As filed with the Securities and Exchange Commission on March 31,
1998.
Registration No. 333-46951
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
AMENDMENT NO. 1
to
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
______________________
TECO ENERGY, INC.
(Exact name of registrant as specified in its charter)
Florida 59-2052286
(State or other (I.R.S. Employer
jurisdiction Identification Number)
of incorporation or
organization)
702 North Franklin Street, Tampa, Florida 33602 (813) 228-4111
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
______________________
ROGER H. KESSEL, ESQ.
Senior Vice President -- General Counsel and Secretary
TECO Energy, Inc.
702 North Franklin Street
Tampa, Florida 33602
(813) 228-4111
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
with copies to:
DAVID R. POKROSS, JR., ESQ.
Palmer & Dodge LLP
One Beacon Street
Boston, Massachusetts 02108
(617) 573-0100
______________________
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration
Statement.
______________________
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box./ /
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following box. /x/
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for
the same offering. / /
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
______________________
The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until
the Registrant shall file a further amendment which specifically
states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of
1933 or until the Registration Statement shall become effective on
such date as the Commission, acting pursuant to said Section 8(a), may
determine.<PAGE>
606,060 Shares
TECO ENERGY, INC.
Common Stock
_____________________
This Prospectus relates to the offer and sale of up to the
606,060 shares (the "Shares") of Common Stock, $1.00 par value per
share ("TECO Common Stock"), of TECO Energy, Inc. (the "Company") by
an existing shareholder of the Company (the "Selling Shareholder").
The Shares offered by this Prospectus were acquired by the Selling
Shareholder in connection with the acquisition of Griffis, Inc. and
U.S. Propane, Inc. (collectively, the "Acquired Companies") by the
Company through mergers (the "Mergers") completed on January 27, 1998.
T h e Shares are being registered by the Company pursuant to
registration rights granted in connection with the Mergers. The
Shares may be offered and sold by the Selling Shareholder from time to
time in open-market or privately-negotiated transactions not involving
an underwritten public offering, or by a combination of such methods
of sale, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices, at negotiated prices or at
fixed prices. The Selling Shareholder may effect such transactions by
selling the Shares through brokers, and such brokers may receive
compensation in the form of discounts or commissions from the Selling
Shareholder, the purchasers of the Shares or both (which compensation
to a particular broker might be in excess of customary commissions).
See "THE SELLING SHAREHOLDER" and "PLAN OF DISTRIBUTION."
The Company will not receive any of the proceeds from the sale of
the Shares. The Company, however, has agreed to bear certain expenses
in connection with the registration of the Shares. The Company also
has agreed to indemnify the Selling Shareholder against certain
liabilities, including certain liabilities under the Securities Act of
1933, as amended (the "Securities Act").
TECO Common Stock is listed on the New York Stock Exchange (the
"NYSE") under the symbol TE. On March 25, 1998, the closing per share
sale price of TECO Common Stock, as reported by the NYSE, was $28.
______________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
_____________________
No person is authorized to give any information or to make any
representations other than those contained in this Prospectus and, if
given or made, such information or representations must not be relied
upon as having been authorized by the Company or the Selling
Shareholder. This Prospectus does not constitute an offer to sell or
a solicitation of an offer to buy to any person in any jurisdiction in
which such offer or solicitation would be unlawful or to any person to
whom it is unlawful. Neither the delivery of this Prospectus nor any
offer or sale made hereunder shall, in any circumstances, create any
implication that there has been no change in the affairs of the
Company or that the information contained herein is correct as of any
time subsequent to the date hereof.
_____________________
The date of this Prospectus is March 31, 1998.<PAGE>
TABLE OF CONTENTS
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . 1
DOCUMENTS INCORPORATED BY REFERENCE . . . . . . . . . . . . . . . 1
THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . 2
THE SELLING SHAREHOLDER . . . . . . . . . . . . . . . . . . . . . 2
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . 2
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . 3
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
in accordance therewith, files periodic reports, proxy statements and
other information with the Securities and Exchange Commission (the
"Commission") relating to its business, financial statements and other
matters. Reports and proxy and information statements filed with the
Commission as well as copies of the Registration Statement, of which
this Prospectus is a part, can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450
Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549, and at
the following Regional Offices of the Commission: Midwest Regional
Office, 500 West Madison Avenue, Suite 1400, Chicago, Illinois 60661;
and Northeast Regional Office, 7 World Trade Center, Suite 1300, New
York, New York 10048. Copies of such material can also be obtained at
prescribed rates from the Public Reference Section of the Commission
at its principal office at 450 Fifth Street, N.W., Judiciary Plaza,
Washington, D.C. 20549. Such reports and other information can also
be reviewed on the Commission's web site (http://www.sec.gov). TECO
Common Stock is listed on the NYSE. Reports and other information
concerning the Company may be inspected at the offices of the NYSE, 20
Broad Street, New York, 10005.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents previously filed by the Company with the
Commission (File No. 1-8180) are hereby incorporated by reference: (i)
the Company's Annual Report on Form 10-K for the year ended
December 31, 1997 and (ii) the Company's Current Reports on Form 8-K
filed with the Commission on January 16, 1998 and March 20, 1998.
