TECO ENERGY INC
10-Q, 1998-05-14
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, 1998         

                                     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 of                             (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, 1998):

                 Common Stock, $1 Par Value     131,673,180<PAGE>

                                                             FORM 10-Q

                       PART I.  FINANCIAL INFORMATION

Item 1.   Financial Statements

          I n   the  opinion  of  management,  the  unaudited  consolidated

          financial statements include all adjustments necessary to present

          fairly  the  results  for the three-month periods ended March 31,

          1998  and 1997. The current year financial statements include the

          results of Griffis, Inc., and its affiliate, U. S. Propane, Inc.,

          a  Florida  propane  business  acquired  in a January 1998 merger

          transaction  accounted  for  as  a pooling of interests. The 1997

          financial  statements  have  not  been  restated  to reflect this

          merger  due  to  its  size.  In  June  1997,  TECO  Energy, Inc.,

          completed  its  mergers with Lykes Energy, Inc., and West Florida

          Gas  Inc.,  both  accounted  for  as  poolings of interests, and,

          therefore,  the  1997  financial statements have been restated to

          reflect   these  mergers.    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, 1997 and to the notes on pages 6 through

          11 of this report.





















                                         - 2 -<PAGE>
                                                             FORM 10-Q

                        CONSOLIDATED BALANCE SHEETS
                               (in millions)
                                             March 31,          Dec. 31, 
                                                1998              1997   
                                   Assets
Current assets
  Cash and cash equivalents                   $   10.6          $   10.6 
  Receivables, less allowance
    for uncollectibles                           186.2             222.7 
  Note receivable                                 18.5               --  
  Inventories, at average cost
    Fuel                                          94.5              80.8 
    Materials and supplies                        63.3              63.1 
  Prepayments                                     11.3              12.9 
                                                 384.4             390.1 
Property, plant and equipment, 
 at original cost
  Utility plant in service
    Electric                                   3,901.3           3,880.6 
    Gas                                          481.2             471.1 
  Construction work in progress                   56.5              57.0 
  Other property                                 966.9             950.8 
                                               5,405.9           5,359.5 
  Accumulated depreciation                    (2,162.7)         (2,123.0)
                                               3,243.2           3,236.5 
Other assets
  Other investments                               89.7              88.3 
  Deferred income taxes                           89.7              88.1 
  Deferred charges and other assets              147.6             157.4 
                                                 327.0             333.8 
                                              $3,954.6          $3,960.4 
                          Liabilities and Capital
Current liabilities
  Long-term debt due within one year          $   14.5          $   12.7 
  Notes payable                                  380.2             447.5 
  Accounts payable                               133.1             158.7 
  Customer deposits                               78.7              77.9 
  Interest accrued                                30.6              21.8 
  Taxes accrued                                   29.1              14.0 
                                                 666.2             732.6 
Deferred income taxes                            477.2             470.9 
Investment tax credits                            50.5              51.7 
Regulatory liability-tax related                  34.6              35.1 
Other deferred credits                           152.2             145.2 
Long-term debt, less amount due
  within one year                              1,110.5           1,080.2 
Common equity 
  Common equity - 400 million shares
    authorized, $1 par value - issued and
    outstanding 131,608,275 in 1998 and
    130,922,039 in 1997                        1,529.4           1,512.2 
  Unearned compensation                          (66.0)            (67.5)
                                              $3,954.6          $3,960.4 


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






                                         - 3 -<PAGE>
                                                             FORM 10-Q

                     CONSOLIDATED STATEMENTS OF INCOME
                               (in millions)

For the three months ended March 31,             1998              1997  

Revenues                                        $467.8            $450.3 

Expenses
  Operation                                      249.4             235.1 
  Maintenance                                     28.0              24.1 
  Non-recurring charges                           25.9                -  
  Depreciation                                    56.9              55.7 
  Taxes, other than income                        37.7              37.4 
                                                 397.9             352.3 

Income from operations                            69.9              98.0 

Other income (expense)
  Allowance for other funds used
    during construction                             --                .1 
  Other income (expense), net                     (2.9)               .9 
  Preferred dividend requirements of
    Tampa Electric                                  --               (.2)
                                                  (2.9)               .8 

Income before interest and income taxes           67.0              98.8 

Interest charges
  Interest expense                                25.9              26.9 
Income before provision for income taxes          41.1              71.9 
Provision for income taxes                        10.3              21.1 

Net income from continuing operations             30.8              50.8 
Gain on disposal of discontinued operations, 
  net of income tax expense of $12.9 million 
  for 1998                                        22.2                -- 
Net income                                      $ 53.0            $ 50.8 
 
Average common shares outstanding                131.6             130.6 

Earnings per average common share outstanding:

Basic and diluted-
  From continuing operations                    $  .23            $  .39 
  Net income                                    $  .40            $  .39 

Dividend rate per common share outstanding      $0.295            $ 0.28 


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










                                         - 4 -<PAGE>
                                                             FORM 10-Q

                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                               (in millions)

For the three months ended March 31,             1998              1997  

Cash flows from operating activities
Net income                                      $ 53.0            $ 50.8 
  Adjustments to reconcile net income
      to net cash:
    Depreciation                                  56.9              55.7 
    Deferred income taxes                          2.5              (7.0)
    Investment tax credits, net                   (1.2)             (1.3)
    Allowance for funds used 
      during construction                           --               (.1)
    Amortization of unearned compensation          1.5               1.3 
    Gain on disposal of discontinued 
      operations, pretax                         (37.5)               -- 
    Deferred revenue                              (8.7)             (7.3)
    Deferred recovery clause                       4.3               1.2 
    Refund to customers                             --              (5.9)
    Non-recurring charges                         25.9                -- 
    Receivables, less allowance
      for uncollectibles                          36.5              33.7 
    Inventories                                  (14.0)             (8.5)
    Taxes accrued                                 15.1               5.5 
    Interest accrued                               8.7              10.4 
    Accounts payable                             (27.2)            (21.5)
    Other                                         11.5              (3.5)
                                                 127.3             103.5 
Cash flows from investing activities
  Capital expenditures                           (51.9)            (47.6)
  Allowance for funds used 
    during construction                             --                .1 
  Net proceeds from sale of assets                39.2                -- 
  Other non-current investments                   (4.3)               .9 
                                                 (17.0)            (46.6)
Cash flows from financing activities
  Common stock                                     1.0                .6 
  Proceeds from long-term debt                      --              29.3 
  Repayment of long-term debt                     (5.2)             (2.5)
  Net borrowings under credit lines                 --               4.8 
  Net decrease in short-term debt                (67.3)            (44.2)
  Dividends                                      (38.8)            (34.1)
                                                (110.3)            (46.1)
Net increase in cash and cash equivalents           --              10.8 
Cash and cash equivalents
  at beginning of period                          10.6              15.8 
Cash and cash equivalents at end of period     $  10.6           $  26.6 

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












                                         - 5 -<PAGE>
                                                             FORM 10-Q

                       NOTES TO FINANCIAL STATEMENTS


A.        In  June  1997,  TECO  Energy (the company) completed its mergers

     with  Lykes Energy, Inc., (the Peoples companies) and West Florida Gas

     Inc.  (West  Florida).  Concurrent  with  these mergers, the regulated

     natural  gas  distribution  utilities  acquired began operating as the

     Peoples Gas System division of Tampa Electric Company.

          These  mergers  were  accounted for as poolings of interests and,

     a c c ordingly,  the  company's  financial  statements  and  operating

     information  for 1997 include the results of the Peoples companies and

     West Florida.

