADEL LIMITED PARTNERSHIP			Director and Deputy General Counsel

By:	Citadel Investment Group, L.L.C.,	CITADEL EQUITY FUND LTD.
	its General Partner
		By:	Citadel Limited Partnership,
By:	/s/ Matthew B. Hinerfeld		its Portfolio Manager
	Matthew B. Hinerfeld, Managing
	Director and Deputy General Counsel	By:	Citadel Investment Group, L.L.C.,
			its General Partner
CITADEL WELLINGTON LLC
		By:	/s/ Matthew B. Hinerfeld
By:	Citadel Limited Partnership,		Matthew B. Hinerfeld, Managing
	its Managing Member		Director and Deputy General Counsel

By:	Citadel Investment Group, L.L.C.,	CITADEL CREDIT PRODUCTS LTD.
	its General Partner
		By:	Citadel Limited Partnership,
By:	/s/ Matthew B. Hinerfeld		its Portfolio Manager
	Matthew B. Hinerfeld, Managing
	Director and Deputy General Counsel	By:	Citadel Investment Group, L.L.C.,
			its General Partner

		By:	/s/ Matthew B. Hinerfeld
			Matthew B. Hinerfeld, Managing
			Director and Deputy General Counsel

Page 15 of 16

CUSIP NO. 74406A102

13G

Page 16 of 16 Pages

ARAGON INVESTMENTS, LTD.

By:	Citadel Limited Partnership,
	its Portfolio Manager

By:	Citadel Investment Group, L.L.C.,
	its General Partner

By:	/s/ Matthew B. Hinerfeld
	Matthew B. Hinerfeld, Managing
	Director and Deputy General Counsel

CITADEL DERIVATIVES GROUP LLC

By:	Citadel Limited Partnership,
	its Managing Member

By:	Citadel Investment Group, L.L.C.,
	its General Partner

By:	/s/ Matthew B. Hinerfeld
	Matthew B. Hinerfeld, Managing
	Director and Deputy General Counsel

Page 16 of 16