Each document filed by the Company subsequent to the date of this
Prospectus pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act prior to the termination of the offering of the Shares
shall be deemed to be incorporated herein by reference and to be a
part hereof from the date of filing of such document. Any statement
contained herein or in a document all or a portion of which is
incorporated or deemed to be incorporated herein by reference shall be
deemed to be modified or superseded for purposes of this Prospectus to
t h e extent that a statement contained herein, in any other
subsequently filed document which also is or is deemed to be
incorporated herein by reference or in any prospectus supplement
modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom
this Prospectus is delivered, upon the written or oral request by such
person, a copy of any document described above (other than exhibits).
Requests for such copies should be directed to TECO Energy, Inc., 702
North Franklin Street, Tampa, Florida 33602, attention: Mark Kane;
telephone number: (813) 228-4111.<PAGE>
THE COMPANY
The Company is a holding company whose largest subsidiary, Tampa
Electric Company, has both electric and gas utility divisions serving
customers in Florida. The Company's other subsidiaries engage in
energy-related businesses. A more complete description of the
business of the Company and its recent activities can be found in the
documents listed in "DOCUMENTS INCORPORATED BY REFERENCE." The
principal offices of the Company, a Florida corporation, are located
at 702 North Franklin Street, Tampa, Florida 33602, and its telephone
number at such offices is (813) 228-4111.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the
Shares.
THE SELLING SHAREHOLDER
The Selling Shareholder, Griffis Family Partnership, is the
former shareholder of the Acquired Companies. The Shares offered
hereby were acquired by the Selling Shareholder in connection with the
mergers of the Acquired Companies with subsidiaries of the Company.
Griffis Family Partnership has five partners: Henry G. Griffis, Jr.,
Henry G. Griffis, Sr., Ida L. Griffis, Sharon L. Cunningham and Diana
S. Mosley. As of February 25, 1998, the Selling Shareholder and its
partners, collectively, beneficially owned only the 606,060 shares of
TECO Common Stock which may be offered by this Prospectus. Other than
as discussed in the next sentence, neither the Selling Shareholder nor
any of its partners has held any position or office with, been
employed by or otherwise had a material relationship with, the Company
or any of its predecessors or affiliates since January 1, 1995, other
than as shareholders. Following the Mergers, Henry G. Griffis, Jr.
and Ronald D. Mosely, Diana S. Mosely's husband, became paid
consultants to the Company. As of December 31, 1997, there were
approximately 131 million shares of TECO Common Stock outstanding.
The total number of Shares which may be offered by this Prospectus
represents less than 1% of that number.
Approximately 5% of the Shares are subject to an escrow agreement
among the Company and the Selling Shareholder. Such Shares will not
be eligible for sale by the Selling Shareholder until January 27,
1999; furthermore, of such escrowed Shares, only those in excess of
the number necessary to satisfy Selling Shareholder indemnification
obligations under the merger agreement will be available for sale.
PLAN OF DISTRIBUTION
The Company has filed with the Commission a Registration
Statement on Form S-3, of which this Prospectus forms a part, with
respect to the sale of the Shares from time to time in transactions
not involving an underwritten public offering and has agreed to
prepare and file such amendments and supplements to the Registration
Statement as may be necessary to keep the Registration Statement
effective until the earlier of (a) the date on which the Selling
2<PAGE>
Shareholder no longer holds any of the Shares and (b) the date on
which the Shares would become eligible for sale pursuant to Rule 144
(or any similar provision) under the Securities Act, at which time the
offering of Shares pursuant to this Prospectus will terminate.
The Shares offered hereby by the Selling Shareholder may be sold
from time to time. Such sales may be made on one or more exchanges
(including the NYSE), in the over-the-counter market or otherwise, at
prices then prevailing, at prices related to the then-current market
price, at negotiated prices or at fixed prices.
The Selling Shareholder may effect such transactions by selling
the Shares through brokers, and such brokers may receive compensation
in the form of commissions or discounts from the Selling Shareholder,
the purchasers of the Shares or both (which compensation to a
particular broker might be in excess of customary commissions). Such
brokers may be deemed to be "underwriters" within the meaning of the
Securities Act, in connection with such sales, and any commissions or
discounts received by them may be deemed to constitute underwriting
discounts or commissions. Upon the Company being notified by the
Selling Shareholder that any material arrangement has been entered
into with a broker for the sale of Shares, a prospectus supplement or
amendment will be filed, if required, disclosing facts material to the
transaction.
