CAROLINA POWER & LIGHT CO
10-Q, 1996-08-13
ELECTRIC SERVICES
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                                 UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM 10-Q

(Mark One)

[ X ]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
          OF THE SECURITIES EXCHANGE ACT OF 1934

          For the quarterly period ended June 30, 1996 

                               OR

[   ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR
          15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

          For the transition period from _____  to _____   

                  Commission file number   1-3382                              
                                           ______

                     CAROLINA POWER & LIGHT COMPANY 
                     ______________________________
         (Exact name of registrant as specified in its charter)

    North Carolina                               56-0165465        
    ______________                               __________
(State or other jurisdiction of incorporation  (I.R.S. Employer 
             or organization)                  Identification No.)


     411 Fayetteville Street, Raleigh, North Carolina 27601-1748
     ___________________________________________________________
             (Address of principal executive offices)
                           (Zip Code)

                         919-546-6111
                         ____________
      (Registrant's telephone number, including area code)

                                                                         
_______________________________________________________________________
(Former name, former address and former fiscal year, if changed since 
                               last report)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act 
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days. Yes  X .  No     .
                                                   ____

                     APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date. Common Stock 
(Without Par Value) shares outstanding at July 31, 1996: 151,953,422.

<PAGE>

                           PART I.  FINANCIAL INFORMATION

Item 1.            Financial Statements
______             ____________________

     Reference is made to the attached Appendix containing the Consolidated
Interim Financial Statements for the periods ended June 30, 1996. The 
amounts are unaudited but, in the opinion of management, reflect all 
adjustments necessary to fairly present the Company's financial position and
results of operations for the interim periods.

Item 2.            Management's Discussion and Analysis of Financial
                   Condition and Results of Operations
______             _________________________________________________

                          Results of Operations 
         For the Three, Six and Twelve Months Ended June 30, 1996, 
        As Compared With the Corresponding Periods One Year Earlier
        ___________________________________________________________

     Operating Revenues: For the three, six and twelve months ended June 30,
1996, operating revenues were affected by the following factors (in millions):

                 Three Months       Six Months          Twelve Months
                 ____________       __________          _____________


Weather                  $ 21         $  52                $  152 

Customer Growth/Changes
 In Usage Patterns         10            45                    75

NCEMC Load Loss           (20)          (39)                  (40)

Price                     (13)          (28)                  (41)

Other                       6            29                    65 
                          ____          ____                  ____
 Total                    $ 4         $  59                 $ 211
                          ====          ====                  ====

     The increase in the weather component of revenue for the three months
ended June 30, 1996, is the result of warmer than normal weather in the 
current period.  The six and twelve-month increases reflect milder than 
normal weather in the prior period compared to more extreme weather patterns 
in the current period.   The loss of 200 megawatts of load from North 
Carolina Electric Membership Corporation began in January 1996.  For all 
periods, the majority of the decrease in the price component of revenue is 
attributable to a decrease in the fuel cost component of revenue.
The increase in other for the six and twelve months is primarily due to
increased bulk power sales, which reflect weather impacts and the Company's 
active participation in the bulk power market. 

     Operating Expenses:   Purchased power increased for the twelve months
ended June 30, 1996, due to increased purchases from cogenerators 
($9 million) and from other utilities ($29 million).  The increase in 
purchases from cogenerators was the result of certain cogenerators being 
shut down in the prior year.  Partially offsetting the increased purchases 
was a $10 million decrease in purchases from Power Agency, which was primarily 
due to the provisions of the Company's 1993 agreement with Power Agency.
Pursuant to this agreement, the Company's buyback percentage of capacity 
and energy from the Harris Plant decreased from 50% in 1994 to 33% in 1995 
and 1996.

<PAGE>
     For the three and six months ended June 30, 1996, operation and
maintenance expense decreased primarily due to increased expenses in the
prior periods due to the timing of nuclear plant outages.  Excluding the
impact of a December 1994 insurance reserve adjustment, which reduced 
expense in the twelve month prior period, operation and maintenance 
expense decreased $37 million for the twelve months ended June 30, 1996 
due to cost-cutting efforts and outage timing.  In the prior period there 
were several major fossil and nuclear plant outages that resulted
in higher expense for that period as compared to the current period.

     The increase in income tax expense for all periods is due to an increase
in operating income and a reserve recorded for potential audit issues in 
open tax years.  

     Other Income: The increase in the income tax credit for the twelve
months ended June 30, 1996, is primarily attributable to lower 
non-operating income in the current period. 

     Interest Charges: Other interest charges increased for the twelve months
ended June 30, 1996, primarily due to a $6 million interest accrual related to 
the 1995 North Carolina Utilities Commission Fuel Order.

               Material Changes in Capital Resources and Liquidity
                    From December 31, 1995, to June 30, 1996
                    and From June 30, 1995, to June 30, 1996
                    ________________________________________

     In the first quarter of 1996, the Company entered into two new long-term
revolving credit facilities totaling $350 million, which support the Company's
commercial paper borrowings. The Company is required to pay minimal
annual commitment fees to maintain these facilities. Consistent with
management's intent to maintain its commercial paper on a long-term basis, 
and as supported by its long-term credit facilities, the Company has 
included in long-term debt $350 million of commercial paper outstanding as 
of June 30, 1996.  In addition to these new facilities, the
Company has other long-term credit agreements totaling $235 million and
a $100 million short-term credit agreement.

     The Company did not issue long-term debt in the twelve-month period
ended June 30, 1996.  The proceeds of the issuance of short-term debt 
and/or internally generated funds financed the redemption or retirement 
of long-term debt totaling $378 million and $426 million during the six
and twelve months ended June 30, 1996, respectively.