          In  January  1998, the company acquired an additional unregulated

     Florida  propane  business  in a merger transaction accounted for as a

     pooling  of  interests.  The 1997 statements have not been restated to

     reflect  the  operations  and  financial  position  of  this  acquired

     business due to its size.

          The  company's  combined  restated  revenues  and net income from

     continuing  operations for the three-month period ended March 31, 1997

     were as follows:
                             Combining Results
                         From Continuing Operations
                                (unaudited)
                                       Three Months Ended 
                                         March 31, 1997   
                                                      Net 
     (millions)                       Revenues      Income
     TECO Energy pre-merger(1)          $360.0      $43.1 
     Peoples companies pre-merger(2)      90.3        7.7 
     Combined                           $450.3      $50.8 

     (1)  The  1997 amounts were previously reported on Form 10-Q for the
          quarter ended March 31, 1997.
     (2)  The  Peoples  companies  include  Peoples Gas System, Inc., the
          non-regulated Peoples companies and West Florida Gas Inc.








                                         - 6 -<PAGE>
                                                             FORM 10-Q

B.        As reported in the company's Annual Report on Form 10-K for the

     year  ended  Dec. 31, 1997, the company in August 1997 announced its

     plan  to  discontinue  operations  of  its  conventional oil and gas

     subsidiary, TECO Oil & Gas, Inc. 

          In  March  1998,  TECO  Oil & Gas sold its offshore assets to a

     subsidiary  of  American  Resources  of  Delaware for $57.7 million,

     consisting  of  $39.2 million in cash and a subordinated note in the

     principal  amount of $18.5 million. TECO Energy recognized an after-

     tax  gain on this transaction of $23.7 million or 18 cents per share

     in  the first quarter of 1998. An estimate of activities at TECO Oil

     &  Gas  after the Aug. 31, 1997 measurement date, including the gain

     on  the  sale  of  its offshore assets, is reported as a gain on the

     disposal  of  discontinued operations for the period ended March 31,

     1998.    TECO  Oil  &  Gas  is  now pursuing the sale of its onshore

     assets.

          A summary of the net assets of TECO Oil & Gas is as follows:

     (millions)                             March 31,     Dec. 31,
                                              1998          1997  
      Note receivable from sale                $18.5       $   -- 
      Other current assets                        .3          1.5 
      Net property, plant and equipment          5.9         19.5 
      Other assets                                .9          4.1 
      Total liabilities                        (17.0)        (3.3)
       Net assets                              $ 8.6       $ 21.8 


          Total revenues from discontinued operations for the three-month

     period  ended  March  31,  1997  were  $3.5  million.  There were no

     revenues for the three-month period ended March 31, 1998.












                                         - 7 -<PAGE>
                                                             FORM 10-Q

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

     commitments  in connection with their continuing capital expenditure

     program  and  estimate  that  capital  expenditures  for  continuing

     operations during 1998 will be as follows:

                                             millions
          Tampa Electric Company
            Electric division                    $128
            Peoples Gas System                     59
          TECO Power Services                      60
          TECO Transport Corporation               36
          TECO Coal Corporation                     9
          Peoples Gas Company                       6
          Other diversified businesses              3
                                                 $301


D.        During  the  first  quarter  of  1998, the electric division of

     Tampa  Electric Company recognized $8.7 million of revenues that had

     been  deferred  in  1995  and 1996 pursuant to regulatory agreements

     approved by the Florida Public Service Commission (FPSC). During the

     first  three  months  of last year, the electric division recognized

     $7.3  million  of  revenues  previously  deferred  and refunded $5.9

     million to customers under these agreements.

          As  of  March 31, 1998, $22.6 million of deferred revenues were

     included  in  other  deferred  credits.  Accrued  interest  on these

     deferred revenues was $8.5 million at March 31, 1998.

          Effective  Oct.  1,  1997,  Tampa Electric s electric customers

     began  receiving  a $25-million temporary base rate reduction over a

     15-month period pursuant to the same agreements.














                                         - 8 -<PAGE>
                                                             FORM 10-Q

E.   Earnings Per Share:

     In  1997,  the  Financial  Accounting  Standards Board (FASB) issued

   Financial  Accounting  Standard  (FAS)  128, Earnings per Share, which

   requires  disclosure  of  basic  and  diluted earnings per share and a

   reconciliation (where different) of the numerator and denominator from

   basic to diluted earnings per share.

     The  reconciliation of basic and diluted earnings per share is shown

   below:

     Three Months Ended March 31,                     1998           1997
     (millions, except per share amounts)

     Numerator (Basic and Diluted)

     Net income from continuing operations           $30.8         $ 50.8 
     Net income                                      $53.0         $ 50.8 

     Denominator

     Average number of shares outstanding-basic      131.6          130.6 
     Plus: incremental shares for assumed
          conversions: Stock options at end
          of period                                    2.5            2.4 
     Less: Treasury shares which could 
          be purchased                                (2.0)          (2.0)
     Average number of shares outstanding-diluted    132.1          131.0 

     Earnings per share from continuing operations
     Basic and diluted                               $ .23          $ .39 

     Earnings per share                                    
     Basic and diluted                               $ .40          $ .39 


F.        In  June 1997, the FASB issued FAS 130, Reporting Comprehensive

     Income,  effective for fiscal periods beginning after Dec. 15, 1997.

     The  new standard requires that comprehensive income, which includes

     net  income  as  well  as  certain changes in assets and liabilities

     recorded  in common equity, be reported in the financial statements.

     For  the  three-month  periods  ended March 31, 1998 and 1997, there

     were no components of comprehensive income other than net income. 





                                         - 9 -<PAGE>
                                                             FORM 10-Q

G.        In  the  first  quarter of 1998, the company recognized certain

     one-time charges at TECO Coal, TeCom and at Tampa Electric Company.

          The  $8.9-million after-tax charge recorded by TECO Coal was to

     adjust  the  asset values of certain mining facilities, primarily at

     its  Gatliff  mine,  to reflect their expected value after the Tampa

     Electric  contract  expires  in  1999.  TECO Coal expects no further

     asset  adjustments  related  to the expiration of the Tampa Electric

     contract. 

          TeCom  recorded  a one-time after-tax charge of $1.7 million to

     write-off  certain  development  costs related to residential system

     features  developed  early  in the product life and no longer in the

     current system design.

          As  discussed in TECO Energy's 1997 Annual Report on Form 10-K,

     the  FPSC  in  September  1997  ruled that costs associated with two

     long-term  wholesale power sales contracts should be assigned to the

     wholesale  jurisdiction and that for retail rate making purposes the

     costs  transferred  from  retail to wholesale should reflect average

     costs  rather  than  the  lower  incremental  costs on which the two

     contracts  are  based.  As a result of this decision and the related

     reduction  of  the  retail  rate  base  upon which Tampa Electric is

     allowed  to  earn  a return, these contracts became uneconomic.  One

     contract  was  terminated  in  1997. Tampa Electric has entered into

     firm power purchase contracts for the balance of its obligation with

     other  electric power suppliers to provide replacement power through

     1999.  The cost of power under the replacement contracts exceeds the

     revenues  expected  from  the remaining contract. As a result, Tampa

     Electric  recorded  a  one-time $5.9-million after-tax charge in the

     first quarter of 1998.




                                        - 10 -<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, 1998:

          Net  income  for  the  quarter  ended  March 31, 1998 was $53.0

     million,  up  four  percent  from  $50.8 million for the three-month

     period  ended  March  31,  1997. Net income for the first quarter of

     1998  includes a net gain of $23.7 million on the sale of TECO Oil &

     Gas's  offshore assets described in Note B on page 7 and on page 16.

