FLORIDA POWER CORP
8-K, 1995-02-10
ELECTRIC SERVICES
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     As filed with the Securities and Exchange Commission on February 10, 1995

 
                        SECURITIES AND EXCHANGE COMMISSION

                               Washington, DC  20549

                               _____________________

                                     FORM 8-K

                                  CURRENT REPORT


                        Pursuant to Section 13 or 15(d) of

                        The Securities Exchange Act of 1934

                Date of Report (Date of earliest event reported): 
                                 February 9, 1995
     

<TABLE>
<CAPTION>
                        Exact name of Registrant as 
        Commission      specified in its charter, address              State of      I.R.S. Employer
        File No.        of principal executive offices, telephone     Incorporation   Identification No.
        <S>     <C>                      <C>              <C>
        1-8349          FLORIDA PROGRESS CORPORATION                    Florida         59-2147112
                         One Progress Plaza
                         St. Petersburg, Florida 33701
                         Telephone (813) 824-6400

        1-3274          FLORIDA POWER CORPORATION                       Florida          59-0247770
                         3201 34th Street South
                         St. Petersburg, Florida 33711
                         Telephone (813) 866-5151


</TABLE>
The address of neither registrant has changed since the last report.

This combined Form 8-K represents separate filings by Florida Progress
Corporation and Florida Power Corporation.  Information contained herein 
relating to an individual registrant is filed by that registrant on its 
own behalf.  Florida Power makes no representations as to the information 
relating to Florida Progress' diversified operations.

<PAGE>
Item 5.   Other Events


     In light of ongoing securities offerings by Florida Progress
Corporation ("Florida Progress") and its subsidiaries, including
Florida Power Corporation ("Florida Power") and Progress Capital
Holdings, Inc., the following information is being presented
pending distribution of the combined Florida Progress and Florida
Power Annual Report on Form 10-K for the year ended December 31,
1994:

     Florida Power issued a news release dated February 9, 1995 and Florida
Progress issued a related Investor Information report of even date therewith
reporting that Florida Power has terminated two agreements to transport natural
gas through the proposed SunShine Pipeline, and has filed a lawsuit in
connection therewith.  Copies of the news release and report are being filed
herewith as Exhibits 99.(a) and 99.(b), respectively.


Item 7.  Financial Statements and Exhibits

     (c)  Exhibits:

Exhibit Number (by 
reference to Item 601
of Regulation S-K)  Description of Exhibit   

99.(a)              Florida Power Corporation News Release
                    dated February 9, 1995 regarding termination of
                    agreements with SunShine Pipeline Project.

99.(b)              Florida Progress Corporation Investor
                    Information Report dated February 9, 1995.

<PAGE>
                                SIGNATURES


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


                              FLORIDA PROGRESS CORPORATION
     
                              FLORIDA POWER CORPORATION

                                  /s/ David R. Kuzma
                              By:____________________________   
                                 David R. Kuzma
                                 Vice President and Treasurer
                                 of each Registrant



Date:  February 9, 1995

<PAGE>

                               EXHIBIT INDEX



Exhibit No.    Description of Exhibit

99.(a)         Florida Power Corporation News Release dated
               February 9, 1995 regarding termination of agreements
               with SunShine Pipeline Project.

99.(b)         Florida Progress Corporation Investor Information
               Report dated February 9, 1995.











                                  Exhibit 99.(a)
NEWS RELEASE
Florida Power Corporation 
Corporate Communications
3201 34th Street South
St. Petersburg, FL  33711
(813) 866-4334

For more information contact:
Karen Raihill 
(813) 866-5023





Florida Power Corporation Seeks To Terminate Agreements With SunShine Pipeline
Project


     ST. PETERSBURG, FL. (February 9, 1995) -- Florida Power Corporation is
exercising its option to terminate, effective March 2, two agreements related
to the transportation of natural gas through the proposed SunShine Pipeline.

     March 1 is the deadline established in the agreements for receipt of all
approvals for the project by both federal and state regulators.  Florida Power
contends it is indisputable that the approvals cannot be obtained by the
required date and, thus, the company has filed a lawsuit today to terminate the
agreements.

     The agreements referred to in the court action had been signed in 1993 to
provide firm gas transportation capacity for Florida Power.  The company plans
to increase the use of natural gas, primarily to fuel two combined cycle units
to be constructed at its new energy complex near Fort Meade in Polk County. 
The first unit is scheduled to be in service in 1998, the second in 1999.

     By exercising this option, the company intends to preserve its flexibility
and explore all viable options that are in the best interests of Florida
Power's customers and shareholders.

     Florida Power announced in September 1994 that it was withdrawing as an
equity partner in the 715-mile proposed SunShine pipeline that would run from
Pascagoula, Mississippi to Polk County, Florida.

     Florida Power Corporation is the principal subsidiary of St. Petersburg-
based Florida Progress Corporation (NYSE:FPC) and serves more than 1.2 million
customers in central and northern Florida.
                                       -30-

                                  Exhibit 99.(b)
FLORIDA PROGRESS CORPORATION

INVESTOR INFORMATION
Analysts' Contacts:
Richard R. Champion, Director, Investor Relations  (813) 824-6428
Mark A. Myers, Manager, Investor Communications  (813) 824-6422

                                                       February 9, 1995


Florida Power Corporation Seeks To Terminate Agreements With SunShine Pipeline
Project


Florida Power Corporation, the largest subsidiary of Florida Progress
Corporation, is exercising its option to terminate, effective March 2, two
agreements related to the transportation of natural gas through the proposed
SunShine Pipeline.

March 1 is the deadline established in the agreements for receipt of all
approvals for the project by both federal and state regulators.  Florida Power
contends it is indisputable that the approvals cannot be obtained by the
required date and, thus, the company has filed a lawsuit today to terminate the
agreements.

The agreements referred to in the court action had been signed in 1993 to
provide firm gas transportation capacity for Florida Power.  The company plans
to increase the use of natural gas, primarily to fuel two combined cycle units
to be constructed at its new energy complex near Fort Meade in Polk County. 
The first unit is scheduled to be in service in 1998, the second in 1999.

By exercising this option, the company intends to preserve its flexibility and
explore all viable options that are in the best interests of Florida Power's
customers and shareholders.

Florida Power announced in September 1994 that it was withdrawing as an equity
partner in the 715-mile proposed SunShine pipeline that would run from
Pascagoula, Mississippi to Polk County, Florida.

Florida Progress (NYSE:FPC) is a diversified utility holding company with
assets of more than $5.7 billion.  Its principal subsidiary is Florida Power
Corporation, that state's second-largest electric utility with more than 1.2
million customers.  Diversified operations include coal mining and
transportation, life insurance, real estate, and lending and leasing.


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