     The Company's capital structure as of June 30 was as follows: 

                           1996                  1995
                           ____                  ____

Common Stock Equity       49.32%                47.98%

Long-term Debt            47.99%                49.37%

Preferred Stock            2.69%                 2.65%


     The Company's First Mortgage Bonds are currently rated "A2" by Moody's
Investors Service, "A" by Standard & Poor's and "A+" by Duff & Phelps.  
Moody's Investors Service, Standard & Poor's and Duff & Phelps have rated
the Company's commercial paper "P-1," "A-1" and "D-1," respectively.

     In 1994, the Board of Directors of the Company authorized the repurchase
of up to 10 million shares of the Company's common stock on the open market. 
In accordance with the stock repurchase program, the Company has purchased 
approximately 8.8 million shares through June 30, 1996.

<PAGE>
                       PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings
_______   _________________

          Legal aspects of certain matters are set forth in Item 5 below.


Item 2.   Changes in Securities            )
                                           )
                                           )
                                           )
Item 3.   Defaults upon Senior Securities  )  Not applicable for the quarter
                                           )  ended June 30, 1996.
                                           )
                                           )


Item 4.   Submission of Matters to a Vote of Security Holders
_______   ___________________________________________________

          (a) The Annual Meeting of the Shareholders was held on May 8, 1996.

          (b) The meeting involved the election of directors.  Proxies for
              the meeting were solicited pursuant to Regulation 14, there was 
              no solicitation in opposition to the management's nominees as 
              listed below, and all such nominees were elected.

          (c) The Board of Directors' proposal to amend the Company's
              Restated Charter to expand the purposes for which the Company 
              exists and to broaden the powers of the Company was
              approved by the shareholders.  The number of shares voted for 
              the amendment was 130,408,274, and the number of shares voted 
              against the amendment was 2,117,895.

              The total votes for the election of directors were as follows:


              Class I               Votes For          Votes Withheld
              _______               _________          ______________
      (Term Expiring in 1999)

       Leslie M. Baker, Jr.         132,601,648           2,750,919
       William O. McCoy             132,713,230           2,639,337
       Sherwood H. Smith, Jr.       132,665,812           2,686,755
       J. Tylee Wilson              132,637,529           2,715,038


Item 5.   Other Information
_______   __________________


          1.  (Reference is made to the Company's 1995 Form 10-K, Generating
              Capability, paragraph 3, page 6.  Reference is also made to 
              the Company's Form 10-Q for the quarter ended March 31,
              1996, Item 5, paragraph 1.)  With regard to the Company's 
              generation additions schedule, the Company has delayed plans 
              for construction of the 500 MW of combustion turbine capacity 
              adjacent to the Company's Lee Steam Electric Plant in Wayne 
              County, North Carolina.  Construction of the 500 MW of capacity, 
              originally scheduled to begin this year, is now scheduled to
              begin no earlier than 1997, with commercial operation now 
              anticipated to begin in 1999.  In the interim, summer
              1998 peaking requirements will be met with power purchases.
<PAGE>
              In June, the Company issued a Request for Proposals (RFP) for 
              purchased power of 700 to 1000 MW of capacity to meet
              the Company's future generation needs in its service territory. 
              The Company projects a need of approximately 200 to 350 MW in 
              its western service territory, and approximately 350 to 650 MW 
              in its eastern service territory.  The capacity was requested 
              to be available for delivery by June 1, 1999.  Proposals were 
              invited from all potential suppliers who were capable of 
              meeting the conditions of the RFP.  Due to increased economic
              activity and growth in its western service territory, the 
              Company is also investigating the possibility of adding
              combustion turbines at its Asheville plant in order to ensure
              continuted reliable service to its customers.  The
              Company cannot predict the outcome of this matter.

          2.  (Reference is made to the Company's 1995 Form 10-K,
              Interconnections with Other Systems, paragraph 3,
              page 7).  The Company has agreed with Cogentrix of North 
              Carolina, Inc. and Cogentrix Eastern North Carolina
              Corporation to amend five purchased power contracts.  
              These amendments will become effective only after Cogentrix
              obtains refinancing of the debt for the five plants covered
              by the contracts.  The amendments permit the Company
              to dispatch the output of these plants.  In return, the 
              Company will give up its right to purchase two of the five
              plants.  These amendments will result in substantial savings
              to the Company over the life of these contracts.

          3.  (Reference is made to the Company's 1995 Form 10-K,
              Competition and Franchises, paragraph 1.b., page 8.
              Reference is also made to the Company's Form 10-Q for 
              the quarter ended March 31, 1996, Item 5, paragraph
              2.)  With regard to the final rules issued on April 24, 1996 
              in orders 888 and 889 by the Federal Energy Regulatory
              Commission (FERC) regarding open access transmission and 
              stranded costs and on information systems and
              standards of conduct, on May 24, 1996, the Company filed 
              a Request for Clarification and Rehearing of those orders,
              as did many other entities.  The orders vary in certain 
              respects from the proposed rules the FERC had issued, but
              the final rules still require all transmitting utilities to 
              file an open access transmission tariff for wholesale 
              transactions. The Company filed its open access transmission 
              tariff with the FERC on July 9, 1996.  On August 7, 1996, 
              North Carolina Eastern Municipal Power Agency (Power Agency) 
              filed with FERC a motion to intervene and protest
              concerning the Company's tariff.  That protest challenges
              numerous aspects of the Company's tariff and requests that
              an evidentiary proceeding be held.  A number of other entities
              have filed similar interventions since that time.  The Company 
              cannot predict the outcome of this matter.
 
