As filed with the Securities and Exchange Commission on July 27,
1998.
Registration No. 333-31447
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
POST-EFFECTIVE AMENDMENT NO. 2 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
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
______________________
The Registration Statement on Form S-3 (Registration No.
333-31447) registered 844,431 shares (the Shares ) of Common
Stock, $1.00 par value per share, of TECO Energy, Inc. held by
certain shareholders (the Selling Shareholders ) named in the
Registration Statement. Of the 844,431 Shares, the Selling
Shareholders or their donees have sold 636,018; the remaining
208,413 are now eligible for sale pursuant to Rule 144.
Accordingly, the offering pursuant to the Prospectus which forms
a part of the Registration Statement has been terminated. This
Post-Effective Amendment is filed to deregister the 208,413
unsold Shares.<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 Post-Effective
Amendment No. 2 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Tampa, State of Florida, on July 27, 1998.
TECO ENERGY, INC.
By: /s/ Gordon L. Gillette
Gordon L. Gillette
Vice President -- Finance and
Chief Financial
Officer
2<PAGE>
