TECO ENERGY INC
10-Q, 1996-05-14
ELECTRIC SERVICES
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                    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           March 31, 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 1-8180


                           TECO ENERGY, INC.                    
          (Exact name of registrant as specified in its charter)


           FLORIDA                                 59-2052286     
(State or other jurisdiction                      (IRS Employer
incorporation or organization)                 Identification No.)


702 North Franklin Street, Tampa, Florida            33602  
(Address of principal executive offices)           (Zip Code)


Registrant's telephone number, including area code:  (813) 228-4111

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          

Number  of  shares  outstanding of each of the issuer's classes of common
stock, as of the latest practicable date (April 30, 1996):

                Common Stock, $1 Par Value     117,101,052<PAGE>


                                                                FORM 10-Q 

                      PART I.  FINANCIAL INFORMATION



Item 1.   Financial Statements

     In    the    opinion  of    management,  the  unaudited consolidated

     financial  statements  include  all  adjustments (none of which were

     other  than  normal  and  recurring) necessary to present fairly the

     results  for  the three-month periods ended March 31, 1996 and 1995.

     Reference  should  be  made  to  the explanatory notes affecting the

     income  and  balance sheet accounts contained in TECO Energy, Inc.'s

     Annual  Report  on Form 10-K for the year ended Dec. 31, 1995 and to

     the notes on page 6 of this report.




































                                  - 2 -<PAGE>


                                                                FORM 10-Q 

                       CONSOLIDATED BALANCE SHEETS
                              (in thousands)

                                             March 31,          Dec. 31, 
                                               1996               1995   
                                  Assets
Current assets  
  Cash and cash equivalents                 $   13,748        $   10,259 
  Short-term investments                        32,761            32,176
  Receivables, less allowance
    for uncollectibles                         161,081           163,536 
  Inventories, at average cost
    Fuel                                        60,274            76,737 
    Materials and supplies                      51,718            48,984 
  Prepayments                                    7,982             9,574 
                                               327,564           341,266 
Property, plant and equipment, 
 at original cost
  Utility plant in service                   3,207,348         3,174,526 
  Construction work in progress                498,870           479,586 
  Other property                               839,594           836,411 
                                             4,545,812         4,490,523 
  Accumulated depreciation                  (1,651,916)       (1,616,231)
                                             2,893,896         2,874,292 
Other assets
  Other investments                             84,823            86,277 
  Deferred income taxes                         70,422            65,906 
  Deferred charges and other assets            105,745           105,626 
                                               260,990           257,809 
                                            $3,482,450        $3,473,367 

                         Liabilities and Capital
Current liabilities
  Long-term debt due within one year        $   31,618        $   31,327 
  Notes payable                                337,680           361,340 
  Accounts payable                              98,803           146,313 
  Customer deposits                             52,147            51,273 
  Interest accrued                              23,994            13,297 
  Taxes accrued                                 40,218            11,731 
                                               584,460           615,281 
Deferred income taxes                          394,673           396,624 
Investment tax credits                          60,056            61,347 
Regulatory liability-tax related                43,984            47,558 
Other deferred credits                         164,655           136,092 
Long-term debt, less amount due
  within one year                              995,802           994,856 
Preferred stock of Tampa Electric               54,956            54,956 
Common equity 
  Common equity - 400 million shares  
    authorized, $1 par value - issued and 
    outstanding 116,975,525 in 1996 and 
    116,731,681 in 1995                      1,257,026         1,240,887 
  Unearned compensation related to ESOP        (73,162)          (74,234)
                                            $3,482,450        $3,473,367 

The accompanying notes are an integral part of the consolidated financial
statements.


                                  - 3 -<PAGE>


                                                                FORM 10-Q 

                    CONSOLIDATED STATEMENTS OF INCOME
                              (in thousands)


For the three months ended March 31,            1996              1995   

Revenues                                      $341,141          $319,134 

Expenses
  Operation                                    177,070           155,421 
  Maintenance                                   20,903            23,934 
  Depreciation                                  44,963            44,597 
  Taxes, other than income                      30,056            29,135 
                                               272,992           253,087 

Income from operations                          68,149            66,047 

Other income
  Allowance for other funds used
    during construction                          5,019             1,799 
  Other income, net                              1,410               192 
  Preferred dividend requirements of
    Tampa Electric                                (892)             (892)
                                                 5,537             1,099 

