CAROLINA POWER & LIGHT CO
SC 13G/A, 1996-02-15
ELECTRIC SERVICES
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<PAGE>   1


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G

                   Under the Securities Exchange Act of 1934
                               Amendment No.   6

                        CAROLINA POWER AND LIGHT COMPANY

                                     COMMON

                               CUSIP:  144141108

                               December 31, 1995




      Check the following box if a fee is being paid with this statement _


<TABLE>
<S>                   <C>                           <C>         <C>         
(1) Names of Reporting Persons S.S. or I.R.S.       Wachovia Corporation
Identification Nos. of Above Persons                56-1473727
(2) Check the Appropriate Box if a Member of a
Group (See Instructions)                            (a) N/A
                                                    (b) N/A
(3) SEC Use Only
(4) Citizenship or Place of Organization            North Carolina
Number of Shares Beneficially Owned by Each 
Reporting Person With
                      (5) Sole Voting Power                        733,447
                      (6) Shared Voting Power                    8,731,545
                      (7) Sole Dispositive Power                   636,009
                      (8) Shared Dispositive Power                 148,181
(9) Aggregate Amount Beneficially Owned by Each
Reporting Person                                                 9,511,913
    (10) Check if Aggregate Amount in Row 9 Excludes
    Certain Shares (See Instructions)
(11) Percent of Class Represented by Amount in
Row 9                                                        6.2%
(12) Type of Reporting Person
     (See Instructions)                                       HC
</TABLE>


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ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
       SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

       The securities to which this report relates are held by
       Wachovia Bank of North Carolina, NA, Wachovia Bank of
       Georgia, NA and Wachovia Bank of South Carolina, NA as
       trustees.  (See Exhibit A.)

       This filing should not be construed as an admission that
       the trustees or their parent, Wachovia Corporation, are,
       for the purposes of Section 13(d) or 13(g) of the Act,
       beneficial owners of any securities covered by this
       statement.

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 FOR THE PURPOSE OF AND DO NOT HAVE THE
       EFFECT OF CHANGING OR INFLUENCING THE CONTROL OF THE
       ISSUER OF SUCH SECURITIES AND WERE NOT ACQUIRED IN
       CONNECTION WITH OR AS A PARTICIPANT IN ANY TRANSACTION
       HAVING SUCH PURPOSES OR EFFECT.

                                   SIGNATURE

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


DATE:  February 15, 1996

FOR:   Wachovia Corporation


BY:
   -----------------------------------------
       Attorney-in-Fact
       Ricky B. Nicks, Executive Vice President
       Wachovia Operational Services Corporation
       (Authorized by Wachovia Corporation under a limited power of attorney
       filed with the Schedule 13G for Atlanta Gas Light Company, CUSIP
       047753108, filed by Wachovia Corporation on February 15, 1996.)

                                   EXHIBIT A

The following entities agree that this Schedule 13G is filed on their behalf by
the Wachovia Corporation.


<TABLE>
<S>                                     <C>                  <C>
                                        IRS IDENTIFICATION
             SUBSIDIARY                       NUMBER                      ITEM 3 CLASSIFICATION
Wachovia Bank of Georgia, N.A.              58-0242985       Bank as defined by section 3(a)(6) of the Act
Wachovia Bank of North Carolina, N.A.       56-0927594       Bank as defined by section 3(a)(6) of the Act
Wachovia Bank of South Carolina, N.A.       57-0539952       Bank as defined by section 3(a)(6) of the Act
</TABLE>


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