If so requested by the managing underwriter or underwriters of a
public offering by the Company, the Selling Shareholder has agreed not
to effect sales of Shares during the 14 days prior to the effective
date of the applicable registration statement and the 10 days
following completion of such offering. The Selling Shareholder has
also agreed to suspend sales, for up to 90 days, upon notification
t h at certain actions, such as amending or supplementing this
Prospectus, are required in order to comply with federal or state
securities laws.
The Company has agreed to pay for certain costs and expenses
incident to the issuance, offer, sale and delivery of the Shares,
including, but not limited to, printing, legal and accounting expenses
incurred by the Company and registration and filing fees imposed by
the Commission or the NYSE. The Company also has agreed to indemnify
the Selling Shareholder against certain civil liabilities, including
liabilities under the Securities Act. The Company will not pay
brokerage commissions or taxes associated with sales by the Selling
Shareholder or any legal, accounting and other expenses incurred by
Selling Shareholder.
LEGAL MATTERS
The validity of the Shares offered hereby have been passed upon
for the Company by Palmer & Dodge LLP, Boston, Massachusetts.
EXPERTS
The consolidated financial statements as of December 31, 1997 and
1996 and for each of the three years in the period ended December 31,
1997 included in the Company's Annual Report on Form 10-K for the year
ended December 31, 1997 and incorporated by reference in this
Prospectus, have been incorporated herein in reliance on the report of
Coopers & Lybrand L.L.P., independent accountants, given on the
authority of that firm as experts in accounting and auditing.
3<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Expenses in connection with the offering of the Shares will be
borne by the registrant and are estimated as follows:
SEC Registration Fee . . . . $ 4,682
Legal fees and expenses . . . $ 6,000
Miscellaneous expenses . . . $ 1,318
Total . . . . . . . . $ 12,000
Item 15. Indemnification of Directors and Officers
The registrant's Bylaws provide that any person who was or is a
party to any threatened, pending or completed proceeding, because such
person is or was a director or officer of the registrant or is or was
serving at the request of the registrant as a director or officer of
another corporation, partnership, joint venture, trust or other
enterprise, shall be indemnified by the registrant to the full extent
p e r m i t t ed by law against expenses and liabilities. The
indemnification provided for in the registrant's Bylaws is expressly
not exclusive of all other rights to which such person may be entitled
as a matter of law.
Section 607.0850 of the Florida Business Corporation Act grants
the registrant the power to indemnify each person who was or is a
party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative,
by reason of the fact that he is or was a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or
other enterprise, against liability, expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with any such action, suit or
proceeding if he acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the
registrant, and with respect to any criminal action or proceeding, had
no reasonable cause to believe his conduct was unlawful; provided,
however, no indemnification shall be made in connection with any
proceeding brought by or in the right of the registrant where the
person involved is adjudged to be liable to the registrant, except to
the extent approved by a court.
The registrant maintains an insurance policy on behalf of its
directors and officers thereof, covering certain liabilities that may
arise as a result of the directors and officers.
Item 16. Exhibits
See Exhibit Index immediately following the signature page
hereof.
II-1 <PAGE>
Item 17. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information
set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high and of
the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
20 percent change in the maximum aggregate offering price set forth in
t h e "Calculation of Registration Fee" table in the effective
registration statement.
(iii) To include any material information with respect
t o the plan of distribution not previously disclosed in the
registration statement or any material change to such information in
t h e registration statement; provided, however, that paragraphs
(a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is
on Form S-3, Form S-8 or Form F-3, and the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 of 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in
the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(4) If the registrant is a foreign private issuer, to file
a post-effective amendment to the registration statement to include
any financial statements required by Rule 3-19 of this chapter at the
start of any delayed offering or throughout a continuous offering.
Financial statements and information otherwise required by Section
10(a)(3) of the Act need not be furnished, provided, that the
II-2 <PAGE>
registrant includes in the prospectus, by means of a post-effective
amendment, financial statements required pursuant to this paragraph
(a)(4) and other information necessary to ensure that all other
information in the prospectus is at least as current as the date of
those financial statements. Notwithstanding the foregoing, with
respect to registration statements on Form F-3, a post-effective
amendment need not be filed to include financial statements and
information required by Section 10(a)(3) of the Act or Rule 3-19 of
this chapter if such financial statements and information are
contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by
reference in the Form F-3.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of any employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Act of 1934)
that is incorporated by reference in this Registration Statement shall
be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions
referred to in Item 15 hereof, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
II-3 <PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3
and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Tampa, State of Florida, as of March 31, 1998.
