TAMPA ELECTRIC CO
10-Q, 1994-05-05
ELECTRIC SERVICES
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                                 FORM 10-Q



                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549


(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, 1994               

                                     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 1-5007


                      TAMPA ELECTRIC COMPANY                  
        (Exact name of registrant as specified in its charter)


           FLORIDA                                   59-0475140     
 (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, 1994):

                  Common Stock, Without Par Value       10<PAGE>


                                                                 FORM 10-Q 

                       PART I.  FINANCIAL INFORMATION



Item 1.   Financial Statements

               In  the  opinion  of  management,  the  unaudited  financial

               statements include  all adjustments  (none of  which, except

               for the adjustment discussed in Note D on page 7, were other

               than normal  and recurring) necessary to  present fairly the

               results for the three-month periods ended March 31, 1994 and

               1993.   Reference should  be made  to the explanatory  notes

               affecting the income and balance sheet accounts contained in

               Tampa Electric  Company's Annual Report on Form 10-K for the

               year ended Dec. 31, 1993 and to the notes on pages 6 through

               7 of this report.

































                                      - 2 -<PAGE>
                                                                 FORM 10-Q 

                                  BALANCE SHEETS
                              (thousands of dollars)
                                                  March 31,         Dec. 31, 
                                                     1994            1993    
                                      Assets
     Property, plant and equipment, 
       at original cost
     Utility plant in service                    $2,792,145       $2,773,652 
     Construction work in progress                  166,436          151,311 
                                                  2,958,581        2,924,963 
     Accumulated depreciation                    (1,076,256)      (1,052,979)
                                                  1,882,325        1,871,984 
     Other property                                     201              201 
                                                  1,882,526        1,872,185 
     Current assets                                      
     Cash and cash equivalents                        3,184            4,499 
     Short-term investments                             245              216 
     Receivables, less allowance 
       for uncollectibles                            88,862           97,997 
     Inventories, at average cost
       Fuel                                          81,379           77,438 
       Materials and supplies                        38,468           37,726 
     Prepayments                                      9,349           10,062 
                                                    221,487          227,938 
     Deferred debits
     Unamortized debt expense                        25,266           25,718 
     Deferred fuel expense                            7,980           13,721 
     Deferred income taxes                           39,060           37,045 
     Other                                           23,677           22,961 
                                                     95,983           99,445 
                                                 $2,199,996       $2,199,568 

                              Liabilities and Capital
     Capital
     Common stock                                $  704,631       $  664,631 
     Retained earnings                              174,498          182,939 
                                                    879,129          847,570 
     Preferred stock, redemption not required        54,956           54,956 
     Long-term debt, less amount due
       within one year                              610,820          611,082 
                                                  1,544,905        1,513,608 
     Current liabilities
     Long-term debt due within one year               1,260            1,245 
     Notes payable                                   41,200           81,500 
     Accounts payable                                69,738           87,791 
     Customer deposits                               48,198           47,358 
     Interest accrued                                14,249           10,522 
     Taxes accrued                                   27,775            6,151 
                                                    202,420          234,567 
     Deferred credits
     Deferred income taxes                          291,306          292,573 
     Investment tax credits                          64,818           66,033 
     Regulatory liability - tax related              61,215           61,973 
     Other                                           35,332           30,814 
                                                    452,671          451,393 
                                                 $2,199,996       $2,199,568 

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


                                       - 3 -<PAGE>


                                                                 FORM 10-Q 

                               STATEMENTS OF INCOME
                              (thousands of dollars) 

     For the three months ended March 31,            1994             1993   

     Operating revenues                            $244,629         $227,811 

     Operating expenses
     Operation
       Fuel                                          84,677           78,331 
       Purchased power                                7,983            7,154 
       Other                                         42,121           36,026 
     Maintenance                                     16,836           16,095 
     Depreciation                                    28,613           27,705 
     Taxes, federal and state income                 11,108           10,333 
     Taxes, other than income                        21,977           20,211 
                                                    213,315          195,855 

     Operating income                                31,314           31,956 

     Other income
     Allowance for other funds used
       during construction                              273               -- 
     Other income (expense), net                        (14)          (6,171)
                                                        259           (6,171)

     Income before interest charges                  31,573           25,785 

     Interest charges
     Interest on long-term debt                       8,944           10,535 
     Other interest                                   1,592            1,160 
     Allowance for borrowed funds
       used during construction                        (636)            (571)
                                                      9,900           11,124 

     Net income                                      21,673           14,661 
     Preferred dividend requirements                    892              892 
     Balance applicable to
       common stock                                $ 20,781         $ 13,769 