     Also  in the first quarter, the company recorded one-time, after-tax

     charges  of  $8.9  million at TECO Coal; $1.7 million at TeCom Inc.;

     and  $5.9  million  at  Tampa  Electric.  Earnings per share for the

     quarter  were  $.40  compared to $.39 in 1997. Results for the first

     quarter  of  1997  have  been restated for the effects of the merger

     with the Peoples companies described in Note A on page 6. 

          As  discussed in Note G on pages 10 and 11 the one-time charges

     reflect  asset  value  adjustments, primarily at TECO Coal's Gatliff

     mining  facilities,  relating  to  the expiration of the coal supply

     contract  with  Tampa  Electric  in  1999;  a  write off at TeCom of

     product  development  costs  associated  with InterLane  residential

     system  features  developed  early in the product life and no longer

     incorporated  in  the current system's design; and a charge at Tampa

     Electric  associated  with    actions to mitigate the effects of the

     1997  FPSC  ruling  that  separated  certain  wholesale  power sales

     contracts from the retail jurisdiction through 1999.

          Earnings  from  continuing  operations  excluding  the one-time

     charges  discussed  above  were  $.36  per share based on net income

     before  one-time charges of $47.6 million in 1998 compared with $.39

     per  share  on  consolidated  net  income  of $50.8 million in 1997.


                                        - 12 -<PAGE>
                                                             FORM 10-Q

     Earnings  from  continuing operations for 1998's first quarter after

     one-time charges were $30.8 million, or $.23 per share.

          Consolidated  operating  income  from  continuing operations of

     $69.9  million  was down from $98.0 million for the first quarter of

     1997  as  increases  at  TECO  Transport and the unregulated propane

     business  were  more  than  offset by the one-time charges discussed

     above,  and  lower  operating  results at TECO Coalbed Methane, TECO

     Coal and Tampa Electric's electric division. 

          The  following table identifies the unconsolidated revenues and

     operating   income  from  continuing  operations  of  TECO  Energy's

     significant operating groups.

     Contributions by operating group (unconsolidated)

                                   Revenues        Operating income*
     (millions)                  1998     1997       1998     1997 
     Tampa Electric Company
       Electric division (1)(2)  $273.4   $272.8     $ 56.2   $ 57.8
       Peoples Gas System          80.7     76.8       15.4     14.6
                                 $354.1   $349.6     $ 71.6   $ 72.4
     Diversified companies(2)    $159.6   $150.1     $ 26.3   $ 27.5

     (1)  The  electric  division recognized revenues previously deferred
          which  amounted  to  $8.7  million  in 1998 and $7.3 million in
          1997. See Note D on page 8.
     (2)  Operating   income  for  1998  excludes  the  one-time  charges
          discussed above.
                            
     *   Operating  income  includes  items  that  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 limited-recourse debt related
     to  independent  power  operations,  both  of  which are included in
     operating  income for the diversified companies. In the Consolidated
     Statements  of  Income,  the tax credit is part of the provision for
     income  taxes  and the interest is part of interest expense. Certain
     1997  amounts  have  been  restated  to  conform to the current year
     presentation.











                                        - 13 -<PAGE>
                                                             FORM 10-Q

     Tampa Electric Company's Operating Results

          Tampa  Electric  Company's  first  quarter  operating income of

     $71.6  million was slightly lower than in 1997, primarily because of

     higher  depreciation  expense  at  the  electric  division partially

     offset by improved results at Peoples Gas System.



     Electric division

          Operating revenues for the quarter were unchanged from 1997, as

     the  adverse  effect  of  unusual  weather  and  the  impact  of the

     temporary  base  rate  reduction  discussed in Note D on page 8 were

     offset  by  customer growth of 2.1 percent. Retail energy sales were

     unchanged from the prior year's period.

          Non-fuel  operating  expenses  for the first quarter, excluding

     the  one-time  charge  discussed previously, were one percent higher

     than  in  1997  due to increased depreciation expense as a result of

     higher  plant  balances.  Operations  and  maintenance expenses were

     unchanged from the prior year's period. 

          As  discussed  in  Note  G  on  pages 10 and 11, Tampa Electric

     recorded  a  one-time  $5.9-million  after-tax  charge  in the first

     quarter  of  1998  related  to  the  1997 FPSC ruling that separated

     certain wholesale power sales contracts from the retail jurisdiction

     through 1999.



     Peoples Gas System

          At Peoples Gas System, operating income was five percent higher

     in  the  first  quarter of 1998. Total revenues were up five percent

     from  1997's  first quarter, with residential and commercial natural

     gas  sales  (therms) eight percent higher than in last year's period

     due to customer growth and increased usage.


                                        - 14 -<PAGE>
                                                             FORM 10-Q

     Diversified Companies-Operating Results

          Unconsolidated  first  quarter  operating  income  from  TECO

     Energy's  continuing  diversified  companies, excluding the one-time

     charges  at  TECO Coal and TeCom discussed in Note G on pages 10 and

     11,  was  four  percent  lower than in 1997's first quarter. Results

     were  impacted  by  lower  gas  prices  at  TECO Coalbed Methane and

     reduced Tampa Electric tonnage and higher mining costs at TECO Coal,

     which  more  than  offset  higher  volumes at TECO Transport and the

     unregulated propane business.

          At  TECO  Coalbed  Methane,  lower  natural  gas prices for the

     current quarter more than offset lower per unit operating costs.

          At  TECO Coal, operating income, excluding the one-time charge,

     was  less  than in 1997's first quarter due to lower tonnage sold to

     Tampa Electric and higher mining costs. 

          TECO  Coal  recorded  a $8.9-million after-tax charge to adjust

     the  asset  values  of  certain  mining  facilities to reflect their

     expected  value  after  the Tampa Electric contract expires in 1999.

     TECO  Coal  expects  no  further  asset  adjustments  related to the

     expiration of the Tampa Electric contract. 

          At  TECO  Transport,  increased  volumes moved on the river for

     Tampa  Electric  and in the ocean-going charter business as a result

     of the ship added in 1997 contributed to improved operating results.

          Peoples  Gas  Company,  the  unregulated  propane business, had

     operating  results  significantly above the prior year's quarter due

     to  higher  propane  gas  volumes sold to residential and commercial

     customers. The increase was primarily attributable to the additional

     Florida propane businesses acquired in January 1998.

          Operating  income  at  TECO  Power Services was lower than last

     year due to interest on limited-recourse debt issued in 1997 by this


                                        - 15 -<PAGE>
                                                             FORM 10-Q

     company; debt at the parent was correspondingly reduced.

          At  TeCom,  because  of  a  high  level  of product enhancement

     activity  in  1998, more product development costs were capitalized.

     In  the  first  quarter,  TeCom  capitalized  $1.5 million pretax of

     current  development  costs  compared  with $1.3 million capitalized

     during the same period last year.

          Also  in the first quarter, TeCom recorded a one-time after-tax

     charge  of  $1.7  million  to  write-off  certain  development costs

     related  to  residential  system  features  developed  early  in the

     product life and no longer in the current system design.

          The  effective  income  tax  rate on net income from continuing

     operations  for  the first quarter of 1998 was 25.0 percent compared

     to  29.3 percent last year. This decrease was primarily due to lower

     pretax  income  from  continuing  operations  and a higher estimated

     federal tax credit related to the production of coalbed methane.

