FLORIDA POWER CORP /
8-K, 1998-02-20
ELECTRIC SERVICES
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     As filed with the Securities and Exchange Commission on February 20, 1998


                        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 19, 1998

<TABLE>
<CAPTION>

       <S>              <C>                                          <C>            <C>
                        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.

        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, 1997:

      Florida Progress issued an Investor News report dated February 19, 1998 to
report an increase in its annual dividend. A copy of the Investor News report is
being furnished herewith as Exhibit 99.

Item 7.  Financial Statements and Exhibits

     (c)  Exhibits:

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

99                     Florida Progress  Investor News report dated February 19,
                       1998 to report an increase in its annual dividend.


<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. The signature of the undersigned on behalf
of each  listed  company  shall be  deemed  to  relate  only to  matters  having
reference to such company.



                          FLORIDA PROGRESS CORPORATION

                            FLORIDA POWER CORPORATION

                               /s/Pamela A. Saari
                         By:____________________________
                                 Pamela A. Saari
                               Assistant Treasurer
                               of each Registrant



Date:  February 19, 1998











<PAGE>


                               EXHIBIT INDEX



Exhibit No.            Description of Exhibit

99                     Florida Progress  Investor News report dated February 19,
                       1998 to report an increase in its annual dividend.




                                 EXHIBIT 99

Florida Progress Corporation
Investor News
[LOGO OMITTED]

Analyst Contacts:
Greg Beuris (813) 866-4442
Lauran Willoughby (813) 866-4837

             Florida Progress Corporation Increases Annual Dividend

ST.  PETERSBURG,  Florida,  February 19, 1998 -- Florida Progress  Corporation's
board of directors  today declared a quarterly cash dividend of 53 1/2 cents per
share on the company's outstanding common stock.

The board's action increases the annual dividend rate by 4 cents per share, thus
raising  the annual  dividend  to $2.14 per  share.  This  represents  an annual
dividend increase of 1.9 percent.

"Florida Power's strong fundamentals  combined with the expanding  operations of
Electric Fuels  Corporation  should allow us to achieve long-term average annual
growth in earnings per share of 4 to 5 percent,  which  supports our decision to
increase the  dividend,"  said Jeffrey R.  Heinicka,  senior vice  president and
chief financial officer.

In 1992, as the dividend payout approached 90 percent,  Florida Progress began a
strategy of gradually  lowering the payout while  working to increase  earnings.
This  strategy  has been  successful,  resulting  in a 1997 payout of 80 percent
before nonrecurring charges.

The new  quarterly  dividend  of 53 1/2 cents per share is  payable on March 20,
1998 to shareholders of record at the close of business on March 5, 1998.

"Safe Harbor"  Statement under the Private  Securities  Litigation Reform Act of
1995: this news release contains a forward looking statement  concerning Florida
Progress'  earnings per share growth rate.  This  statement  involves  risks and
uncertainties  that could cause actual results or outcomes to differ  materially
from  expectations.  Key factors  that have a direct  bearing on actual  results
include  annual  growth  in  utility  customers,  successful  cost  containment,
efficient  operation  of  generating  units,   successful  execution  of  growth
strategies and other factors described in the company's  Securities and Exchange
Commission filings.

Florida Progress (NYSE:FPC) is a Fortune 500 diversified utility holding company
with assets of $5.8 billion.  Its principal  subsidiary  is Florida  Power,  the
state's  second-largest  electric  utility  with  about 1.3  million  customers.
Diversified operations include coal mining, marine operations and rail services.


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