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
















                                       - 4 -<PAGE>


                                                                 FORM 10-Q 


                             STATEMENTS OF CASH FLOWS
                              (thousands of dollars)


     For the three months ended March 31,            1994             1993   

     Cash flows from operating activities
       Net income                                 $  21,673        $  14,661 
       Adjustments to reconcile net income 
         to net cash
       Depreciation                                  28,613           27,705 
       Deferred income taxes                         (4,040)           4,565 
       Investment tax credits, net                   (1,216)          (1,229)
       Allowance for funds used 
         during construction                           (909)            (571)
       Deferred fuel cost                             5,740           (9,778)
       Fuel cost settlement                              --           10,000 
       Refund to customers                           (2,306)              -- 
       Receivables, less allowance 
         for uncollectibles                           9,135            8,398 
       Inventories                                   (4,683)          (2,447)
       Taxes accrued                                 21,624            7,572 
       Accounts payable                             (15,757)         (12,834)
       Other                                         10,150            8,741 
                                                     68,024           54,783 

     Cash flows from investing activities
       Capital expenditures                         (39,560)         (35,395)
       Allowance for funds used 
         during construction                            909              571 
       Short-term investments                           (29)             828 
                                                    (38,680)         (33,996)

     Cash flows from financing activities
       Proceeds from contributed capital 
        from parent                                  40,000           12,000 
       Repayment of long-term debt                     (245)              -- 
       Net decrease in short-term debt              (40,300)          (9,200)
       Dividends                                    (30,114)         (30,171)
                                                    (30,659)         (27,371)

     Net decrease in cash and
       cash equivalents                              (1,315)          (6,584)
     Cash and cash equivalents 
       at beginning of period                         4,499           28,260 
     Cash and cash equivalents 
       at end of period                           $   3,184        $  21,676 


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







                                       - 5 -<PAGE>


                                                                 FORM 10-Q 


                           NOTES TO FINANCIAL STATEMENTS


     A.        Tampa  Electric  Company  is  a  wholly  owned  subsidiary  of

          TECO Energy, Inc.

     B.        The company  has made  certain commitments in  connection with

          its   continuing  construction   program.      Total   construction

          expenditures are estimated to be $247 million for 1994.

     C.        As  reported in the 1993 Form 10-K, the Florida Public Service

          Commission  (FPSC) issued an order  on March 25,  1994 that changed

          the company's authorized regulatory rate of return on common equity

          to an 11.35 percent midpoint and a  range of 10.35 percent to 12.35

          percent,  while  leaving  in effect  the  rates  it had  previously

          established.  In its  order, the FPSC approved a  $4-million annual

          accrual for the  establishment of an unfunded  storm damage reserve

          for  transmission and  distribution  property and  ordered that  no

          monies be subject to refund. 

               On April  11,  1994,  the  Office of  Public  Counsel  (Public

          Counsel)  filed a petition with the FPSC for reconsideration of the

          March 25, 1994 order rearguing that rates  be reset to reflect  the

          new midpoint  of the authorized regulatory return on common equity.

          The company is opposing this petition for reconsideration.

















                                       - 6 -<PAGE>


                                                                 FORM 10-Q 

     D.        As reported in the 1993 Form 10-K, in February  1993, the FPSC

          approved  a settlement  agreement  between the  company and  Public

          Counsel  that  resolved  all  issues  related to  prices  for  coal

          purchased in the  years 1990 through  1992 by the company  from its

          affiliate,  Gatliff  Coal  Company,   a  subsidiary  of  TECO  Coal

          Corporation.    The  company  agreed  to  refund  $10 million  plus

          interest to its customers through the fuel adjustment clause over a

          12-month period beginning April 1, 1993. As part of this agreement,

          the company  refunded $2.3  million to  customers during the  first

          quarter of  1994.    In the  first  quarter of  1993,  the  company

          recorded a one-time $10-million  pretax charge associated with this

          settlement under the caption "Other income (expense), net".  
































                                       - 7 -<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, 1994:

               Net  income  for  1994's  first  quarter  was  $21.7  million,

          $7 million higher than  the year-earlier quarter  primarily due  to

          the $10 million pretax charge recorded in the first quarter of 1993

          associated  with the coal pricing settlement discussed in Note D on

          page 7.  Operating income for  1994's first quarter  was 2  percent

          lower  than  in 1993,  because higher  revenues from  retail energy

          sales did not fully offset higher operation and maintenance expense

          and  property taxes and lower non-fuel revenues from sales to other

          utilities.