          In  March  1998,  TECO  Oil & Gas sold its offshore assets to a

     subsidiary  of  American  Resources  of  Delaware for $57.7 million,

     consisting  of  $39.2 million in cash and a subordinated note in the

     principal  amount of $18.5 million. TECO Energy recognized an after-

     tax  gain on this transaction of $23.7 million in the first quarter.

     The  gain  on  the  sale  of  the offshore assets and an estimate of

     onshore  activities at TECO Oil & Gas were reported as a gain on the

     disposal  of  discontinued operations for the period ended March 31,

     1998. (See Note B on page 7)












                                        - 16 -<PAGE>
                                                             FORM 10-Q

     Liquidity, Capital Resources and Changes in Financial Condition

          Cash  proceeds from TECO Oil & Gas  sale of its offshore assets

     in  March 1998 were used to reduce notes payable.  The $18.5-million

     subordinated  note received as part of the sale was reflected on the

     balance sheet at March 31, 1998.

          TECO  Transport entered into a capital lease agreement in March

     1998  for  the charter of additional capacity. This lease covers 110

     river barges and three towboats; the corresponding $35-million five-

     year lease commitment was recorded as debt on the balance sheet.

          TECO  Energy enters into  futures, swaps and options contracts,

     from  time  to  time,  to  hedge  the selling price for its physical

     production  at  TECO Coalbed Methane, to limit exposure to gas price

     increases  at both the regulated natural gas utility and unregulated

     propane  business,  and to limit exposure to fuel price increases at

     TECO  Transport.    TECO  Energy  does  not use derivatives or other

     financial products for speculative purposes.




























                                        - 17 -<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 15, 1998,
     the  shareholders  of  TECO Energy, Inc., elected four directors and
     rejected  a  shareholder proposal concerning the format of the proxy
     card. The votes were as follows:

                          Votes Cast  Votes Cast                    Broker
                              For      Against     Abstentions   Non-Votes

  Election of Directors

  Girard F. Anderson     103,265,041   2,166,850
  Tom L. Rankin          103,663,604   2,128,287
  J. Thomas Touchton     103,528,175   2,263,716
  John A. Urquhart       103,497,280   2,294,611

  Shareholder Proposal     8,314,962  78,336,087     3,283,402  15,857,439


Item 6.   Exhibits and Reports on Form 8-K

          (a)  Exhibits

          10.1 TECO  Energy,  Inc., Annual Incentive Compensation Plan, as
               amended and restated as of April 15, 1998.

          10.2 Agreement   and  General  Release  between  Tampa  Electric
               Company and Keith S. Surgenor dated March 20, 1998.

          27.1 Financial  data  schedule  -  three  months ended March 31,
               1998. (EDGAR filing only)

          27.2 Restated financial data schedule - three months ended March
               31, 1997. (EDGAR filing only)


          (b)  Reports on Form 8-K

          The  registrant filed a Current Report on Form 8-K dated January
          9,  1998 reporting under "Item 5. Other Events" the registrant's
          agreement  to  sell  the  offshore  Gulf of Mexico assets of its
          wholly owned subsidiary, TECO Oil & Gas, Inc.
          
          The  registrant  filed  a Current Report on Form 8-K dated March
          20,   1998  reporting  under  "Item  5.  Other  Events"  certain
          postmerger operations information.










                                        - 18 -<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, 1998               
                                     By: /s/W. L. Griffin       
                                            W. L. Griffin
                                      
                                     Vice President - Controller
                                    (Principal Accounting Officer)


































                                        - 19 -<PAGE>
                                                             FORM 10-Q

                             INDEX TO EXHIBITS

Exhibit No.   Description of Exhibits                            Page No.

   10.1       TECO Energy, Inc., Annual Incentive Compensation      21     
              Plan,  as  amended and restated as of April 15,
              1998.     

   10.2       Agreement and General Release between Tampa           24     
              Electric  Company  and  Keith S. Surgenor dated
              March 20, 1998.

   27.1       Financial data schedule - three months ended
              March 31, 1998  (EDGAR filing only)                   --

   27.2       Restated financial data schedule - three months
              ended March 31, 1997  (EDGAR filing only)             --










































                                        - 20 -<PAGE>




                                                          Exhibit 10.1


                                             April 15,1998

















                           TECO ENERGY, INC.
                                   
                  ANNUAL INCENTIVE COMPENSATION PLAN

                          REVISED APRIL, 1998
               
































                                  21<PAGE>


                                                          Exhibit 10.1



                  ANNUAL INCENTIVE COMPENSATION PLAN



BASIC PLAN CONCEPT

The Annual Incentive Compensation Plan provides a consistent framework
for  applying annual incentive pay to officers of TECO Energy and each
of  its  operating units.  Each participant is assigned a target award
amount, expressed as a percentage of salary range midpoint, which will
represent  an appropriate incentive payment when performance is at the
targeted  level.    Smaller awards (or none at all) may be earned when
performance  is  below  target,  and  larger awards may be earned when
performance exceeds target.  

While  not  anticipated  to  be  a  common  occurrence,  the Board may
occasionally  decide  that  the  plan formula would unduly penalize or
reward  management.    In  such cases, award funds may be increased or
decreased  to  better  meet  the  plan's intent of relating rewards to
management performance.

Performance  for each participant will be measured, in part, against a
combination  of one or more quantifiable profit and operational goals.
These  goals  will  be  set at the corporate and operating levels, and
most participants will have a portion of their awards related to each.
The  remaining  portion  of each participant's performance that is not
measured  by the quantified goals mentioned above will be evaluated on
a    subjective  basis  considering  overall  contribution  level  and
achievement  of  other individual goals.  Each participant will have a
  Business  Challenge  goal, to reflect the participant s contribution
to:  (a)  mitigating  the  impact  of  unexpected  adverse business or
regulatory   developments  on  the  business  unit  or  (b)  enhancing
profitability  or  capacity  for  profit, through effective management
initiatives beyond those included in the business plan.

ELIGIBILITY

Officers   are  recommended  by  the  respective  President  of  their
organization for participation in the annual incentive plan each year.
All  recommended  officers  that  are  approved by the Chief Executive
Officer  of  TECO  Energy  and  the Compensation Committee of the TECO
Energy Board will be eligible to participate.

TARGET AWARD LEVELS

Target  award  levels  are  established at a level that, when combined
with  each  participant's  base  salary midpoint, will provide a fully
competitive  total  cash  compensation  opportunity.    The  incentive
portion  of  the  total compensation opportunity reflects compensation
"at  risk"  which  is  directly  related  to  performance  and results
achieved.  Generally, the portion of compensation "at risk" (i.e., the
target  award  level)  is influenced by the level of the participant's
accountability  for contributing to bottom-line results, the degree of
influence the participant has over results and competitive practice.

                                  22<PAGE>


                                                          Exhibit 10.1

ESTABLISHING PERFORMANCE GOALS AND WEIGHTINGS

For  each  plan  year, profit, growth and/or operational effectiveness
goals  will  be  established for TECO Energy and each of its operating
units.   The number of goals set for each unit and each operating unit
should not normally exceed five or six so as not to dilute plan focus.