              By order issued May 7, 1996, in Docket No. E-100, Sub 77, 
              which concerns retail competition, the North Carolina
              Utilities Commission (NCUC) found that these FERC rules 
              essentially restructure the wholesale electric industry,
              and therefore may provide a new focus for NCUC proceedings 
              with respect to competition in the electric industry. 
              As a result, the NCUC concluded: (i) that all parties should 
              concentrate their efforts on examining the impacts of
              the FERC orders, (ii) that the filing of comments requested by 
              its order issued April 3, 1996 should be extended
              indefinitely, and (iii) that this docket should be held in 
              abeyance pending further order.  The Company cannot predict
              the outcome of this matter. 

              By order issued May 15, 1996, the NCUC established a new docket 
              (Docket No. E-100, Sub 78) to address the FERC orders.  In 
              accordance with the NCUC's order, the Company filed its
              comments on July 16, 1996 regarding the implementation of the 
              FERC's orders, their impact on North Carolina customers and 
              what the NCUC can do to maximize the benefits of the wholesale 
              market. The Company cannot predict the outcome of this matter.
<PAGE>
              With regard to the issue of retail wheeling, legislation was 
              introduced in Congress on July 11, 1996 (HR 3790) mandating 
              retail wheeling in all 50 states no later than December 15,
              2000.  As proposed, the bill would require states to give all 
              customers the right to choose their electric
              supplier.  If this choice was not implemented by the
              states, the bill proposes that the FERC would be responsible for
              the implementation. The Company cannot predict the outcome of 
              this matter.

          4.  (Reference is made to the Company's 1995 Form 10-K, Competition
              and Franchises, paragraph 1.h., page 10.)  With regard to the 
              request made by one of the Company's industrial customers
              to the City of Darlington, South Carolina ("City") that the
              City become a municipal electric utility, both the
              Company and the City have undertaken studies to determine
              the feasibility of the municipalization proposal.  The
              results of the Company's study, which was conducted by the 
              consulting group Stone & Webster, found that municipalization 
              would increase the cost of electricity to the City.  
              The results of the City's study, conducted by the consulting 
              group Strategic Energy Limited, found that municipalization 
              will only benefit the City if the City is not required to pay 
              the Company for any of its lost revenues or stranded costs.  
              The Company cannot predict the outcome of this matter 

          5.  (Reference is made to the Company's 1995 Form 10-K,
              Competition and Franchises, paragraph 1, page 11.) 
              On August 7, 1996, North Carolina Eastern Municipal Power 
              Agency (Power Agency) notified the Company that
              it intends to discontinue certain contractual purchases of 
              electricity from the Company effective September 1, 2001. 
              The contract between the parties requires that Power Agency give
              appropriate notice five years prior to such event. 
              Power Agency stated that it intends to replace these contractual
              purchases with purchases from the wholesale market
              and that the Company will be considered as a supplier for those
              purchases.  The Company cannot predict the outcome of this matter.

          6.  (Reference is made to the Company's 1995 Form 10-K, Retail
              Rate Matters, paragraph 2, page 13.)  With regard to the 
              Company's current retail rates, a petition was filed on
              July 19, 1996 by the Carolina Industrial Group for Fair 
              Utility Rates (CIGFUR) with the NCUC requesting the NCUC
              conduct an investigation of the Company's base rates.  
              The petition alleges that the Company's return on equity,
              which was authorized by the NCUC in the Company's last general
              rate proceeding in 1988, and earnings are too high.
              The Company filed a response to the petition and motion to 
              dismiss on July 29, 1996, in which it argued that
              the petition was without merit.  It is not known at this time
              if the NCUC will initiate a proceeding.  The Company cannot 
              predict the outcome of this matter.

          7.  (Reference is made to the Company's 1995 Form 10-K, Retail
              Rate Matters, paragraph 5, page 14. Reference is also made to 
              the Company's Form 10-Q for the quarter ended March 31, 1996, 
              Item 5, paragraph 6.)  With regard to the Company's 1996 North 
              Carolina fuel case hearing, on June 7, 1996, the Company 
              filed its 1996 application proposing no change in its net fuel 
              factor.  The Company cannot predict the outcome of this matter.

              With regard to the South Carolina retail jurisdiction, the
              South Carolina General Assembly made several modifications 
              during the 1996 legislative session to SC Code Ann. Section 
              58-27-865, which is the statute that governs the
              recovery of fuel cost by electric utilities.  The 
              modifications include: changing the test period from a 
              six month period to a twelve month period, which would 
              result in the frequency of fuel cost hearings being changed 
              from every six months to every twelve months; allowing 
              utilities to recover the cost of Clear Air Act allowances 
              through the fuel factor; and establishing a rebuttable 
              presumption of prudent operation of a utility's nuclear 
              generating facilities if the utility achieves a nuclear 
              system capacity factor of 92.5%, exclusive of refueling 
              and maintenance outages. Due to these modifications of 
              the statute, the Company's next South Carolina fuel 
              proceeding will be in March of 1997.
<PAGE>
          8.  (Reference is made to the Company's 1995 Form 10-K, Fuel,
              paragraph 2, page 24.)  With regard to the Company's 
              coal-supply contracts, the Company and certain subsidiaries of
              Zeigler Coal Holding Company (Zeigler) have renegotiated 
              their existing contract.  Under the revised agreement,
              which expires in 2006, the Company will continue to
              purchase approximately 2.75 million tons of coal annually
              from Zeigler's Marrowbone mine, and will purchase approximately 
              6 million tons of additional, lower cost coal from Zeigler 
              over a period of several years under a new contract.  The 
              coal will be required to meet the same technical 
              specifications for sulfur and thermal content as the coal 
              supplied from the Marrowbone mine, and is expected to save the
              Company more than $100 million over the life of the contract.