               Revenues increased $16.8 million in the first quarter of 1994,

          reflecting  a 10-percent increase in retail  revenues due to higher

          retail  energy  sales  and  the   FPSC-approved  $16-million  price

          increase effective in January 1994. Non-fuel revenues from sales to

          other  utilities decreased  10 percent  from 1993's  first quarter.

          Lower-priced oil generation available on other systems continued to

          affect adversely energy sales to other utilities.

               Total  retail energy sales were  4 percent higher  than in the

          prior  year's first  quarter,  reflecting  more favorable  weather,

          customer growth of 1.7 percent and an improving economy. 

               Combined   fuel   and   purchased  power   expense   increased

          $7.2 million  from the prior year's first quarter due to the timing

          of  the recognition of  fuel expense  under the  FPSC-approved fuel

          adjustment clause.



                                       - 8 -<PAGE>


                                                                 FORM 10-Q 

               Operation-other    and    maintenance    expenses    increased

          $6.8 million,  or 13  percent,  because of  additional self-insured

          liability reserves and higher employee-related expenses.

               The increase in depreciation expense of $.9 million was due to

          normal plant additions.

               Income tax expense increased $.8 million or 8 percent from the

          prior year's first quarter, reflecting higher pretax income and the

          effect of  increased  federal  corporate  income tax  rates.    The

          increased expense arising from higher income tax rates, retroactive

          to Jan.  1, 1993, was recorded in  the third quarter of  1993.  The

          first quarter 1993 income tax expense amount was not restated.

               Taxes, other than income  were up $1.8 million for  the period

          mainly  from higher  gross receipts  taxes,  which are  included in

          customers' bills, and from additional property and payroll taxes. 

               Interest expense, excluding allowance for borrowed  funds used

          during  construction, was  10 percent  lower than  in 1993's  first

          quarter.   The company refinanced  over $240  million of  long-term

          debt in mid-1993 at lower rates.  The effect of these  refinancings

          offset higher short-term debt balances and rates in 1994.


















                                       - 9 -<PAGE>


                                                                 FORM 10-Q 

     Capital Resources and Changes in Financial Condition

               As discussed in Note C on page 6,  the FPSC issued an order on

          March  25, 1994  that changed  the company's  authorized regulatory

          rate of return on common equity to an 11.35 percent midpoint  and a

          range  of 10.35 percent to  12.35 percent, while  leaving in effect

          the rates it  had previously established.   In  its order the  FPSC

          approved a  $4-million annual accrual  for the establishment  of an

          unfunded storm  damage  reserve for  transmission and  distribution

          property and ordered that no monies be subject to refund. 

               On  April 11, 1994, Public  Counsel filed a  petition with the

          FPSC for reconsideration of the March 25, 1994 order rearguing that

          rates  be reset  to  reflect the  new  midpoint of  the  authorized

          regulatory return on common  equity.  The company is  opposing this

          petition for reconsideration.




























                                      - 10 -<PAGE>


                                                                 FORM 10-Q 

     PART II.  OTHER INFORMATION



     Item 6.   Exhibits and Reports on Form 8-K

               (a)  Exhibits

               10.1 TECO Energy Directors' Deferred Compensation Plan, as
                    amended and restated effective April 1, 1994.

               10.2 TECO Energy, Inc. Annual Incentive Compensation Plan,
                    revised January 1993.

               12.  Ratio of earnings to fixed charges.


               (b)  Reports on Form 8-K

                    No reports on Form 8-K were filed during the quarter
                    to which this report relates. 


































                                      - 11 -<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.










                         TAMPA ELECTRIC COMPANY     
                              (Registrant)







          Dated:  May 5, 1994                  By:    /s/ L. L. Lefler    
                                                         L. L. Lefler 

                                                 Vice President - Controller
                                                  (Chief Accounting Officer)























                                      - 12 -<PAGE>


                                                                 FORM 10-Q 

                                INDEX TO EXHIBITS


     Exhibit No.    Description of Exhibits                         Page No.

          10.1      TECO     Energy     Directors'    Deferred
                    Compensation Plan, as amended and restated
                    effective April 1, 1994.                              14

          10.2      TECO Energy, Inc. Annual Incentive                    19
                    Compensation Plan, revised January 1993.

          12.       Ratio of earnings to fixed charges.                   23










































                                      - 13 -<PAGE>







                                                               Exhibit 10.2




















                             TECO ENERGY, INC.