Income before interest and income taxes         73,686            67,146 

Interest charges
  Interest expense                              22,670            21,685 
  Allowance for borrowed funds used during
    construction                                (2,051)           (1,084)
                                                20,619            20,601 
Income before provision for income taxes        53,067            46,545 
Provision for income taxes                      11,558            10,041 

Net income                                    $ 41,509          $ 36,504 


Average shares outstanding                     116,889           116,266 

Earnings per average common share 
    outstanding                               $   0.36          $   0.31 

Dividends per common share outstanding        $  0.265          $ 0.2525 


The accompanying notes are an integral part of the consolidated financial
statements.









                                  - 4 -<PAGE>


                                                                FORM 10-Q 

                  CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (in thousands)


For the three months ended March 31,            1996               1995  

Cash flows from operating activities
Net income                                    $ 41,509          $ 36,504 
  Adjustments to reconcile net income
      to net cash:
    Depreciation                                44,963            44,597 
    Deferred income taxes                      (10,883)           (3,229)
    Investment tax credits, net                 (1,309)           (1,334)
    Allowance for funds used 
      during construction                       (7,070)           (2,883)
    Amortization of unearned compensation         
      related to ESOP                            1,072             1,232 
    Revenue reduction                           20,869             7,421 
    Deferred recovery clause                     1,365            (5,857)
    Amortization of coal contract buyout           676                -- 
    Receivables, less allowance
      for uncollectibles                         2,455            15,493 
    Inventories                                 13,729            (7,169)
    Taxes accrued                               28,487            16,328 
    Interest accrued                            10,697             5,730 
    Accounts payable                           (47,510)          (34,619)
    Other                                        8,582             2,607 
                                               107,632            74,821 
Cash flows from investing activities
  Capital expenditures                         (64,938)         (102,113)
  Allowance for funds used  
    during construction                          7,070             2,883 
  Investment in short-term investments            (585)           69,658 
  Other non-current investments                  2,879               308 
                                               (55,574)          (29,264)
Cash flows from financing activities
  Common stock                                   4,888             2,725 
  Proceeds from long-term debt                   3,058               620 
  Repayment of long-term debt                   (1,880)           (2,486)
  Net decrease in short-term debt              (23,660)          (40,985)
  Dividends                                    (30,975)          (29,346)
                                               (48,569)          (69,472)
Net increase (decrease) in cash
  and cash equivalents                           3,489           (23,915)
Cash and cash equivalents 
  at beginning of period                        10,259            35,797 
Cash and cash equivalents at end of period    $ 13,748          $ 11,882 



The accompanying notes are an integral part of the consolidated financial
statements.





                                  - 5 -<PAGE>


                                                                FORM 10-Q 

                      NOTES TO FINANCIAL STATEMENTS


A.        TECO  Energy,  Inc.  and  its  subsidiaries  have  made certain

     commitments  in connection with their continuing capital improvement

     program  and estimate that capital expenditures, excluding allowance

     for  funds  used during construction (AFUDC), during 1996 will be as

     follows:

                                             millions
          Tampa Electric Company               $178  
          TECO Coalbed Methane, Inc.              3  
          TECO Coal Corporation                   5  
          TECO Gas & Oil, Inc.                   28  
          TECO Properties Corporation             1  
          TECO Transport & Trade Corporation     37  
                                               $252  


B.        During  the  first quarter of 1996, Tampa Electric recognized a

     $21  million  revenue  reduction  pursuant to a multi-year base rate

     freeze,  revenue  deferral  and refund plan which the Florida Public

     Service  Commission  (FPSC)  voted  to approve in April 1996.  Tampa

     Electric  deferred  $7 million during the first quarter of last year

     in  accordance  with  a  plan  approved  by  the FPSC for 1995.  The

     revenue  reductions totaling $70 million recorded under the plans in

     1995  and 1996 are included in other deferred credits on the balance

     sheet.  See additional discussion on page 10.



C.        On April 29, 1996, Tampa Electric retired $35 million aggregate

     par  value  of  8.00% Series E and 7.44% Series F preferred stock at

     redemption prices of $102.00 and $101.00 per share, respectively.