Once  goals  have  been established that represent the target level of
performance,  threshold and maximum levels should also be established.
Threshold  performance  represents  the minimum acceptable performance
that  still  warrants incentive recognition (paid at 50 percent of the
target  award  level),  and maximum performance represents the highest
level  likely  to be attained (paid at 150 percent of the target award
level  for  all goals, except the Business Challenge goal which can be
paid at 200%).
Regardless  of  the  degree  of  achievement of each established goal,
there  will  not  be  any  plan payout to any participant for any year
unless a corporate "shareholder protection" threshold, i.e., that TECO
Energy's    net  earnings for that year be at least 80 percent of that
year's targeted net earnings, is achieved.             
Additionally,  a  further  performance  threshold  of  90  percent  of
operating  income  target  must be achieved by each operating unit for
its  participants  to  be  eligible  for  an  award.  TECO Energy must
achieve 90 percent of its net income target for its participants to be
eligible.

A  determination  will  be  made  for each participant regarding their
portion  of  the award that will be based on corporate, operating unit
or  individual  performance.    Generally,  the weightings among these
three measurement groups will vary by organizational level.

AWARD DETERMINATION

At  the end of each plan year, a four step process will be followed in
determining actual incentive awards.

Step 1:   The  actual  degree  of  achievement  for  each  goal at the
     corporate,  operating  unit  and  individual level is determined.
     Levels  of  achievement  can  range  up  to 200% for the Business
     Challenge goal and up to 150% for all other goals.

Step 2:   Corporate, operating unit and individual performance factors
     are  determined  by multiplying levels of goal achievement by the
     weightings assigned to each goal.

Step 3:   The  total  of  all performance factors is multiplied by the
     target award, producing the calculated award.

Step 4:   The  calculated  award  may  be  adjusted  up or down by the
     Compensation  Committee  of the TECO Energy Board with respect to
     the  senior  officers  and by the Chief Executive Officer of TECO
     Energy  with respect to other officers based on the participant's
     total  performance during the plan year.  The actual award, as so
     adjusted, may not exceed 150 percent of the target award level.

PLAN ADMINISTRATION

                                  23<PAGE>


                                                          Exhibit 10.1


The  Compensation  Committee  of  the  TECO  Energy  Board,  the Chief
Executive  Officer  of TECO Energy and the respective Presidents shall
perform  the  functions  set  forth  in  this  plan.  The Compensation
Committee  may  elect  to  discharge its responsibility in the form of
recommendations  to  the  TECO Energy Board.  The Vice President-Human
Resources of TECO Energy is responsible for administering the plan.

OTHER CONSIDERATIONS

For  any  year in which a participant's employment is terminated or an
officer  first becomes eligible for participation in the plan, whether
any  incentive  award shall be granted for that year and the amount of
any  such  award  shall be determined by the Compensation Committee of
the TECO Energy Board with respect to senior officers and by the Chief
Executive Officer of TECO Energy with respect to other officers. 
Notwithstanding  the  foregoing, for any year in which a participant's
employment  terminates for any reason following a change in control of
TECO Energy, as defined in the TECO Energy 1996 Equity Incentive Plan,
such participant shall be entitled to receive an incentive award equal
to  (a)  the  number  of days employed during that year divided by 365
multiplied  by  (b)  the greater of (i) the participant's target award
for  the  year  in  which  the  change in control occurred or (ii) the
incentive  award  actually paid to the participant with respect to the
year  immediately  preceding  the  year  in  which  the termination of
employment occurred.































                                  24<PAGE>






                                                          Exhibit 10.2

                        TAMPA ELECTRIC COMPANY
                     AGREEMENT AND GENERAL RELEASE

     THIS  AGREEMENT AND GENERAL RELEASE (the "Agreement") is made and
entered  into this            day of March, 1998, by and between KEITH
S. SURGENOR, 15103 Contoy Place, Tampa, Florida  33618 (the "Officer")
and TAMPA ELECTRIC COMPANY (the "Company").

     WHEREAS,  the  Officer  is  currently employed in the position of
President and Chief Operating Officer; and

     WHEREAS,  the  Officer  and the Company have agreed that it is in
their  mutual  best  interests that the Officer no longer serve in his
present  position  or  to  continue  his  employment  with the Company
commencing  April 1, 1998, subject to the terms and conditions of this
Agreement, and;

     WHEREAS,  in recognition of the Officer's service to the Company,
the  Company  desires  to  extend certain benefits and to make certain
payments to the Officer in order to effect a just separation; and

     WHEREAS,  the  parties  have  mutually  agreed to enter into this
Agreement.

     NOW,  THEREFORE,  in consideration of the mutual covenants herein
contained, it is agreed as follows:

     1.   RESIGNATION DATE

     (a)  The  Officer  hereby resigns his employment with the Company
effective as of April 1, 1998 (the "Resignation Date").

     (b)  Contemporaneously  with the Officer's execution and delivery
of  this  Agreement, the Officer agrees to deliver the attached letter
of  resignation  from  his  position  of President and Chief Operating
Officer of Tampa Electric Company.

     (c)  The  Officer  and  the  Company  agree  to  cooperate in the
development  of joint internal and external announcements prior to the
Resignation  Date  in connection with his resignation.   Upon issuance
of  such  announcements,  the  Officer  agrees  that he will refer all
inquiries  from  the  news  media  to  the  Company for handling.  The
Officer  and  the Company shall approve a statement which sets out the
reason  for the Officer's resignation which shall be used in the event
that  the  Company  is contacted by any prospective employer or by any
person  or  company  seeking  information  about  the  reason for such
Officer's resignation.




                                  24<PAGE>




                                                                Exhibit 10.2

     2.   COMPENSATION AND BENEFITS

     (a)  From  the date of this Agreement up to the Resignation Date,
the  Officer  shall  remain a full-time employee of the Company in the
aforesaid  position, shall continue to receive his monthly base salary
of  $26,667.00  per  month  and  shall  remain eligible for all of the
Company's employee benefit plans in accordance with their terms.  From
the  date  of  this  Agreement,  the  Officer shall have no duties and
responsibilities  and  shall not represent or hold himself out to have
a u thority  to  represent  the  Company  unless  he  is  specifically
authorized  to  do  so  in  writing  by  the Company's Chief Executive
Officer or his designee.

     (b)  Subject  to the issuance of the announcement contemplated by
Section  1(c),  the  Company  shall  make  payments  to the Officer as
follows:  

          (i)  a  lump-sum payment for his accrued but unused vacation
               allowance  for  1998  as  specified  in  Administrative
               Policy I.3.1, Paragraph III B; 

          (ii) a lump-sum payment comprised of the following:

               (x)  an  amount  equal  to  two  times  the  sum of the
               Officer's  base  salary  as of the Resignation Date and
               the  average of his incentive payments for the calendar
               years 1996 and 1997; and

               (y)  an  amount  equal  to the present value of two (2)
               additional  years  of  age and service credit under the
               Officer's  Supplemental  Executive Retirement Plan (the
               "SERP").

          (iii)     a  payment  equal  to  the  present  value  of the
          Officer's  SERP  as of the Resignation Date, paid as a lump-
          sum in accordance with the Officer's election.
     
     (c)  All of the restricted stock granted to the Officer under the
TECO  Energy,  Inc.  1996  Equity  Incentive  Plan  shall vest for the
benefit  of  the  Officer  as  of  the Resignation Date subject to the
provisions of such plan.

     (d)  All  of  the  Officer's  outstanding TECO Energy, Inc. stock
options  shall  remain exercisable by the Officer for the term of each
applicable  stock  option  grant  in accordance with the provisions of
such grant.

     (e)  All  benefits  granted  or  amounts  paid  by the Company as
provided  in Sections 2(a), (b), and (c) above shall be reduced by the
amount of applicable FICA and federal withholding taxes.