          9.  (Reference is made to the Company's 1995 Form 10-K, Other
              Matters, page 27.)  With regard to Hurricane Bertha
              that struck the North Carolina coast on July 12, 1996, as a
              precaution the Company's Brunswick nuclear power plant
              was put into cold shutdown.  Once the storm passed, the
              Federal Emergency Management Agency completed its review 
              of the plant's offsite emergency plans and equipment, and
              the plant was given permission to restart on July 15.  
              The cost of repairing the storm's damage to the Company's 
              system, estimated to be between $8 million and $10 million, 
              will not have a material impact on the results of operations
              or financial position of the Company.


Item 6.  Exhibits and Reports on Form 8-K
______   ________________________________

(a)       Exhibits

          None.

(b)       Reports on Form 8-K filed during or with respect to the quarter:


     Date of Report
(Earliest Event Reported)         Date of Signature       Items Reported
_________________________         _________________       ______________

          NONE

<PAGE>

                                 SIGNATURES

     Pursuant to requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                               CAROLINA POWER & LIGHT COMPANY  
                                       (Registrant)


                               By     /s/ Glenn E. Harder
                                     Executive Vice President 

                               By     /s/ Mark F. Mulhern
                                      Vice President and Controller
                                      (and Principal Accounting Officer)

Date:    August 12, 1996

<TABLE>
<CAPTION>

                                               Carolina Power & Light Company
                                        (ORGANIZED UNDER THE LAWS OF NORTH CAROL    INA)


                                        CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                                          (NOT AUDITED BY INDEPENDENT AUDITORS)

                                                       JUNE 30, 1996


STATEMENTS OF INCOME
<S>                                                   <C>        <C>        <C>           <C>          <C>          <C>         
                                                        Three Months Ended       Six Months Ended         Twelve Months Ended
                                                              June 30                 June 30                   June 30
(In thousands except per share amounts)                  1996        1995       1996          1995         1996         1995
- --------------------------------------------------------------------------------------------------------------------------------

Operating Revenues                                    $ 685,968  $ 681,965  $ 1,469,553   $ 1,410,203  $ 3,065,903  $ 2,855,021
- --------------------------------------------------------------------------------------------------------------------------------
Operating Expenses
  Operation - fuel                                      112,955    120,647      250,521       253,918      526,415      520,853
              purchased power                           105,688    105,137      211,677       198,796      422,822      395,741
              other                                     128,743    139,106      251,099       266,184      526,361      536,073
  Maintenance                                            44,620     57,353       91,664        98,108      190,142      194,105
  Depreciation and amortization                          93,408     90,896      185,886       181,171      369,242      364,703
  Taxes other than on income                             34,092     35,280       72,656        74,200      142,499      140,473
  Income tax expense                                     67,172     32,942      144,267        94,358      309,134      211,583
  Harris Plant deferred costs, net                        4,324      7,178       12,389        13,783       26,735       26,940
- --------------------------------------------------------------------------------------------------------------------------------
        Total Operating Expenses                        591,002    588,539    1,220,159     1,180,518    2,513,350    2,390,471
- --------------------------------------------------------------------------------------------------------------------------------
Operating Income                                         94,966     93,426      249,394       229,685      552,553      464,550
- --------------------------------------------------------------------------------------------------------------------------------
Other Income                                                                                                        
  Allowance for equity funds used during construction     1,187        984        2,222         1,897        3,675        3,870
  Income tax credit                                       4,418      3,207        8,831         6,497       20,875       13,432
  Harris Plant carrying costs                             2,549      2,128        4,358         4,347        8,308        9,055
  Interest income                                         1,041      2,781        2,175         5,369        5,486        8,536
  Other income, net                                       5,799      4,250       11,998         8,271       12,795       19,846
- --------------------------------------------------------------------------------------------------------------------------------
        Total Other Income                               14,994     13,350       29,584        26,381       51,139       54,739
- --------------------------------------------------------------------------------------------------------------------------------
Income Before Interest Charges                          109,960    106,776      278,978       256,066      603,692      519,289
- --------------------------------------------------------------------------------------------------------------------------------
Interest Charges                                      
  Long-term debt                                         43,353     47,248       88,029        93,841      181,585      183,767
  Other interest charges                                  4,993      5,011       11,905        11,039       26,763       19,420
  Allowance for borrowed funds used                                                                                 
     during construction                                 (1,042)    (1,445)      (1,958)       (2,809)      (4,267)      (4,021)
- --------------------------------------------------------------------------------------------------------------------------------
         Net Interest Charges                            47,304     50,814       97,976       102,071      204,081      199,166
- --------------------------------------------------------------------------------------------------------------------------------
Net Income                                               62,656     55,962      181,002       153,995      399,611      320,123
Preferred Stock Dividend Requirements                    (2,402)    (2,402)      (4,804)       (4,804)      (9,609)      (9,609)
- --------------------------------------------------------------------------------------------------------------------------------
Earnings for Common Stock                             $  60,254  $  53,560  $   176,198   $   149,191  $   390,002  $   310,514
================================================================================================================================
                                                                                                                    
Average Common Shares Outstanding (Note 3)              143,808    147,183      143,716       147,226      144,490      147,772
Earnings per Common Share (Note 3)                    $    0.42  $    0.36  $      1.23   $      1.01  $      2.70  $      2.10
Dividends Declared per Common Share                   $   0.455  $   0.440  $     0.910   $     0.880  $     1.805  $     1.745
                                                                                                                    
 ................................................................................................................................
See Supplemental Data and Notes to Financial Statements.
</TABLE>

<TABLE>
<CAPTION>
Carolina Power & Light Company
BALANCE SHEETS                                                        June 30             December 31
(In thousands)                                                 1996            1995           1995
- ------------------------------------------------------------------------------------------------------