                                  - 6 -<PAGE>


                                                                FORM 10-Q 

Item 2.   Management's Discussion and Analysis of Financial

          Condition and Results of Operations

     Results of Operations

     Three months ended March 31, 1996:

          Net  income  of  $41.5 million in the first quarter of 1996 was

     $5.0  million  or  14  percent  higher than 1995's first quarter due

     primarily  to  favorable  gas prices at TECO Coalbed Methane and the

     onset  of  operations  at  TECO  Power  Services   independent power

     project  in  Guatemala.    In addition, Tampa Electric s capitalized

     financing costs (AFUDC), primarily associated with the investment in

     the  Polk  Power  Station currently under construction, increased to

     $7.1 million from $2.9 million for the same period last year.

          Consolidated  operating  income  was  up  3 percent from 1995's

     first quarter due to strong performances by TECO Coalbed Methane and

     TECO  Power  Services  which  more  than offset the decline in Tampa

     Electric s operating income.

          The  following table identifies the unconsolidated revenues and

     operating income of TECO Energy s significant operating groups.

     Contributions by operating group (unconsolidated)

                                 (thousands of dollars)
                                        Revenues      
                                    1996      1995  
     Tampa Electric               $254,746  $253,796
     Diversified companies        $132,533  $114,603

                                    Operating income  
                                    1996      1995  
     Tampa Electric               $ 43,468  $ 45,880
     Diversified companies*       $ 27,011  $ 21,599
                            
     *  Operating  income  includes  items  which  are  reclassified  for
     consolidated  financial statement purposes.  The principal items are
     the  non-conventional  fuels  tax  credit related to coalbed methane
     production  and interest expense of the non-recourse debt related to
     independent   power  operations,  both  of  which  are  included  in
     operating income for the diversified companies.  In the Consolidated


                                  - 7 -<PAGE>


                                                                FORM 10-Q 

     Statements  of  Income,  the tax credit is part of the provision for
     income taxes and the interest is part of interest expense.


          Tampa    Electric's    first-quarter    operating   income   of

     $43.5  million  was  6 percent lower than in 1995.  The 1996 results

     were  net  of  a  $21-million  revenue reduction which included $15-

     million  of  a $25-million refund and a $6-million revenue deferral.

     This reduction was in accordance with a FPSC-approved plan described

     on  page  10.  Operating  income  last  year was net of a $7-million

     revenue  deferral in accordance with 1995's FPSC-approved regulatory

     plan.

          Tampa  Electric  s  revenues for the quarter increased slightly

     due   to  higher  energy  sales.    Retail  energy  sales  increased

     10  percent  reflecting  cooler  than  normal temperatures, customer

     growth  of  more  than 2 percent and a strong local economy.  Energy

     sales to other utilities were 13 percent higher than in 1995, driven

     by lower coal prices at Gannon Station and weather.

          Tampa Electric's total operating expenses for the first quarter

     were  2 percent higher than in 1995.  The increase was primarily due

     to higher fuel expense resulting from higher energy sales, partially

     offset  by lower operation-other and maintenance expenses reflecting

     aggressive cost management efforts.

          Unconsolidated  operating income from TECO Energy's diversified

     companies  increased  25  percent  to  $27.0  million on revenues of

     $132.5 million.

          Favorable  gas prices improved TECO Coalbed Methane s operating

     income,  which  increased  over 1995 even though last year s results

     included  a  $4.2-million  gain  from  a  gas  contract  termination

     settlement.


                                  - 8 -<PAGE>


                                                                FORM 10-Q 

          The Alborada Power Station in Guatemala, which began commercial

     operation  in  the  third  quarter  of  1995, accounted for improved

     results at TECO Power Services.

          TECO  Transport  &  Trade  and  TECO Coal continued to increase

     third-party  volumes  even though operations were adversely affected

     by winter weather.

          Consolidated interest expense before the allowance for borrowed

     funds used during construction was up 5 percent due to higher levels

     of short-term debt, partially offset by lower short-term rates.








































                                  - 9 -<PAGE>


                                                                FORM 10-Q 

     Liquidity, Capital Resources and Changes in Financial Condition

          Tampa  Electric  recognized  a  $21-million  revenue  reduction

     during  the first quarter of 1996 pursuant to a multi-year base rate

     freeze,  revenue deferral and refund plan.  The plan is an agreement

     between Tampa Electric, the Office of Public Counsel and the Florida

     Industrial  Power  Users  Group  which covers the years 1996 through

     1998.  A more complete description of the plan, which the FPSC voted

     to  approve  on April 30, 1996, is contained in TECO Energy s Annual

     Report on Form 10-K for the year ended Dec. 31, 1995.