                                  25<PAGE>




                                                             Exhibit 10.2

     (f)  For  a  period  of six (6) months from the Resignation Date,
the  Company agrees to purchase from the Officer his primary residence
located at 15103 Contoy Place in Tampa, Florida for an amount equal to
fair  market  value  based  on  an  appraisal by a qualified appraiser
agreed  to  by  the  Officer  and the Company.  During the twelve (12)
months  following  the  date  of  this  Agreement,  the  Company  will
reimburse  the  Officer for moving and storage expenses related to his
relocation  from  Tampa,  Florida  to  another  domicile and temporary
living  expenses  in  such  domicile,  if necessary, for up to six (6)
months  during such period which combined expenses for moving, storage
and  temporary  living, in the aggregate, do not exceed $17,500.00 and
are supported by proper documentation.

     (g)  For a period of two (2) years from the Resignation Date, the
Company  will  reimburse the Officer for the amount of the premium for
the  Officer's  medical  insurance  which he obtains pursuant to COBRA
upon  receipt  by  the  Company  of the invoice to be submitted by the
Officer within thirty (30) days of his having paid it.

     (h)  For a period of two (2) years from the Resignation Date, the
Company  shall  pay the Officer an amount equal to the premium payable
by  the  Officer  upon  exercising  his  conversion  rights  under the
Company's life insurance plan to purchase life insurance with coverage
in the current amount benefitting the Officer.  Such amount payable by
the  Company  shall  be  grossed  up  to  reflect the same tax-favored
treatment  to  the  Officer as if the Company had continued to provide
the coverage under its life insurance plan.

      3.  CONFIDENTIALITY AND OTHER CONDUCT

     (a)  The  Officer  recognizes  and  acknowledges  that during the
course   of  his  employment  with  the  Company,  he  has  developed,
participated  in  the  development of, been exposed to, has had access
to,  and  has  had disclosed to him information and material developed
specifically  by  and  for  the  benefit of the Company (including its
parent  company  and other subsidiaries), sensitive and/or proprietary
information,  strategic  planning  and financial information, business
planning,  operations  and  marketing  information,  and personnel and
plant  security  information,  and,  in  each  case,  specific Company
policies,  practices and procedures related thereto and other matters,
including without limitation trade secrets, trademarks, service marks,
trademarked   and  copyrighted  material,  patents,  patents  pending,
financial  and  data  processing  information, data bases, interfaces,
and/or  source  codes,  Company procedures, specifications, commercial
information  or  other  Company  or  Customer  records as described in
Administrative  Policies  I.8.7. and I.1.28, including any information
or  material,  belonging  to  others  which  has  been provided to the
Company on a confidential basis, all of which are hereinafter referred
to as "Confidential Information."


                                  26<PAGE>





                                                            Exhibit 10.2

     (b)  The  Officer  agrees  to maintain, in strict confidence, the
Confidential  Information  and agrees not to disclose the Confidential
Information  or  the  fact  of,  the  terms  of  or  the amount of the
consideration  paid as part of this Agreement to any third party or to
use  the  Confidential  Information  to  benefit  himself or any third
party.    The  Officer  shall  be  prohibited from using, duplicating,
reproducing,  copying,  distributing  or  disclosing  the Confidential
I n f ormation  regardless  of  form  or  purpose,  including  without
limitation verbal disclosure, data, documents, electronic media or any
other media form.  The Officer also agrees to continue to abide by the
non-disclosure  and  non-use  obligations relating to Company records,
information,  and  property  contained  in  the Company's Standards of
Integrity.

     (c)  The restrictions on the Officer's disclosure of Confidential
Information  set out herein do not apply to such information which (i)
is  now,  or  which hereafter, through no act or failure to act on the
part  of  the  Officer  becomes,  generally  known or available to the
public;  or  (ii)  is required to be disclosed by a court of competent
jurisdiction  or  by  an  administrative or quasi-judicial body having
jurisdiction  over  the subject matter after the Officer has given the
Company reasonable prior notice of such disclosure requirement.

     (d)  The  Officer  agrees  to  conduct  himself in all actions or
conduct  relating  to the Company in a manner consistent with existing
Company policy and to refrain from engaging in any conduct or activity
that  in  any  manner  harasses  or  interferes  with the Company, its
employees,  officers  and/or  directors  or  holds  the  Company up to
ridicule  in  the  community or which jeopardizes or adversely affects
the business or reputation of the Company.

     (e)  The  Officer hereby waives all rights to employment with the
Company and agrees not to seek employment with the Company at any time
in the future.

     4.   COMPETITION

     (a)  C o venant  Not  to  Compete.    The  Officer,  directly  or
indirectly,  in  any capacity, either for himself, or on behalf of any
corporation,  partnership,  joint  venture,  business  trust, or other
person or entity, shall not:

     For  a  period  of  two  (2) years commencing on the date of this
Agreement  ("Prohibited  Period"),  (i)  engage  in  any  business, or
acquire an interest in any business (except as the beneficial owner of
publicly-traded  stock), or become affiliated as an agent, consultant,
employee, partner, director, officer, stockholder, or proprietor of or
provide any consulting services to any business that is an electric or
gas  utility,  a  power  marketer,  a gas marketer, an energy services
c o m pany,  an  independent  power  producer,  cogenerator,  electric

                                  27<PAGE>





                                                           Exhibit 10.2

wholesale  generator,  municipal  electric  or gas utility or electric
cooperative having its principal place of business within the State of
Florida  or  engage in, or provide services with respect to, strategic
planning,  marketing  and sales in the State of Florida for any of the
foregoing  businesses  regardless  of  its principal place of business
("Competitor");  (ii)  solicit,  divert,  do  business with, or accept
business  from any person who is or has been a customer of the Company
if  such  solicitation,  diversion  or  business  has the effect of or
results  in  the Company's loss of all or a portion of such customer's
business  or  potential  business;  (iii)  represent any person in its
dealings  with the Company; (iv) influence or attempt to influence any
employee  of  the  Company  to  terminate  his/her employment with the
Company  for the purpose of working for a Competitor; or (v) influence
or  attempt to influence any agent, customer, supplier, or distributor
who has a business relationship with the Company to cease or adversely
alter its business relations with the Company.

     (b)  Consideration.   In consideration for Officer's agreement to
the preceding covenant not to compete set forth in Section 4(a) above,
the  Company agrees to pay the Officer TWO HUNDRED THOUSAND AND NO/100
DOLLARS  ($200,000.00)  payable quarterly in the amount of TWENTY-FIVE
THOUSAND  AND NO/100 DOLLARS ($25,000.00).  Such payments shall be due
throughout the Prohibited Period so long as the Officer adheres to the
covenant  not  to  compete set forth in Section 4(a) hereof, breach of
which  shall  entitle the Company to cease making such payments during
the  period of such breach in addition to the other remedies set forth
in  Section 6 hereof.  Such payments shall be made on the first day of
the month immediately following the last day of each calendar quarter.
The first payment hereunder shall be due on July 1, 1998.

     The Officer's covenant not to compete pursuant to Section 4(a) is
independent of any obligation of the Company to the Officer, including
any obligation of the Company to the Officer under this Agreement, and
is  not  subject  to  any  setoff, defense, deduction, or counterclaim
based  on  any  claim that the Officer might have against the Company.
The  Officer  stipulates  that the geographic scope, duration, and the
related  restrictions  are reasonable limitations necessary to protect
the  Company's  business  interests,  and  such  restrictions  do  not
unreasonably   prevent   the   Officer   from   obtaining   acceptable
professional  or  occupational  employment opportunities.  The Officer
acknowledges  that  his position with the Company has given him access
to  the  Confidential  Information defined herein, certain specialized
knowledge  and  training  not  readily available to him otherwise, and
that he has been directly and indirectly responsible for, participated
in  and  contributed  to the development of and managed certain of the
C o mpany's  marketing  and  competitive  business  strategies.    The
Prohibited  Period  covering the obligations set forth in Section 4(a)
above shall be extended by any period of time during which the Officer
is in breach of such obligation.