                     ANNUAL INCENTIVE COMPENSATION PLAN

                           REVISED JANUARY, 1993



























                                    -19-<PAGE>


                   SUMMARY OF INCENTIVE COMPENSATION PLAN

BASIC PLAN CONCEPT

The Annual  Incentive Compensation Plan provides a consistent framework for
applying incentive pay to officers of TECO Energy and each of its operating
subsidiaries.    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  judged  to be  at  an
outstanding  level.   Smaller awards (or  none at  all) may  be earned when
performance is below target and larger awards (up to 150 percent of target)
can 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 for
results over  which they had little or no influence.   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  judgmental
basis  considering  overall contribution  level  and  achievement of  other
individual goals.

ELIGIBILITY

Officers are recommended by the respective President of their  organization
and  approved by the President  and Chief Executive  Officer of TECO Energy
for participation in the incentive plan each year.  All nominated employees
who  are approved  by the  President and  Chief Executive  Officer 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 which, 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 levels) is influenced by the
level of each participant's  accountability for contributing to bottom-line
results,  the  degree of  influence the  participant  has over  results and
competitive practice.











                                    -20-<PAGE>


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 the operating subsidiaries.
The number of goals set for  each unit and each operating subsidiary should
not normally exceed five or six so as not to dilute plan focus.

Once goals have been established that represent the target or stretch level
of  performance, threshold and  maximum levels should  also be established.
Threshold  performance represents the  minimum acceptable  performance that
still warrants incentive  recognition (at  50 percent of  the target  award
level), and maximum performance  represents the highest level likely  to be
attained and rewarded (at 150 percent of the target award level).

Regardless of the  degree of  achievement of each  established goal,  there
will not be any plan payout to any company unless  a corporate "shareholder
protection" threshold, i.e., TECO Energy's  net earnings be at least 80% of
the current year's after tax earnings, is achieved.                     


Additionally,  a further performance  threshold of 90%  of operating income
target  must  be  achieved  by  each  operating  subsidiary  for  its  plan
participants to  be eligible for an  award.  TECO Energy  participants must
achieve 90% of net income target to be eligible.

A determination will be  made for each participant regarding  their portion
of the  award that  will be  based on corporate,  subsidiary 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 three  step process will  be followed in
determining actual incentive awards.

Step 1:   The actual degree  of achievement for each goal  at the
          Corporate,  Subsidiary and  Individual  level  must  be
          determined.

Step 2:   Corporate,   Subsidiary   and  Individual   performance
          factors  must be  determined by  multiplying levels  of
          goal achievement  by the  weightings  assigned to  each
          goal and summing the  results.  Performance factors can
          range between 0 and 150 percent.

Step 3:   Total of all performance  factors are multiplied by the
          target award.

PLAN ADMINISTRATION

The  Vice President, Human Resources, TECO Energy, Inc., is responsible for
administering the plan.







                                    -21-<PAGE>


OTHER CONSIDERATIONS

If a participant's employment is terminated due to death, total disability,
or  retirement during a  plan year, the  participant or beneficiary  may be
entitled  to receive a  pro rata  share of the  incentive award.   The TECO
Energy Board Compensation  Committee will  determine if any  award will  be
paid, and if so, the amount of the award.

If a participant  is transferred or  promoted to another  position   within
TECO Energy,  that individual  may be eligible to receive a  pro rata share
of  the  award,  as  determined  by  the  TECO  Energy  Board  Compensation
Committee.

If  a participant's  employment  is terminated  for  reasons not  described
above,  the TECO  Energy Board  Compensation Committee  will have  complete
discretion in determining if an award will be paid.

Notwithstanding  the foregoing, in the event of a participant's termination
of employment for any reason following a change in control  of TECO Energy,
Inc.,  as  defined  in  the  TECO  Energy,  Inc.  1990  Stock   Option  and
Appreciation  Rights Plan, such participant shall be entitled to receive an
incentive  award equal to a pro rata share of the greater of (i) the target
bonus for the year in  which the change in control occurs or (ii) the bonus
actually paid with respect to the previous year.



































                                    -22-<PAGE>







                                                               Exhibit 10.2




















                             TECO ENERGY, INC.

                     ANNUAL INCENTIVE COMPENSATION PLAN

                           REVISED JANUARY, 1993



























                                    -19-<PAGE>


                   SUMMARY OF INCENTIVE COMPENSATION PLAN

BASIC PLAN CONCEPT

The Annual  Incentive Compensation Plan provides a consistent framework for
applying incentive pay to officers of TECO Energy and each of its operating
subsidiaries.    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  judged  to be  at  an
outstanding  level.   Smaller awards (or  none at  all) may  be earned when
performance is below target and larger awards (up to 150 percent of target)
can 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 for
results over  which they had little or no influence.   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  judgmental
basis  considering  overall contribution  level  and  achievement of  other
individual goals.