          TECO  Gas  & Oil s joint venture, which held 13 lease blocks in

     the  shallow  gulf  waters  off  Texas  and  Louisiana  in 1995, has

     successfully  bid  for  nine  additional  blocks  at  the April 1996

     federal auction.

          Fuel  inventory  declined because of increased energy sales and

     as  a  result  of  winter  weather  conditions  which  affected  the

     transportation of coal to Tampa Electric s facilities.

          The  increase  in  other  deferred credits reflected the refund

     accrual  and revenue deferral at Tampa Electric related to the FPSC-

     approved regulatory plan.

          Taxes  accrued  increased  primarily  because  of the timing of

     federal income tax and property tax payments at Tampa Electric.














                                  - 10 -<PAGE>


                                                                FORM 10-Q 

                       PART II.  OTHER INFORMATION

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

               At  the  Annual  Meeting of Shareholders held on April 17,

           1996,  the  shareholders  of  TECO  Energy,  Inc.  elected six

           directors and voted to approve the 1996 Equity Incentive Plan.

           The votes were as follows:

                          Votes Cast   Votes Cast                Broker
                              For        Against   Abstentions  Non-Votes
   Election of Directors

   DuBose Ausley           99,621,255   2,687,141
   James L. Ferman, Jr.   100,359,010   1,949,386
   Dennis R. Hendrix      100,529,197   1,779,199
   Robert L. Ryan         100,539,317   1,769,079
   William P. Sovey       100,456,573   1,851,823
   James O. Welch, Jr.    100,456,636   1,851,760

   1996 Equity
    Incentive Plan         85,140,964  14,998,382    2,169,049  8,690,954


Item 6.    Exhibits and Reports on Form 8-K

     (a)   Exhibits

     10.1  TECO Energy, Inc. 1996 Equity Incentive Plan.

     11.   Computation of earnings per common share.

     27.   Financial data schedule. (EDGAR filing only)

     (b)   Reports on Form 8-K

           The  registrant  filed  a  Current  Report  on  Form 8-K dated
           January  4,  1996  reporting under  Item 5. Other Events  on a
           proposed   agency   action   by  the  Florida  Public  Service
           Commission.

           The  registrant  filed  a  Current  Report  on  Form 8-K dated
           February  13,  1996  reporting under  Item 5. Other Events  on
           the  protest  of  Florida Public Service Commission s proposed
           agency  action by the Office of Public Counsel and the Florida
           Industrial Power Users Group.

           The  registrant filed a Current Report on Form 8-K dated March
           25,  1996  reporting  under    Item  5.  Other  Events  on the
           agreement between Tampa Electric, the Office of Public Counsel
           and  the  Florida Industrial Power Users Group on a multi-year
           base  rate  freeze, revenue deferral and refund plan for Tampa
           Electric.

                                  - 11 -<PAGE>


                                                                FORM 10-Q 

                                SIGNATURES


   Pursuant  to  the  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.













                                          TECO ENERGY, INC.   
                                            (Registrant)















   Date:  May 14, 1996                 By:       /s/ A. D. Oak      
                                                   A. D. Oak
                                       Senior Vice President - Finance,
                                         and Chief Financial Officer 
                                        (Principal Accounting Officer)
















                                  - 12 -<PAGE>


                                                                FORM 10-Q 

                            INDEX TO EXHIBITS

Exhibit No.    Description of Exhibits                            Page No.

   10.1        TECO Energy, Inc. 1996 Equity Incentive Plan            14 

   11.         Computation of earnings per common share                20 

   27.         Financial data schedule (EDGAR filing only)             -- 
















































                                  - 13 -<PAGE>








                                                       Exhibit 10.1


                               TECO ENERGY, INC.
                          1996 EQUITY INCENTIVE PLAN

1.    Purpose.

      The  purpose  of  the  TECO Energy, Inc. 1996 Equity Incentive Plan (the
"Plan")  is  to  attract  and  retain  key employees of TECO Energy, Inc. (the
"Company")  and  its  affiliates,  to provide an incentive for them to achieve
long-range  performance  goals, and to enable them to participate in the long-
term  growth  of the Company by the granting of awards ("Awards") of, or based
on,  the  Company's  common  stock, $1.00 par value (the "Common Stock").  The
Plan  is  an  amendment and restatement of the Company's 1990 Equity Incentive
Plan  (the  "1990 Plan").  No provision of the Plan will affect the rights and
privileges of holders of outstanding options under the 1990 Plan.