                                  28<PAGE>





                                                          Exhibit 10.2

     (c)  Reformation.     Each provision of the covenant set forth in
Section  4(a)  shall  be construed and interpreted so that it is valid
and  enforceable  under  applicable  law.    However,  if  a  court of
competent  jurisdiction  determines  that  the  duration, geographical
area,  or  proscribed  activities  contained in the restrictions under
this Agreement would cause strict application of those restrictions to
be   invalid  or  unenforceable  in  a  particular  jurisdiction,  the
restrictions automatically will be reformed to shorten their duration,
d i minish  their  geographical  area,  or  confine  their  proscribed
activities  to  the extent necessary (but only to such extent) to make
the restrictions valid and enforceable.

     5.   RELEASE OF CLAIMS AND INDEMNIFICATION

     (a)  For  and  in  consideration  of  the  payments and increased
benefits  made  to  the  Officer  pursuant  to  Section  2 hereof, the
Officer, for himself, his heirs, executors, administrators, successors
and  assigns,  hereby releases and agrees to hold harmless the Company
(which,  for  purposes  of  this  section includes the Company and any
agent, officer, director or employee thereof) from all claims, rights,
causes  of action or liabilities of whatever nature, whether at law or
in equity, against the Company that the Officer, his heirs, executors,
administrators,  successors,  and  assigns,  may now have or hereafter
can, shall or may have for, upon, or by reason of any matter, cause or
thing,  whatsoever,  which  has  happened, developed or occurred on or
before the date of this Agreement, arising out of Officer's employment
with  or  termination  of  employment  from the Company or resignation
hereunder,   including,  but  not  limited  to,  claims  for  wrongful
t e r mination,  discrimination,  retaliation,  invasion  of  privacy,
defamation,   slander,  and/or  intentional  infliction  of  emotional
distress  and  those claims arising under any federal, state, or local
discrimination   or  civil  rights  or  labor  laws  and/or  rules  or
regulations,  and/or  common  law,  whether in contract or in tort, as
they  relate  to  the employment relationship of the Employee/Employer
( i n c l uding  without  limitation  claims  arising  under  the  Age
D i s crimination  in  Employment  Act,  the  Older  Workers'  Benefit
Protection  Act  (29  USC  626), Title VII of the Civil Rights Act of
1964,  or  the  Employee  Retirement Income Security Act, as such laws
have been or may be amended from time to time).

     (b)  The  Officer  acknowledges  and  agrees  that this Agreement
shall  not  be construed as an admission by Company of any improper or
unlawful  actions  or  of any wrongdoing whatsoever against Officer or
any  other  persons,  and  Company  expressly  denies  any  wrongdoing
whatsoever against Officer or any other employee. 

     (c)  The  Officer  covenants  with  and represents to the Company
that  he is the sole owner of any and all claims being waived and from
which  the  Company  is  being released by the Officer in Section 5(a)
above  and  hereby covenants with and agrees to indemnify and save and

                                  29<PAGE>





                                                          Exhibit 10.2

hold  harmless  the  Company  against  any  and all liability, claims,
suits,  damages,  costs, losses and expenses whatsoever, in any manner
resulting  from  or  arising  out  of the matters released above.  The
Company  agrees to indemnify and save and hold harmless the Officer in
accordance  with the provisions of the Company's Bylaws, to the extent
permitted  by  law,  against  all expenses and liabilities incurred in
connection  with  any  threatened,  pending or completed proceeding to
which  the Officer is or becomes a party by reason of the fact that he
was  an  officer or employee of the Company.  The Company's obligation
to indemnify the Officer hereunder is subject to the Officer providing
the  Company  with prompt written notice of any threatened or existing
suit, proceeding or claim.

     6.   REMEDIES

     (a)  Remedy  at  Law  Insufficient.  The parties acknowledge that
damages  at  law  will be an insufficient remedy if:  Officer violates
the  terms  of Sections 3, 4 and 5 hereof or if the Company or Officer
breach  the  covenants  contained  in  Section  1(c) hereof, or if the
Company inappropriately fails to make the payments pursuant to Section
2 hereof, and that each would suffer irreparable damage as a result of
such violation.  Accordingly, upon a violation of any of the covenants
set  out  in  such  Sections  applicable  to the parties, the affected
party, either Officer or the Company without excluding or limiting any
other available remedy, shall be entitled to the following remedies:

          (1)  Upon  posting bond of $1,000.00 and filing with a court
of  competent  jurisdiction  an  appropriate  pleading  and  affidavit
specifying  each  obligation  breached  by  Officer  or  the  Company,
automatic entry by a court having jurisdiction of an order granting an
injunction  or specific performance compelling the defaulting party or
parties  to  comply  with  that  obligation, without proof of monetary
damage or an inadequate remedy at law; and

          (2)  Reimbursement  of  all  costs  and  expenses reasonably
incurred by the non-defaulting party in enforcing those obligations or
otherwise  defending  or prosecuting any litigation arising out of the
defaulting party's obligations, including premiums for bonds, fees for
experts  and  investigators,  and  legal  fees,  costs,  and  expenses
incurred before a lawsuit is filed and in trial, appellate, bankruptcy
and judgment execution proceedings.

     (b)  Cumulative  Remedies.  The foregoing remedies are cumulative
and  in  addition  to  all other remedies afforded or available to the
parties  by  law  or  in equity, and the parties may exercise any such
remedy concurrently, independently or successively.

     (c)  Attorneys' Fees.  In the event that either party is required
to  institute  litigation or some other alternative dispute resolution
process  (other  than  the  proceedings  contemplated  in Section 6(a)

                                  30<PAGE>




                                                           Exhibit 10.2

above) in order to enforce the terms of this Agreement, the prevailing
party  shall be entitled to recover its reasonable attorney's fees and
costs from the other party.

     7.   SURVIVAL

     Neither  completion of payments hereunder nor termination of this
Agreement  shall be deemed to relieve Officer or Company of any rights
or  obligations  hereunder  which  by  their  very  nature survive the
completion  of  payments by the Company, including without limitation,
paragraphs 1(c), 3, 4, 5 and 6 hereof.  For the purpose of Sections 3,
4,  5 and 6 the term "Company" shall mean Tampa Electric Company, TECO
Energy, Inc., and all of its subsidiaries and affiliates.

     8.   ENTIRE AGREEMENT

     The  Officer acknowledges and agrees that this Agreement contains
the   entire  agreement  between  himself  and  Company  and  that  no
statements  or  promises have been made by either party concerning the
subjects  of  this Agreement other than as expressly contained in this
document.

      9.  EFFECTIVE DATE

     This  Agreement  shall  be  governed  by the Laws of the State of
Florida  and  shall  become  effective at the close of business on the
seventh  (7th)  day following the date that this Agreement is executed
by the Officer. 