ELIGIBILITY

Officers are recommended by the respective President of their  organization
and  approved by the President  and Chief Executive  Officer of TECO Energy
for participation in the incentive plan each year.  All nominated employees
who  are approved  by the  President and  Chief Executive  Officer 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 which, 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 levels) is influenced by the
level of each participant's  accountability for contributing to bottom-line
results,  the  degree of  influence the  participant  has over  results and
competitive practice.











                                    -20-<PAGE>


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 the operating subsidiaries.
The number of goals set for  each unit and each operating subsidiary should
not normally exceed five or six so as not to dilute plan focus.

Once goals have been established that represent the target or stretch level
of  performance, threshold and  maximum levels should  also be established.
Threshold  performance represents the  minimum acceptable  performance that
still warrants incentive  recognition (at  50 percent of  the target  award
level), and maximum performance  represents the highest level likely  to be
attained and rewarded (at 150 percent of the target award level).

Regardless of the  degree of  achievement of each  established goal,  there
will not be any plan payout to any company unless  a corporate "shareholder
protection" threshold, i.e., TECO Energy's  net earnings be at least 80% of
the current year's after tax earnings, is achieved.                     


Additionally,  a further performance  threshold of 90%  of operating income
target  must  be  achieved  by  each  operating  subsidiary  for  its  plan
participants to  be eligible for an  award.  TECO Energy  participants must
achieve 90% of net income target to be eligible.

A determination will be  made for each participant regarding  their portion
of the  award that  will be  based on corporate,  subsidiary 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 three  step process will  be followed in
determining actual incentive awards.

Step 1:   The actual degree  of achievement for each goal  at the
          Corporate,  Subsidiary and  Individual  level  must  be
          determined.

Step 2:   Corporate,   Subsidiary   and  Individual   performance
          factors  must be  determined by  multiplying levels  of
          goal achievement  by the  weightings  assigned to  each
          goal and summing the  results.  Performance factors can
          range between 0 and 150 percent.

Step 3:   Total of all performance  factors are multiplied by the
          target award.

PLAN ADMINISTRATION

The  Vice President, Human Resources, TECO Energy, Inc., is responsible for
administering the plan.







                                    -21-<PAGE>


OTHER CONSIDERATIONS

If a participant's employment is terminated due to death, total disability,
or  retirement during a  plan year, the  participant or beneficiary  may be
entitled  to receive a  pro rata  share of the  incentive award.   The TECO
Energy Board Compensation  Committee will  determine if any  award will  be
paid, and if so, the amount of the award.

If a participant  is transferred or  promoted to another  position   within
TECO Energy,  that individual  may be eligible to receive a  pro rata share
of  the  award,  as  determined  by  the  TECO  Energy  Board  Compensation
Committee.

If  a participant's  employment  is terminated  for  reasons not  described
above,  the TECO  Energy Board  Compensation Committee  will have  complete
discretion in determining if an award will be paid.

Notwithstanding  the foregoing, in the event of a participant's termination
of employment for any reason following a change in control  of TECO Energy,
Inc.,  as  defined  in  the  TECO  Energy,  Inc.  1990  Stock   Option  and
Appreciation  Rights Plan, such participant shall be entitled to receive an
incentive  award equal to a pro rata share of the greater of (i) the target
bonus for the year in  which the change in control occurs or (ii) the bonus
actually paid with respect to the previous year.



































                                    -22-<PAGE>









                                                                 Exhibit 12


                           TAMPA ELECTRIC COMPANY
                     RATIO OF EARNINGS TO FIXED CHARGES


     The  following table  sets forth  the company's  ratio of  earnings to
fixed charges for the periods indicated.


  Three Months   Twelve Months
     Ended           Ended                Year Ended December 31,      
March 31, 1994  March 31, 1994     1993(1) 1992    1991   1990   1989

     3.37x            4.21x         3.98x  4.16x   3.66x  3.64x  3.67x


     For the purposes of calculating this ratio, earnings consist of income

before income taxes  and fixed charges.  Fixed  charges consist of interest

on indebtedness, amortization  of debt premium,  the interest component  of

rentals and preferred stock dividend requirements.

                                                                       

(1)  Includes the effect  of the  non-recurring $10  million pretax  charge
     associated with a  coal pricing settlement as  discussed in Note D  on
     page 7.  The effect of this charge was to reduce the ratio of earnings
     to  fixed charges.  Had  this non-recurring charge  been excluded from
     the calculation, the  ratio of  earnings to fixed  charges would  have
     been 4.17x for the year ended Dec. 31, 1993.  <PAGE>


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