2.    Administration.

      The  Plan  will  be  administered  by a committee of not less than three
members  of  the  Board  of Directors of the Company appointed by the Board to
administer the Plan (the "Committee").  Each member of the Committee will be a
"disinterested  person"  or  the  equivalent  within the meaning of Rule 16b-3
under  the  Securities Exchange Act of 1934, as amended from time to time (the
"Exchange  Act"),  and an "outside director" within the meaning of Section 162
of  the  Internal  Revenue  Code  of  1986,  as amended from time to time (the
"Code").   The Committee will select those persons to receive Awards under the
Plan  ("Participants")  and  will  determine  the  terms and conditions of all
Awards.    The  Committee  will have authority to adopt, alter and repeal such
administrative  rules, guidelines and practices governing the operation of the
Plan  as  it  from  time  to  time  considers  advisable, and to interpret the
provisions  of the Plan.  The Committee's decisions will be final and binding.
To  the  extent permitted by applicable law, the Committee may delegate to one
or  more  executive  officers  of  the  Company  the  power  to make Awards to
Participants  who  are  not  subject to Section 16 of the Exchange Act and all
determinations  under  the  Plan  with  respect  thereto,  provided  that  the
Committee will fix the maximum amount of such Awards for all such Participants
and a maximum for any one Participant.

3.    Eligibility.

      All  employees  of  the  Company  (or  any  business entity in which the
Company  owns  directly or indirectly 50% or more of the total voting power or
has  a  significant financial interest as determined by the Committee) capable
of  contributing  significantly  to the successful performance of the Company,
other  than  an  employee  who has irrevocably elected not to be eligible, are
eligible to be Participants in the Plan.

4.    Stock Available for Awards.



                                    - 14 -<PAGE>





                                                       Exhibit 10.1

      (a)   Amount.  Subject to adjustment under subsection (b), Awards may be
made  under the Plan for up to 3,750,000 shares of Common Stock, together with
all  shares  of  Common  Stock  available for issue under the 1990 Plan on the
effective  date of the Plan.  If any Award (including any Award under the 1990
Plan)  expires  or  is  terminated unexercised or is forfeited or settled in a
manner  that results in fewer shares outstanding than were awarded, the shares
subject  to  such  Award,  to  the  extent  of  such  expiration, termination,
forfeiture  or  decrease,  will  again  be available for award under the Plan.
Common  Stock  issued  through  the  assumption or substitution of outstanding
grants  from  an  acquired  company  will  not reduce the shares available for
Awards  under  the Plan.  Shares issued under the Plan may consist in whole or
in part of authorized but unissued shares or treasury shares.

      (b)   Adjustment.    In the event that the Committee determines that any
stock dividend, extraordinary cash dividend, recapitalization, reorganization,
merger,  consolidation, split-up, spin-off, combination, exchange of shares or
other  change  affects the Common Stock such that an adjustment is required in
order  to  preserve the benefits intended to be provided by the Plan, then the
Committee  (subject  in  the case of incentive stock options to any limitation
required  under  the  Code) will equitably adjust any or all of (i) the number
and  kind  of  shares  for  which  Awards may be made under the Plan, (ii) the
number and kind of shares subject to outstanding Awards and (iii) the exercise
price  with  respect to any of the foregoing.  In making such adjustments, the
Committee may ignore fractional shares so that the number of shares subject to
any  Award  will  be a whole number.  If considered appropriate, the Committee
may  make  provision  for  a  cash  payment  with respect to all or part of an
outstanding Award instead of or in addition to any such adjustment.

      (c)   Limit  on  Individual  Grants.    The  maximum number of shares of
Common  Stock  subject  to  Stock  Options and SARs that may be granted to any
Participant  in  the  aggregate in any calendar year will not exceed 1,000,000
shares, subject to adjustment under subsection (b).