                                  31<PAGE>




                                                           Exhibit 10.2

     11.  STATEMENT OF UNDERSTANDING

     THE  OFFICER  ACKNOWLEDGES  THAT  (A)  HE HAS CAREFULLY READ THIS
AGREEMENT AND RELEASE, KNOWS AND UNDERSTANDS THE CONTENTS CONTAINED IN
IT  AND  HAS BEEN GIVEN THE OPPORTUNITY TO CONSIDER THIS AGREEMENT FOR
TWENTY-ONE (21) DAYS AND (B) THE COMPANY HAS ADVISED HIM TO CONSULT AN
ATTORNEY  AND HE HAS BEEN GIVEN THE OPPORTUNITY TO DO SO.  THE OFFICER
DOES  FREELY AND VOLUNTARILY ASSENT TO ALL OF ITS TERMS AND CONDITIONS
AND SIGNS THIS AGREEMENT AS HIS OWN FREE ACT.

If  the  Officer  chooses  to  waive  the  21  day requirement, please
indicate by initialing and dating the following paragraph in the space
provided in the left margin.

          THE OFFICER DOES HEREBY WAIVE THE TWENTY-ONE (21) DAY PERIOD
          TO CONSIDER THIS AGREEMENT AS REQUIRED UNDER THE  OLDER 
          WORKERS' BENEFIT PROTECTION ACT (29 USC 626), BUT
  Initial ACKNOWLEDGES THAT HE HAS REVIEWED AND CONSIDERED THIS 
   ____   AGREEMENT, HAD CONSULTED WITH HIS ATTORNEY AND FREELY
   Date   AND VOLUNTARILY ASSENTS TO ALL OF ITS TERMS AND
          CONDITIONS AND SIGNS THIS AGREEMENT AS HIS OWN FREE ACT.

               IN WITNESS WHEREOF, TAMPA ELECTRIC COMPANY and KEITH S.
          SURGENOR,  have  caused  this  instrument  to be executed in
          Tampa, Florida as of the date first written above.

          WITNESSES:                    TAMPA ELECTRIC COMPANY, A
                                        FLORIDA CORPORATION

                                   BY:                             
                                   Name                               

                                   Title                              

                                   

                          CAUTION! READ BEFORE SIGNING

                                   BY:                                

                                        Name  Keith S. Surgenor

                                   DATE SIGNED:                       








                                       32<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>                                   1000000
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-START>                             JAN-01-1998
<PERIOD-END>                               Mar-31-1998
<PERIOD-TYPE>                                    3-mos 
<BOOK-VALUE>                                  PER-BOOK 
<TOTAL-NET-UTILITY-PLANT>                        2,758 
<OTHER-PROPERTY-AND-INVEST>                        486 
<TOTAL-CURRENT-ASSETS>                             384 
<TOTAL-DEFERRED-CHARGES>                           237
<OTHER-ASSETS>                                      90
<TOTAL-ASSETS>                                   3,955 
<COMMON>                                           131 
<CAPITAL-SURPLUS-PAID-IN>                          358 
<RETAINED-EARNINGS>                              1,040 
<TOTAL-COMMON-STOCKHOLDERS-EQ>                   1,529 
                                0 
                                          0 
<LONG-TERM-DEBT-NET>                             1,076 
<SHORT-TERM-NOTES>                                   0
<LONG-TERM-NOTES-PAYABLE>                            0
<COMMERCIAL-PAPER-OBLIGATIONS>                     380 
<LONG-TERM-DEBT-CURRENT-PORT>                       15 
                            0 
<CAPITAL-LEASE-OBLIGATIONS>                         35
<LEASES-CURRENT>                                     0 
<OTHER-ITEMS-CAPITAL-AND-LIAB>                     920 
<TOT-CAPITALIZATION-AND-LIAB>                    3,955 
<GROSS-OPERATING-REVENUE>                          468 
<INCOME-TAX-EXPENSE>                                10 
<OTHER-OPERATING-EXPENSES>                         398 <F1>
<TOTAL-OPERATING-EXPENSES>                         398
<OPERATING-INCOME-LOSS>                             70 
<OTHER-INCOME-NET>                                 (3)
<INCOME-BEFORE-INTEREST-EXPEN>                      67 
<TOTAL-INTEREST-EXPENSE>                            26 
<NET-INCOME>                                        53 <F2>
                          0 
<EARNINGS-AVAILABLE-FOR-COMM>                       53 
<COMMON-STOCK-DIVIDENDS>                            39 
<TOTAL-INTEREST-ON-BONDS>                           12
<CASH-FLOW-OPERATIONS>                             118
<EPS-PRIMARY>                                      .40 <F3>
<EPS-DILUTED>                                      .40 <F3>
<FN>
<F1>  Includes $25.9 million, pretax of non-recurring charges.
<F2>  Includes $22.2 million, after tax, for gain on disposal of discontinued
      operations.
<F3>  Includes $.17 per share for gain on disposal of discontinued operations and
      a $.12 per share charge for non-recurring charges.
</FN>
    <PAGE>

</TABLE>

<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. THIS 1997
FINANCIAL DATA SCHEDULE HAS BEEN RESTATED TO RELFECT THE MERGER OF
LYKES ENERGY, INC., WITH AND INTO THE REGISTRANT IN JUNE 1997.  THIS
MERGER WAS ACCOUNTED FOR AS A POOLING OF INTERESTS.
</LEGEND>
<CIK>                                       0000350563
<NAME>                               TECO Energy, Inc.
<MULTIPLIER>                                   1000000
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               Mar-31-1997
<PERIOD-TYPE>                                    3-mos 
<BOOK-VALUE>                                  PER-BOOK 
<TOTAL-NET-UTILITY-PLANT>                        2,767 
<OTHER-PROPERTY-AND-INVEST>                        483 
<TOTAL-CURRENT-ASSETS>                             363 
<TOTAL-DEFERRED-CHARGES>                           216
<OTHER-ASSETS>                                      91
<TOTAL-ASSETS>                                   3,920 
<COMMON>                                           131 
<CAPITAL-SURPLUS-PAID-IN>                          356 
<RETAINED-EARNINGS>                                980 
<TOTAL-COMMON-STOCKHOLDERS-EQ>                   1,467 
                                0 
                                         20
<LONG-TERM-DEBT-NET>                             1,166 
<SHORT-TERM-NOTES>                                   0
<LONG-TERM-NOTES-PAYABLE>                            0
<COMMERCIAL-PAPER-OBLIGATIONS>                     262 
<LONG-TERM-DEBT-CURRENT-PORT>                       82 
                            0 
<CAPITAL-LEASE-OBLIGATIONS>                          0 
<LEASES-CURRENT>                                     0 
<OTHER-ITEMS-CAPITAL-AND-LIAB>                     923 
<TOT-CAPITALIZATION-AND-LIAB>                    3,920 
<GROSS-OPERATING-REVENUE>                          450 <F1>
<INCOME-TAX-EXPENSE>                                21 
<OTHER-OPERATING-EXPENSES>                         352
<TOTAL-OPERATING-EXPENSES>                         352
<OPERATING-INCOME-LOSS>                             98 
<OTHER-INCOME-NET>                                   1 
<INCOME-BEFORE-INTEREST-EXPEN>                      99 
<TOTAL-INTEREST-EXPENSE>                            27 
<NET-INCOME>                                        51 
                          0 
<EARNINGS-AVAILABLE-FOR-COMM>                       51 
<COMMON-STOCK-DIVIDENDS>                            34 
<TOTAL-INTEREST-ON-BONDS>                           11
<CASH-FLOW-OPERATIONS>                             103
<EPS-PRIMARY>                                      .39 
<EPS-DILUTED>                                      .39 
<FN>
<F1>  Revenues are from continuingn operations. Discontinued operations had 
      revenues of $3.5 million for the period.
/FN
<PAGE>

</TABLE>


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