TECO ENERGY, INC.
By: /s/ J. B. Ramil
J. B. Ramil
Vice President - Finance and Chief
Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following
persons in the capacities indicated as of March 31, 1998.
Signature
Title
/s/ G.F. Anderson* Chairman of the Board, Director,
G.F. Anderson President and Chief Executive Officer
(Principal Executive Officer)
/s/ J. B. Ramil Vice President-Finance and
J.B. Ramil Chief Financial Officer
(Principal Financial Officer)
/s/ W.L. Griffin* Vice President-Controller
W.L. Griffin (Principal Accounting Officer)
/s/ C.D. Ausley* Director
C.D. Ausley
/s/ S.L. Baldwin* Director
S.L. Baldwin
Director
H.L. Culbreath<PAGE>
/s/ J.L. Ferman, Jr.* Director
J.L. Ferman, Jr.
/s/ E.L. Flom* Director
E.L. Flom
Director
H.R. Guild, Jr.
/s/ T.L. Rankin* Director
T.L. Rankin
/s/ R.L. Ryan* Director
R.L. Ryan
/s/ W.P. Sovey* Director
W.P. Sovey
/s/ J.T. Touchton* Director
J.T. Touchton
Director
J.A. Urquhart
/s/ J.O. Welch, Jr.* Director
J.O. Welch, Jr.
*By /s/ J. B. Ramil
J. B. Ramil, Attorney-in-Fact<PAGE>
EXHIBIT INDEX
Exhibit
No. Description
4.1 Articles of Incorporation as amended on April 20, 1993.
Filed as Exhibit 3 to the registrant's Form 10-Q for the
quarter ended March 31, 1993 and incorporated herein by
reference.
4.2 Bylaws of the registrant, as amended effective January 21,
1 9 9 8 . Filed as Exhibit 4.2 to the registrant's
Registration Statement on Form S-3 (File No. 333-46951) and
incorporated herein by reference.
4.3 Rights Agreement between the registrant and The First
National Bank of Boston, as Rights Agent, dated as of
April 27, 1989. Filed as Exhibit 4 to the registrant's
Form 8-K, dated as of May 2, 1989, and incorporated herein
by reference.
4.4 Amendment No. 1 to Rights Agreement dated as of July 20,
1993 between the registrant and The First National Bank of
Boston, as Rights Agent. Filed as Exhibit 1.2 to the
registrant's Form 8-A/A, dated as of July 27, 1993, and
incorporated herein by reference.
5.1 Opinion of Palmer & Dodge LLP. Filed herewith.
23.1 C o n s e nt of Coopers & Lybrand L.L.P., independent
accountants to the registrant. Filed herewith.
23.2 Consent of Palmer & Dodge LLP (contained in Exhibit
5.1).
24.1 Power of Attorney. Included on the signature page of the
registrant s Registration Statement on Form S-3 (File No.
333-46951) and incorporated herein by reference. <PAGE>
Exhibit 5.1
PALMER & DODGE LLP
One Beacon Street
Boston, Massachusetts 02108
Telephone: (617) 573-0100 Facsimile: (617) 227-4420
March 31, 1998
TECO Energy, Inc.
702 North Franklin Street
Tampa, Florida 33602
We are rendering this opinion in connection with the Registration
Statement on Form S-3 (the "Registration Statement") filed by TECO
Energy, Inc. (the "Company") with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, on or about
the date hereof. The Registration Statement relates to the
registration of 606,060 shares (the "Shares") of the Company's Common
Stock, $1.00 par value, offered for resale by a shareholder of the
Company named therein.
We have acted as your counsel in connection with the preparation
of the Registration Statement and are familiar with the proceedings
taken by the Company in connection with the authorization and issuance
of the Shares. We have examined all such documents as we consider
necessary to enable us to render this opinion.
Based upon the foregoing, we are of the opinion that the Shares
have been duly authorized and validly issued and are fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to the reference to our firm under
"Legal Matters."
Very truly yours,
/s/ Palmer & Dodge LLP<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Amendment No. 1
to the Registration Statement of TECO Energy, Inc. on Form S-3 (File
No. 333-46951) of our report dated January 15, 1998, except for
certain information included in Notes L and I, for which the dates are
January 27, 1998 and March 10, 1998, respectively, on our audits of
the consolidated financial statements of TECO Energy, Inc. as of
December 31, 1997 and 1996 and for each of the three years in the
period ended December 31, 1997, which report is included in TECO
Energy's, Inc.'s 1997 Annual Report on Form 10-K. We also consent to
the reference to our firm under the caption "Experts."
/s/ Coopers & Lybrand L.L.P
Coopers & Lybrand L.L.P.
Tampa, Florida
March 31, 1998<PAGE>