5.    Types of Awards.

      (a)   Stock  Grants.   The Committee may make awards of shares of Common
Stock  ("Stock  Grants")  upon  such  terms  and  conditions  as the Committee
determines.    Stock  Grants  may include without limitation restricted stock,
performance  shares, performance-accelerated restricted stock and bonus stock.
Stock   Grants   may  be  issued  for  no  cash  consideration,  such  minimum
consideration as may be required by applicable law or such other consideration
as the Committee may determine.

      (b)   Stock  Options.  The Committee may grant options ("Stock Options")
to  purchase  shares  of  Common  Stock at an exercise price determined by the
Committee  of  not less than 100% of the fair market value of the Common Stock
on  the  date  of  grant  and  upon such terms and conditions as the Committee
determines.    Stock  Options  may  include without limitation incentive stock
options, nonstatutory stock options, indexed stock options, performance-vested
stock  options,  performance-accelerated stock options and reload options.  No

                                    - 15 -<PAGE>





                                                       Exhibit 10.1

incentive stock option may be granted under the Plan more than ten years after
the  effective  date of this restatement of the Plan.  Payment of the exercise
price  may  be made in cash or, to the extent permitted by the Committee at or
after  the  grant  of  the  Stock Option, in whole or in part by delivery of a
promissory  note  or  shares  of Common Stock owned by the optionee, including
Stock  Grants, or by retaining shares otherwise issuable pursuant to the Stock
Option,  in  each  case valued at fair market value on the date of delivery or
retention, or such other lawful consideration as the Committee may determine.

      (c)   Stock  Equivalents.    The  Committee  may grant rights to receive
payment  from the Company based in whole or in part on the value of the Common
Stock  ("Stock  Equivalents")  upon such terms and conditions as the Committee
determines.    Stock Equivalents may include without limitation phantom stock,
performance   units,   dividend  equivalents  and  stock  appreciation  rights
("SARs").    SARs  granted in tandem with a Stock Option will terminate to the
extent  that  the  related  Stock  Option  is exercised, and the related Stock
Option  will  terminate  to the extent that the tandem SARs are exercised.  An
SAR  will  have an exercise price determined by the Committee of not less than
100%  of the fair market value of the Common Stock on the date of grant, or of
not less than the exercise price of the related Stock Option in the case of an
SAR  granted  in  tandem with a Stock Option.  The Committee will determine at
the time of grant or thereafter whether Stock Equivalents are to be settled in
cash,  Common  Stock or other securities of the Company, other Awards or other
property.

6.    General Provisions Applicable to Awards.

      (a)   Fair  Market  Value.  The fair market value of the Common Stock or
any  other  property  will  be  the  fair  market  value  of  such property as
determined  by the Committee in good faith or in the manner established by the
Committee from time to time.

      (b)   Reporting Person Limitations.  Notwithstanding any other provision
of  the  Plan, to the extent required to qualify for the exemption provided by
Rule  16b-3  under  the  Exchange  Act,  Awards  made  to  a person subject to
Section  16  of the Exchange Act will not be transferable by such person other
than  by  will  or  the  laws  of descent and distribution and are exercisable
during such person's lifetime only by such person or by such person's guardian
or  legal  representative.   If then permitted by Rule 16b-3, such Awards will
also  be  transferable  pursuant  to  a  qualified domestic relations order as
defined  in the Code or Title I of the Employee Retirement Income Security Act
or the rules thereunder.

      (c)   Documentation.    Each Award under the Plan will be evidenced by a
writing  delivered  to  the  Participant  specifying  the terms and conditions
thereof  and  containing such other terms and conditions not inconsistent with
the  provisions  of the Plan as the Committee considers necessary or advisable
to  achieve  the purposes of the Plan.  These terms and conditions may include
without limitation performance criteria, vesting requirements, restrictions on
transfer  and  payment  rules.    The  Committee  may  establish the terms and

                                    - 16 -<PAGE>





                                                       Exhibit 10.1

conditions at the time the Award is granted or may provide that such terms and
conditions will be determined at any time thereafter.

      (d)   Committee  Discretion.    Each type of Award may be made alone, in
addition  to  or  in  relation  to any other Award.  The terms of each type of
Award  need  not  be  identical, and the Committee need not treat Participants
uniformly.    Except  as otherwise provided by the Plan or a particular Award,
any determination with respect to an Award may be made by the Committee at the
time of grant or at any time thereafter.