                                                         
                         ASSETS                          
<S>                                                      <C>              <C>           <C>           
Electric Utility Plant                                   
  Electric utility plant in service                      $   9,584,032    $  9,295,945  $   9,440,442
  Accumulated depreciation                                  (3,643,838)     (3,337,249)    (3,493,153)
- ------------------------------------------------------------------------------------------------------
         Electric utility plant in service, net              5,940,194       5,958,696      5,947,289
  Held for future use                                           12,752          13,303         13,304
  Construction work in progress                                184,614         188,610        179,260
  Nuclear fuel, net of amortization                            175,968         181,774        188,655
- ------------------------------------------------------------------------------------------------------
         Total Electric Utility Plant, Net                   6,313,528       6,342,383      6,328,508
- ------------------------------------------------------------------------------------------------------
Current Assets                                           
  Cash and cash equivalents                                      2,448          16,600         14,489
  Accounts receivable                                          355,137         308,941        364,536
  Fuel                                                          58,094          97,264         53,654
  Materials and supplies                                       124,245         126,191        121,227
  Prepayments                                                   58,359          64,935         59,918
  Other current assets                                          30,651          29,607         27,834
- ------------------------------------------------------------------------------------------------------
         Total Current Assets                                  628,934         643,538        641,658
- ------------------------------------------------------------------------------------------------------
Deferred Debits and Other Assets

  Income taxes recoverable through future rates                384,669         385,960        387,150
  Abandonment costs                                             50,136          63,880         57,120
  Harris Plant deferred costs                                   94,782         118,388        107,992
  Unamortized debt expense                                      72,452          60,875         58,404
  Miscellaneous other property and investments                 499,424         428,556        475,564
  Other assets and deferred debits                             176,284         175,136        170,754
- ------------------------------------------------------------------------------------------------------
         Total Deferred Debits and Other Assets              1,277,747       1,232,795      1,256,984
- ------------------------------------------------------------------------------------------------------
            Total Assets                                 $   8,220,209    $  8,218,716  $   8,227,150
======================================================================================================

             CAPITALIZATION AND LIABILITIES              

Capitalization                                           
  Common stock equity                                    $   2,636,175    $  2,607,920  $   2,574,743
  Preferred stock - redemption not required                    143,801         143,801        143,801
  Long-term debt, net                                        2,565,268       2,683,514      2,610,343
- ------------------------------------------------------------------------------------------------------
         Total Capitalization                                5,345,244       5,435,235      5,328,887
- ------------------------------------------------------------------------------------------------------

Current Liabilities                                      
  Current portion of long-term debt                            138,258          78,000        105,755
  Notes payable                                                 80,749          82,700         73,743
  Accounts payable                                             155,758         187,318        309,294
  Taxes accrued                                                 83,070          87,142          2,456
  Interest accrued                                              42,462          50,265         48,441
  Dividends declared                                            71,549          69,925         71,285
  Deferred fuel credit                                          17,560          44,144         27,495
  Other current liabilities                                     78,618          62,508         79,220
- ------------------------------------------------------------------------------------------------------
         Total Current Liabilities                             668,024         662,002        717,689
- ------------------------------------------------------------------------------------------------------

Deferred Credits and Other Liabilities                   
  Accumulated deferred income taxes                          1,733,287       1,630,742      1,716,835
  Accumulated deferred investment tax credits                  237,484         246,945        242,707
  Other liabilities and deferred credits                       236,170         243,792        221,032
- ------------------------------------------------------------------------------------------------------
         Total Deferred Credits and Other Liabilities        2,206,941       2,121,479      2,180,574
- ------------------------------------------------------------------------------------------------------

Commitments and Contingencies (Note 4)

            Total Capitalization and Liabilities         $   8,220,209    $  8,218,716  $   8,227,150
======================================================================================================
                                                         
SCHEDULES OF COMMON STOCK EQUITY                         
(In thousands)                                           
  Common stock (Note 3)                                  $   1,384,712    $  1,505,093  $   1,381,496
  Unearned ESOP common stock                                  (178,514)       (197,010)      (191,341)
  Capital stock issuance expense                                  (790)           (790)          (790)
  Retained earnings                                          1,430,767       1,300,627      1,385,378
- ------------------------------------------------------------------------------------------------------
         Total Common Stock Equity                       $   2,636,175    $  2,607,920  $   2,574,743
======================================================================================================
                                                            
 ......................................................................................................
See Supplemental Data and Notes to Financial Statements.
</TABLE>

