FLORIDA POWER CORP /
8-K, 1999-02-22
ELECTRIC SERVICES
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     As filed with the Securities and Exchange Commission on February 22, 1999


                        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 18, 1999
<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    Incorporati
on   Identification No.

        1-8349          FLORIDA PROGRESS CORPORATION                    Florida 
        59-2147112
                         One Progress Plaza
                         St. Petersburg, Florida 33701
                         Telephone (727) 824-6400

        1-3274          FLORIDA POWER CORPORATION                       Florida 
         59-0247770
                         One Progress Plaza
                         St. Petersburg, Florida 33701
                         Telephone (727) 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, 1998:

     Florida  Progress  issued an Investor News report dated  February 18, 1999,
regarding an increase in its annual  dividend,  and Florida  Power issued a News
Release dated February 19, 1999,  regarding its  construction  of peaking units.
Copies of the Investor News report and News Release 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 Progress  Investor News report dated February 18,
                       1999 regarding increase in Florida Progress dividend.


99.(b)                 Florida  Power  News  Release  dated  February  19,  1999
                       regarding construction of peaking units.

<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
                          Treasurer of each Registrant



Date:  February 19, 1999





<PAGE>



                               EXHIBIT INDEX



Exhibit No.            Description of Exhibit

99.(a)                 Florida Progress  Investor News report dated February 18,
                       1999 regarding increase in Florida Progress' dividend.


99.(b)                 Florida  Progress  News Release  dated  February  19,1999
                       regarding construction of peaking units.




                                EXHIBIT 99.(a)


             Florida Progress Corporation Increases Annual Dividend

ST. PETERSBURG,  Florida...(February 18, 1999) -- Florida Progress Corporation's
board of directors  today declared a quarterly cash dividend of 54 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 $2.18 per share. This represents an annual dividend increase of 1.9 percent.

"The board's  decision to increase  the  dividend is  supported by  management's
expectation that long-term growth in earnings per share should allow the Company
to continue  reducing the dividend payout ratio over time while  maintaining the
dividend  growth  rate,"  said  Richard  Korpan,  chairman  and  CEO of  Florida
Progress.

Florida  Progress'  earnings growth has enabled it to reduce its dividend payout
ratio to 74 percent at the end of 1998.

The new  quarterly  dividend  of 54 1/2 cents per share is  payable on March 20,
1999 to shareholders of record at the close of business on March 5, 1999.

"Safe Harbor"  Statement under the Private  Securities  Litigation Reform Act of
1995: This news release contains forward looking  statements  regarding  Florida
Progress'  projected  earnings  per  share  growth,  dividend  payout  ratio and
dividend growth rate.  These  statements  involve risks and  uncertainties  that
could cause actual results or outcomes to differ  materially from  expectations.
Key factors that could have a direct bearing on the company's  ability to attain
these  projections  include  continued  annual growth in electric  customers and
customer usage; economic and weather conditions affecting the demand for and the
supply of not only  electricity but also Electric Fuels  Corporation's  products
and services;  successful cost containment  efforts;  legislative and regulatory
developments;  the efficient  operation  and/or  construction of Florida Power's
existing  and planned  generating  units;  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 $6.2 billion.  Its principal  subsidiary is Florida Power, one of
the nation's  leading  electric  utilities  committed to serving its 1.3 million
customers in Florida with competitively  priced energy,  excellent  reliability,
and outstanding customer service.  Diversified operations include rail services,
marine operations and coal mining.

                                 EXHIBIT 99.(b)

Florida Progress Corporation
Investor News
[LOGO OMITTED]

Analyst Contacts:
Gre Beuris (727) 820-5734
Lauran Willoughby (727) 820-5737


                         FLORIDA POWER TO BUILD PEAKING UNITS

- - Generation expansion will increase overall capacity, reliability for FPC 
customers

ST.  PETERSBURG,  FL...(February  19,  1999)...Florida  Power  Corporation today
announced the next phase of its generation  expansion  plan. The first phase was
the  500-megawatt  Hines 1 unit,  which began  initial  start-up  and testing in
December 1998 and is scheduled for full  commercial  operation by the end of the
first  quarter of this year.  The next phase is to build  three  "peaker"  power
generation  units at Florida Power's  Intercession  City site in Osceola County.
The units,  designed  to provide  electricity  during  periods of peak  customer
demand,  will provide a total of 300  megawatts  of power  beginning in December
2000.

"As we enter our 100th year of providing  electric  service to the  residents of
Florida,  we do so with a renewed  commitment to providing  our  customers  with
competitively priced, reliable energy," said Florida Power President and CEO Joe
Richardson.  "We intend to live up to that  commitment,  and building new peaker
units provides us with an innovative and timely way to do just that."

In October of last year,  Florida  Power  submitted  a proposal  to the  Florida
Public Service  Commission (PSC) asking the Commission to exercise its statutory
authority to forgo the bid requirement for a second power plant at the company's
Hines Energy  Complex in Polk County.  PSC rules state that the  Commission  may
forgo the  time-consuming  bid process if proposals,  like the one Florida Power
submitted for the Hines 2 plant,  would "likely  result in lower-cost  supply of
electricity,  increase the reliable supply of electricity or is otherwise in the
public interest."  Citing concerns about  potentially  lengthy legal challenges,
the PSC recently denied Florida Power's request for a bid waiver.

"While we're disappointed in the PSC's recent decision and its associated delay,
Hines 2 is still very much in our future  plans,  and the addition of peakers at
Intercession City simply postpones that phase to a later date," said Richardson.
"In the meantime,  we will continue our work to meet the growing customer demand
for electricity in the near future."

Florida  Power has an  agreement  with  General  Electric to purchase  three 7EA
combustion  turbine  units.  The units will be  capable  of using  either oil or
natural  gas,depending  upon the cost and  availability  of those fuel  sources.
Environmental  permitting is expected to be complete by the end of the year, and
construction will begin immediately  thereafter at Florida Power's  Intercession
City plant site,  which is located in southwestern  Osceola County.  It is a 167
- -acre site with 58 acres  developed  for  peaking  plants.  Currently,  the site
accommodates  11 units that in total  produce  more than 900  megawatts of power
during periods of peak customer demand for electricity.

Headquartered in St.  Petersburg,  Florida,  Florida Power Corporation is one of
the country's leading investor-owned electric utilities.  For 100 years, Florida
Power has provided electric service in central and northern  Florida,  and today
is the energy  provider to more than 1.3 million  customers  who live within the
company's  32-county service area.  Florida Power's dedication to growth through
expanding  customer  relationships  is reflected in three customer  commitments:
competitively  priced energy,  excellent  reliability and  outstanding  customer
service.  Florida  Power is the  principal  subsidiary  of St.  Petersburg-based
Florida Progress Corporation (NYSE:FPC).


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