      (e)   Dividends  and  Cash  Awards.  In the discretion of the Committee,
any  Award  under  the  Plan may provide the Participant with (i) dividends or
dividend  equivalents  payable  currently or deferred with or without interest
and (ii) cash payments in lieu of or in addition to an Award.

      (f)   Termination  of  Employment.    The  Committee  will determine the
effect  on  an Award of the disability, death, retirement or other termination
of  employment of a Participant and the extent to which, and the period during
which,  the  Participant's  legal  representative, guardian or beneficiary may
receive  payment of an Award or exercise rights thereunder.  A Participant may
designate  a  beneficiary  in  a  manner  determined by the Committee.  In the
absence  of  an effective designation, a Participant's beneficiary will be the
Participant's estate.

      (g)   Change  in  Control.   In order to preserve a Participant's rights
under  an  Award  in  the  event  of  a  change in control of the Company, the
Committee  in  its discretion may, at the time an Award is made or at any time
thereafter,  take  one  or  more of the following actions: (i) provide for the
acceleration  of  any  time  period relating to the exercise or payment of the
Award,  (ii)  provide for payment to the Participant of cash or other property
with  a  fair  market  value equal to the amount that would have been received
upon the exercise or payment of the Award had the Award been exercised or paid
upon  the  change  in control, (iii) adjust the terms of the Award in a manner
determined  by  the Committee to reflect the change in control, (iv) cause the
Award to be assumed, or new rights substituted therefor, by another entity, or
(v)  make  such other provision as the Committee may consider equitable to the
Participant and in the best interests of the Company.

      (h)   Loans.    The  Committee may authorize the making of loans or cash
payments to Participants in connection with the grant or exercise of any Award
under  the  Plan, which loans may be secured by any security, including Common
Stock,  underlying  such  Award, and which may be forgiven upon such terms and
conditions  as  the Committee may establish at the time of such loan or at any
time thereafter.

      (i)   Withholding  Taxes.    The Participant will pay to the Company, or
make  provision  satisfactory  to  the  Committee  for  payment  of, any taxes
required  by  law  to be withheld in respect of Awards under the Plan no later
than  the  date  of  the event creating the tax liability.  In the Committee's
discretion,  such tax obligations may be paid in whole or in part in shares of

                                    - 17 -<PAGE>





                                                       Exhibit 10.1

Common  Stock,  including  shares  retained  from  the  Award creating the tax
obligation,  valued at fair market value on the date of delivery or retention.
The Company and its affiliates may, to the extent permitted by law, deduct any
such  tax  obligations  from  any  payment  of  any  kind otherwise due to the
Participant.

      (j)   Foreign  Nationals.    Awards  may be made to Participants who are
foreign  nationals  or  employed  outside  the United States on such terms and
conditions  different  from  those  specified  in  the  Plan  as the Committee
considers  necessary  or  advisable  to achieve the purposes of the Plan or to
comply with applicable laws.

      (k)   Amendment  of Award.  The Committee may amend, modify or terminate
any  outstanding  Award,  including substituting therefor another Award of the
same  or  a  different  type and changing the date of exercise or realization,
provided that the Participant's consent to such action will be required unless
the action, taking into account any related action, would not adversely affect
the Participant.

7.    Miscellaneous.

      (a)   No Right To Employment.  No person will have any claim or right to
be  granted an Award.  Neither the Plan nor any Award hereunder will be deemed
to  give  any employee the right to continued employment or to limit the right
of the Company to discharge any employee at any time.

      (b)   No  Rights  As  Shareholder.    Subject  to  the provisions of the
applicable  Award,  no  Participant  or  beneficiary will have any rights as a
shareholder with respect to any shares of Common Stock to be distributed under
the  Plan  until  he or she becomes the holder thereof.  A Participant to whom
Common  Stock is awarded will be considered the holder of such Common Stock at
the time of the Award except as otherwise provided in the applicable Award.

      (c)   Effective Date.  The Plan will be effective on April 17, 1996.