<TABLE>
<CAPTION>


Carolina Power & Light Company
STATEMENTS OF CASH FLOWS
(In thousands)                                                   Three Months Ended      Nine Months Ended     Twelve Months Ended
                                                                    June 30                 June 30                June 30
                                                                 1996        1995        1996        1995        1996        1995
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>         <C>         <C>         <C>         <C>         <C>
Operating Activities
  Net income                                                $   62,656  $   55,962  $  181,002  $  153,995  $  399,611  $  320,123
  Adjustments to reconcile net income to net cash 
   provided by operating activities
    Depreciation and amortization                              115,350     107,687     228,283     222,748     452,197     452,602
    Harris Plant deferred costs                                  1,775       5,050       8,031       9,436      18,427      17,885
    Deferred income taxes                                       12,639       4,068      27,265      (7,511)    124,457      28,922
    Investment tax credit adjustments                           (2,610)     (2,553)     (5,221)     (5,106)     (9,459)    (10,877)
    Allowance for equity funds used during construction         (1,187)       (984)     (2,222)     (1,897)     (3,675)     (3,870)
    Deferred fuel cost (credit)                                  1,473      (6,675)     (9,936)     15,800     (26,585)     62,185
    Net increase in receivables, inventories               
      and prepaid expenses                                     (19,710)    (35,573)    (35,285)    (78,965)    (34,169)    (83,542)
    Net increase (decrease) in payables and accrued        
      expenses                                                  29,302       9,573      10,687      (6,803)    (22,102)    (26,775)
    Miscellaneous                                               20,488      15,248      26,232      27,227      34,633       6,852
- -----------------------------------------------------------------------------------------------------------------------------------
     Net Cash Provided by Operating Activities                 220,176     151,803     428,836     328,924     933,335     763,505
- -----------------------------------------------------------------------------------------------------------------------------------
Investing Activities                                       
  Gross property additions                                     (81,022)    (66,804)   (169,500)   (138,732)   (297,168)   (285,567)
  Nuclear fuel additions                                        (9,825)    (19,442)    (35,898)    (35,310)    (77,934)    (48,732)
  Contributions to external decommissioning trust               (7,722)     (8,052)    (18,020)    (26,616)    (29,479)    (34,526)
  Contributions to retiree benefit trusts                            -           -     (24,700)     (2,400)    (24,700)     (2,400)
  Allowance for equity funds used during construction            1,187         984       2,222       1,897       3,675       3,870
  Miscellaneous                                                 (5,328)    (16,035)    (18,566)    (16,522)    (30,559)    (22,617)
- -----------------------------------------------------------------------------------------------------------------------------------
     Net Cash Used in Investing Activities                    (102,710)   (109,349)   (264,462)   (217,683)   (456,165)   (389,972)
- -----------------------------------------------------------------------------------------------------------------------------------
Financing Activities                                       
  Proceeds from issuance of long-term debt                      10,700     120,939     276,257     180,670     276,300     230,556
  Net increase (decrease) in short-term notes              
    payable (maturity less than 90 days)                        77,109     (12,800)     80,749      14,600      71,792      10,100
  Retirement of long-term debt                                (135,971)   (102,050)   (391,475)   (227,095)   (440,524)   (227,236)
  Purchase of Company common stock (Note 3)                     (4,676)     (3,815)     (6,596)     (7,993)   (131,042)   (122,710)
  Dividends paid on common stock                               (65,378)    (65,583)   (130,546)   (130,239)   (258,244)   (257,274)
  Dividends paid on preferred stock                             (2,404)     (2,403)     (4,804)     (4,823)     (9,604)     (9,623)
- -----------------------------------------------------------------------------------------------------------------------------------
     Net Cash Used in Financing Activities                    (120,620)    (65,712)   (176,415)   (174,880)   (491,322)   (376,187)
- -----------------------------------------------------------------------------------------------------------------------------------
Net Decrease in Cash and Cash Equivalents                       (3,154)    (23,258)    (12,041)    (63,639)    (14,152)     (2,654)
                                                           
Cash and Cash Equivalents at Beginning of the Period             5,602      39,858      14,489      80,239      16,600      19,254
- -----------------------------------------------------------------------------------------------------------------------------------
Cash and Cash Equivalents at End of the Period              $    2,448  $   16,600  $    2,448  $   16,600  $    2,448  $   16,600
===================================================================================================================================
Supplemental Disclosures of Cash Flow Information          
  Cash paid during the period - interest                    $   48,188  $   48,761  $  103,390  $  103,455  $  203,231  $  196,578
                                income taxes                $   39,735  $   39,000  $   40,390  $   40,611  $  176,942  $  168,645

 ...................................................................................................................................
See Supplemental Data and Notes to Financial Statements.

</TABLE>

<TABLE>
<CAPTION>
Carolina Power & Light Company
SUPPLEMENTAL DATA                             Three Months Ended         Six Months Ended           Twelve Months Ended
                                                    June 30                    June 30                     June 30
                                               1996         1995         1996          1995          1996          1995
- ----------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>         <C>          <C>           <C>           <C>           <C>         
Operating Revenues (in thousands)
  Residential                               $  204,385  $  193,263   $   488,663   $   444,618   $ 1,013,157   $   908,214
  Commercial                                   150,338     149,714       301,916       290,856       629,455       593,112
  Industrial                                   178,985     187,742       342,229       352,158       723,519       734,274
  Government and municipal                      18,966      18,723        39,025        37,565        79,859        76,784
  Power Agency contract requirements            23,422      22,590        48,874        46,408       103,418        93,905
  NCEMC                                         54,293      58,657       124,430       142,364       281,237       275,425
  Other wholesale                               19,990      20,125        41,895        40,525        83,776        76,309
  Other utilities                               22,412      20,128        56,109        33,669       100,587        51,817
  Miscellaneous revenue                         13,177      11,023        26,412        22,040        50,895        45,181
- ----------------------------------------------------------------------------------------------------------------------------
        Total Operating Revenues            $  685,968  $  681,965   $ 1,469,553   $ 1,410,203   $ 3,065,903   $ 2,855,021
============================================================================================================================
Energy Sales (millions of kWh)              
  Residential                                    2,640       2,419         6,448         5,682        12,840        11,184
  Commercial                                     2,335       2,247         4,657         4,338         9,594         8,811
  Industrial                                     3,691       3,733         7,025         7,000        14,337        14,237
  Government and municipal                         319         299           655           600         1,343         1,252
  Power Agency contract requirements               615         489         1,385           965         2,759         2,103
  NCEMC                                            862       1,100         1,953         2,484         4,923         5,093
  Other wholesale                                  503         473           983           935         1,963         1,866
  Other utilities                                1,080         902         2,652         1,476         4,410         2,126
- ----------------------------------------------------------------------------------------------------------------------------
        Total Energy Sales                      12,045      11,662        25,758        23,480        52,169        46,672
============================================================================================================================
Energy Supply (millions of kWh)             
  Generated - coal                               4,884       5,877        12,027        10,440        25,104        19,591
              nuclear                            5,805       4,044        10,484         9,891        20,541        21,352
              hydro                                211         155           523           453           894           800
              combustion turbines                   15           1            29                          85             1
  Purchased                                      1,828       2,034         3,724         3,544         7,613         6,767
- ----------------------------------------------------------------------------------------------------------------------------
        Total Energy Supply (Company Share)     12,743      12,111        26,787        24,328        54,237        48,511
============================================================================================================================
Detail of Income Taxes (in thousands)       
 Included in Operating Expenses             
  Income tax expense (credit)- current      $   58,915  $   33,016   $   125,020   $   110,171   $   200,115   $   203,736
  Income tax expense - deferred                 10,868       2,479        24,470       (10,708)      118,480        18,721
  Income tax expense - investment                         
    tax credit adjustments                      (2,611)     (2,553)       (5,223)       (5,105)       (9,461)      (10,874)
- ----------------------------------------------------------------------------------------------------------------------------
        Subtotal                                67,172      32,942       144,267        94,358       309,134       211,583
- ----------------------------------------------------------------------------------------------------------------------------
 Harris Plant deferred costs -              
   investment tax credit adjustments               (74)        (74)         (149)         (149)         (297)         (297)
- ----------------------------------------------------------------------------------------------------------------------------
  Total Included in Operating Expenses          67,098      32,868       144,118        94,209       308,837       211,286
- ----------------------------------------------------------------------------------------------------------------------------
 Included in Other Income                                                                                        
  Income tax expense (credit) - current         (6,189)     (4,796)      (11,626)       (9,693)      (26,852)      (23,633)
  Income tax expense - deferred                  1,771       1,589         2,795         3,196         5,977        10,201
- ----------------------------------------------------------------------------------------------------------------------------
        Total Included in Other Income          (4,418)     (3,207)       (8,831)       (6,497)      (20,875)      (13,432)
- ----------------------------------------------------------------------------------------------------------------------------
            Total Income Tax Expense        $   62,680  $   29,661   $   135,287   $    87,712   $   287,962   $   197,854
============================================================================================================================

FINANCIAL STATISTICS

Ratio of earnings to fixed charges                                                                      4.07          3.35
Return on average common stock equity                                                                  15.03 %       11.93 %
Book value per common share                                                                      $     18.33   $     17.72
Capitalization ratios                       
    Common stock equity                                                                                49.32 %       47.98 %
    Preferred stock - redemption not required                                                           2.69          2.65
    Long-term debt, net                                                                                47.99         49.37
- ----------------------------------------------------------------------------------------------------------------------------
            Total                                                                                     100.00 %      100.00 %
============================================================================================================================

 ............................................................................................................................
See Notes to Financial Statements.          
</TABLE>

Carolina Power & Light Company
NOTES TO FINANCIAL STATEMENTS 

1.     These interim financial statements are prepared in conformity with the
accounting principles reflected in the financial statements included in the
Company's 1995 Annual Report to Shareholders and the 1995 Annual Report on
Form 10-K. These are interim financial statements, and because of temperature
variations between seasons of the year and the timing of outages of electric
generating units, especially nuclear-fueled units, the amounts reported in the
Statements of Income for periods of less than twelve months are not
necessarily indicative of amounts expected for the year. Certain amounts for
1995 have been reclassified to conform to the 1996 presentation. 

2.  In the first quarter of 1996, the Company entered into two new long-term
revolving credit facilities totaling $350 million, which support the
Company's commercial paper borrowings. The Company is required to pay minimal
annual commitment fees to maintain these facilities. Consistent with
management's intent to maintain its commercial paper on a long-term basis, and
as supported by the long-term credit facilities, the Company included $350
million of commercial paper outstanding in long-term debt.  

3.     In 1994, the Board of Directors of the Company authorized the
repurchase of up to 10 million shares of the Company's common stock on the
open market. In accordance with the stock repurchase program, the Company has
purchased approximately 8.8 million shares through June 30, 1996.

4.     Contingencies existing as of the date of these statements are described
below. No significant changes have occurred since December 31, 1995, with
respect to the commitments discussed in Note 10 of the financial statements
included in the Company's 1995 Annual Report to Shareholders.    

a) In the Company's retail jurisdictions, provisions for nuclear
decommissioning costs are approved by the North Carolina Utilities Commission
and the South Carolina Public Service Commission and are based on 
site-specific estimates that included the costs for removal of all radioactive 
and other structures at the site. In the wholesale jurisdiction, the provisions
for nuclear decommissioning costs are based on amounts agreed upon in
applicable rate agreements. Based on the site-specific estimates discussed
below, and using an assumed after-tax earnings rate of 8.5% and an assumed
cost escalation rate of 4%, current levels of rate recovery for nuclear
decommissioning costs are adequate to provide for decommissioning of the
Company's nuclear facilities.

The Company's most recent site-specific estimates of decommissioning costs
were developed in 1993, using 1993 cost factors, and are based on prompt
dismantlement decommissioning, which reflects the cost of removal of all
radioactive and other structures currently at the site, with such removal
occurring shortly after operating license expiration. These estimates, in 1993
dollars, are $257.7 million for Robinson Unit No. 2, $235.4 million for
Brunswick Unit No. 1, $221.4 million for Brunswick Unit No. 2 and $284.3
million for the Harris Plant. These estimates are subject to change based on a
variety of factors including, but not limited to, cost escalation, changes in
technology applicable to nuclear decommissioning, and changes in federal,
state or local regulations. The cost estimates exclude the portion
attributable to North Carolina Eastern Municipal Power Agency, which holds an
undivided ownership interest in the Brunswick and Harris nuclear generating
facilities. Operating licenses for the Company's nuclear units expire in the
year 2010 for Robinson Unit No. 2, 2016 for Brunswick Unit No. 1, 2014 for
Brunswick Unit No. 2 and 2026 for the Harris Plant.