      (d)   Amendment  of  Plan.    The  Board of Directors of the Company may
amend,  suspend  or  terminate  the  Plan  or any portion thereof at any time,
subject  to any shareholder approval that the Board determines to be necessary
or advisable, provided that the Participant's consent will be required for any
amendment, suspension or termination that would adversely affect the rights of
the Participant under any outstanding Award.

      (e)   Governing Law.  The provisions of the Plan will be governed by and
interpreted in accordance with the laws of Florida.







                                    - 18 -<PAGE>





                                                                   Exhibit 11 

                                    TECO ENERGY, INC. 
                         COMPUTATIONS OF EARNINGS PER COMMON SHARE


Three months ended March 31,            1996                     1995           
                                 Primary Fully Diluted   Primary Fully Diluted
                                 Earnings    Earnings    Earnings    Earnings  


Net income (000)               $    41,509 $    41,509 $    36,504 $    36,504 

Common shares outstanding
  at beginning of period       116,731,681 116,731,681 116,199,423 116,199,423 
Dividend reinvestment and
 common stock purchase plan:
  Shares issued                     44,582      44,582      56,944      56,944 
Stock option plans:
  Options exercised                112,503     112,503      10,036      10,036 
  Shares under option at
   end of period                        --   2,268,772          --   2,063,372 
Treasury shares which could
  be purchased                          --  (1,705,496)         --  (1,809,884)
Avg. no. of shares outstanding 116,888,766 117,452,042 116,266,403 116,519,891 

Earnings per share             $      0.36 $      0.35 $      0.31 $      0.31 





























                                         - 20 -<PAGE>


<TABLE> <S> <C>


<ARTICLE>                                       UT
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
TECO ENERGY, INC. CONSOLIDATED BALANCE SHEETS, CONSOLIDATED STATEMENTS
OF INCOME AND CONSOLIDATED STATEMENTS OF CASH FLOWS AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>                                   0000350563          
<NAME>                           TECO Energy, Inc.
<MULTIPLIER>                                  1000
       
<S>                                    <C>        
<FISCAL-YEAR-END>                      DEC-31-1995
<PERIOD-START>                          JAN-1-1996
<PERIOD-END>                           MAR-31-1996
<PERIOD-TYPE>                                3-MOS
<BOOK-VALUE>                              PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                1,960,823
<OTHER-PROPERTY-AND-INVEST>                933,073
<TOTAL-CURRENT-ASSETS>                     327,564
<TOTAL-DEFERRED-CHARGES>                   176,167
<OTHER-ASSETS>                              84,823
<TOTAL-ASSETS>                           3,482,450
<COMMON>                                   116,976
<CAPITAL-SURPLUS-PAID-IN>                  346,974
<RETAINED-EARNINGS>                        793,076
<TOTAL-COMMON-STOCKHOLDERS-EQ>           1,257,026
                            0
                                 54,956
<LONG-TERM-DEBT-NET>                       995,802
<SHORT-TERM-NOTES>                             780
<LONG-TERM-NOTES-PAYABLE>                        0
<COMMERCIAL-PAPER-OBLIGATIONS>             336,900
<LONG-TERM-DEBT-CURRENT-PORT>               31,618
                        0
<CAPITAL-LEASE-OBLIGATIONS>                      0
<LEASES-CURRENT>                                 0
<OTHER-ITEMS-CAPITAL-AND-LIAB>             805,368
<TOT-CAPITALIZATION-AND-LIAB>            3,482,450
<GROSS-OPERATING-REVENUE>                  341,141
<INCOME-TAX-EXPENSE>                        11,558
<OTHER-OPERATING-EXPENSES>                 272,992
<TOTAL-OPERATING-EXPENSES>                 272,992
<OPERATING-INCOME-LOSS>                     68,149
<OTHER-INCOME-NET>                           6,429
<INCOME-BEFORE-INTEREST-EXPEN>              73,686
<TOTAL-INTEREST-EXPENSE>                    20,619
<NET-INCOME>                                42,401
                    892
<EARNINGS-AVAILABLE-FOR-COMM>               41,509
<COMMON-STOCK-DIVIDENDS>                    30,975
<TOTAL-INTEREST-ON-BONDS>                   10,869
<CASH-FLOW-OPERATIONS>                     107,632
<EPS-PRIMARY>                                 0.36
<EPS-DILUTED>                                 0.35
        

</TABLE>
/TEXT
<PAGE>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----


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