The Financial Accounting Standards Board has reached several tentative
conclusions with respect to its project regarding  accounting practices
related to closure and removal of long-lived assets. The primary conclusions
as they relate to nuclear decommissioning are: 1) the cost of decommissioning
should be accounted for as a liability and accrued as the obligation is
incurred; 2) recognition of a liability for decommissioning results in
recognition of an increase to the cost of the plant; 3) the decommissioning
liability should be measured based on discounted future cash flows using a
risk-free rate; and 4) decommissioning trust funds should not be offset
against the decommissioning liability. An exposure draft was issued in
February 1996 and it is uncertain what impact, if any, the final statement may
have on the Company's accounting for decommissioning and other closure and
removal costs.

b) As required under the Nuclear Waste Policy Act of 1982, the Company entered
into a contract with the U. S. Department of Energy (DOE) under which the DOE
agreed to dispose of the Company's spent nuclear fuel. The Company cannot
predict whether the DOE will be able to perform its contractual obligations
and provide interim storage or permanent disposal repositories for spent
nuclear fuel and/or high-level radioactive waste materials on a timely basis.

With certain modifications, the Company's spent fuel storage facilities are
sufficient to provide storage space for spent fuel generated on the Company's
system through the expiration of the current operating licenses for all of the
Company's nuclear generating units. Subsequent to the expiration of the
licenses, dry storage may be necessary.

c) The Company is subject to federal, state and local regulations addressing
air and water quality, hazardous and solid waste management and other
environmental matters. 

Various organic materials associated with the production of manufactured gas,
generally referred to as coal tar, are regulated under various federal and
state laws, and a liability may exist for their remediation. There are several
manufactured gas plant (MGP) sites to which the Company and certain entities
that were later merged into the Company may have had some connection. In this
regard, the Company, along with other entities alleged to be former owners and
operators of MGP sites in North Carolina, is participating in a cooperative
effort with the North Carolina Department of Environment, Health and Natural
Resources, Division of Solid Waste Management (DSWM) to establish a uniform
framework for addressing those sites. It is anticipated that the investigation
and remediation of specific MGP sites will be addressed pursuant to one or
more Administrative Orders on Consent between DSWM and individual potentially
responsible parties. To date, the Company has not entered into any such
orders. The Company continues to investigate the identities of parties
connected to MGP sites in North Carolina, the relative relationships of the
Company and other parties to those sites and the degree, if any, to which the
Company should undertake shared voluntary efforts with others at individual
sites.

The Company has been notified by regulators of its involvement or potential
involvement in several sites, other than MGP sites, that require remedial
action. Although the Company cannot predict the outcome of these matters, it
does not expect costs associated with these sites to be material to the
results of operations of the Company. 

The Company has recorded a liability for the estimated costs associated with
investigation and remediation activities for certain MGP sites and for sites
other than MGP sites. This liability is not material to the financial position
of the Company.

Due to the lack of information with respect to the operation of MGP sites for
which a liability has not been accrued and due to the uncertainty concerning
questions of liability and potential environmental harm, the extent and cost
of required remedial action, if any, are not currently determinable.  The
Company cannot predict the outcome of these matters or the extent to which
other MGP sites may become the subject of inquiry.

<TABLE> <S> <C>

<ARTICLE> UT
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM (INTERIM FINANCIAL STATEMENTS AS OF JUNE 30, 1996) AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL 
STATEMENTS.
</LEGEND>
<CIK> 0000017797
<NAME> CAROLINA POWER & LIGHT COMPANY
        
<S>                                                    <C> 
<PERIOD-TYPE>                                          6-MOS
<FISCAL-YEAR-END>                                      DEC-31-1995
<PERIOD-END>                                           JUN-30-1996
<BOOK-VALUE>                                              PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                               $6,313,528
<OTHER-PROPERTY-AND-INVEST>                               $499,424
<TOTAL-CURRENT-ASSETS>                                    $628,934
<TOTAL-DEFERRED-CHARGES>                                  $602,039
<OTHER-ASSETS>                                            $176,284
<TOTAL-ASSETS>                                          $8,220,209
<COMMON>                                                $1,206,198
<CAPITAL-SURPLUS-PAID-IN>                                    ($790)
<RETAINED-EARNINGS>                                     $1,430,767
<TOTAL-COMMON-STOCKHOLDERS-EQ>                          $2,636,175
                                           $0
                                               $143,801
<LONG-TERM-DEBT-NET>                                    $2,565,268
<SHORT-TERM-NOTES>                                              $0
<LONG-TERM-NOTES-PAYABLE>                                       $0
<COMMERCIAL-PAPER-OBLIGATIONS>                                  $0
<LONG-TERM-DEBT-CURRENT-PORT>                             $138,258
                                       $0
<CAPITAL-LEASE-OBLIGATIONS>                                     $0
<LEASES-CURRENT>                                                $0
<OTHER-ITEMS-CAPITAL-AND-LIAB>                          $2,736,707
<TOT-CAPITALIZATION-AND-LIAB>                           $8,220,209
<GROSS-OPERATING-REVENUE>                               $1,469,553
<INCOME-TAX-EXPENSE>                                      $144,267
<OTHER-OPERATING-EXPENSES>                              $1,075,892
<TOTAL-OPERATING-EXPENSES>                              $1,220,159
<OPERATING-INCOME-LOSS>                                   $249,394
<OTHER-INCOME-NET>                                         $29,584
<INCOME-BEFORE-INTEREST-EXPEN>                            $278,978
<TOTAL-INTEREST-EXPENSE>                                   $97,976
<NET-INCOME>                                              $181,002
                                 $4,804
<EARNINGS-AVAILABLE-FOR-COMM>                             $176,198
<COMMON-STOCK-DIVIDENDS>                                  $130,809
<TOTAL-INTEREST-ON-BONDS>                                  $88,029
<CASH-FLOW-OPERATIONS>                                    $428,836
<EPS-PRIMARY>                                                $1.23
<EPS-DILUTED>                                                $1.23

        

</TABLE>


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