TAMPA ELECTRIC CO
10-Q, 1996-05-14
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, 1996          

                                      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                      (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, 1996):

                         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  necessary to present fairly the results

            for  the  three-month  periods  ended  March  31,  1996  and 1995.

            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,

            1995 and to the notes on page 6 of this report.






































                                    - 2 -<PAGE>


                                                                  FORM 10-Q 

                           BALANCE SHEETS
                                (in thousands)

                                              March 31,             Dec. 31,  
                                                 1996                 1995
                                    Assets
Property, plant and equipment, 
  at original cost
Utility plant in service                     $2,959,503            $2,930,178 
Construction work in progress                   492,079               475,260
                                              3,451,582             3,405,438 
Accumulated depreciation                     (1,225,306)           (1,203,284)
                                              2,226,276             2,202,154 
Other property                                      909                   859 
                                              2,227,185             2,203,013 
Current assets                                      
Cash and cash equivalents                         3,838                 3,832 
Receivables, less allowance 
  for uncollectibles                            107,737               120,273 
Inventories, at average cost
  Fuel                                           53,148                69,977 
  Materials and supplies                         39,977                38,657 
Prepayments                                       3,149                 3,547 
                                                207,849               236,286 
Deferred debits
Unamortized debt expense                         17,915                18,297 
Deferred income taxes                            97,620                94,553 
Regulatory asset - tax related                   39,517                36,931 
Other                                            48,475                50,135 
                                                203,527               199,916
                                             $2,638,561            $2,639,215 

                            Liabilities and Capital
Capital
Common stock                                 $  886,956            $  851,957 
Retained earnings                               179,201               188,191 
                                              1,066,157             1,040,148 
Preferred stock, redemption not required         54,956                54,956 
Long-term debt, less amount due
  within one year                               585,920               583,097 
                                              1,707,033             1,678,201 
Current liabilities
Long-term debt due within one year               26,045                26,030 
Notes payable                                    98,900               144,500 
Accounts payable                                 76,558               117,430 
Customer deposits                                52,147                51,273 
Interest accrued                                 16,479                 8,921 
Taxes accrued                                    44,888                16,487 
                                                315,017               364,641 
Deferred credits
Deferred income taxes                           328,016               331,754 
Investment tax credits                           57,314                58,499 
Regulatory liability - tax related               83,501                84,489 
Other                                           147,680               121,631 
                                                616,511               596,373
                                             $2,638,561            $2,639,215 

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


                                    - 3 -<PAGE>


                                                                  FORM 10-Q 

                        STATEMENTS OF INCOME
                                (in thousands)

For the three months ended March 31,             1996               1995      

Operating revenues                             $254,746              $253,796 

Operating expenses
Operation
  Fuel                                           96,292                90,376 
  Purchased power                                 9,556                 9,520 
  Other                                          39,414                39,331 
Maintenance                                      14,513                16,830 
Depreciation                                     28,918                29,345 
Taxes, federal and state income                  11,263                11,617 
Taxes, other than income                         22,585                22,514 
                                                222,541               219,533 

Operating income                                 32,205                34,263 

Other income
Allowance for other funds used
  during construction                             5,019                 1,799 
Other income (expense), net                        (114)                 (658)
                                                                              
     4,905                                        1,141 

Income before interest charges                   37,110                35,404 

Interest charges
Interest on long-term debt                        9,872                 9,382 
Other interest                                    3,314                 2,227 
Allowance for borrowed funds
  used during construction                       (2,051)               (1,084)
                                                 11,135                10,525 

Net income                                       25,975                24,879 
Preferred dividend requirements                     892                   892 
Balance applicable to common stock             $ 25,083              $ 23,987 


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















                                    - 4 -<PAGE>


                                                                  FORM 10-Q 

                       STATEMENTS OF CASH FLOWS
                                (in thousands)


For the three months ended March 31,             1996                  1995   

Cash flows from operating activities
  Net income                                   $ 25,975             $  24,879 
  Adjustments to reconcile net income 
    to net cash:
  Depreciation                                   28,918                29,345 
  Deferred income taxes                         (10,379)               (3,815)
  Investment tax credits, net                    (1,185)               (1,191)
  Allowance for funds used 
    during construction                          (7,070)               (2,883)
  Deferred recovery clause                        1,364                (5,857)
  Revenue reduction                              20,869                 7,421 
  Amortization of coal contract buyout              676                    -- 
  Receivables, less allowance
    for uncollectibles                           12,536                15,625 
  Fuel inventories                               16,829                (2,281)
  Taxes accrued                                  28,401                23,436 
  Accounts payable                              (40,872)              (33,884)
  Other                                          13,289                 6,967 
                                                 89,351                57,762 

Cash flows from investing activities
  Capital expenditures                          (53,628)              (71,729)
  Allowance for funds used 
    during construction                           7,070                 2,883 
                                                (46,558)              (68,846)

Cash flows from financing activities
  Proceeds from contributed capital 
   from parent                                   35,000                25,000 
  Proceeds from long-term debt                    3,058                   620 
  Repayment of long-term debt                      (280)                 (260)
  Net increase/(decrease) in short-term debt    (45,600)                3,500 
  Dividends                                     (34,965)              (24,670)
                                                (42,787)                4,190 

Net increase (decrease) in cash
  and cash equivalents                                6                (6,894)
Cash and cash equivalents 
  at beginning of period                          3,832                 7,071 
Cash and cash equivalents at end of period     $  3,838              $    177 


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  $178  million for 1996, excluding allowance for funds

      used during contruction.



C.          During  the  first  quarter  of  1996,  the  company  recognized a

      $21 million revenue reduction pursuant to a multi-year base rate freeze,

      revenue  deferral  and  refund  plan  which  the  Florida Public Service

      Commission  (FPSC) voted to approve in April 1996.  The company deferred

      $7  million  during  the first quarter of last year in accordance with a

      plan  approved  by the FPSC for 1995.    The revenue reductions totaling

      $70  million  recorded  under the plans in 1995 and 1996 are included in

      other  deferred credits on the balance sheet.  See additional discussion

      on page 9.



D.          On  April  29,  1996, Tampa Electric retired $35 million aggregate

      par  value  of  8.00%  Series  E  and  7.44% Series F preferred stock at

      redemption prices of $102.00 and $101.00 per share, respectively.













                                    - 6 -<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, 1996:

            Net  income of $26.0 million in the first quarter was $1.1 million

      or 4 percent higher than 1995's first quarter primarily due to increased

      energy  sales  and  higher  AFUDC.  Operating income was 6 percent lower

      than 1995 reflecting a $21-million revenue reduction which included $15-

      million of a $25-million refund and a $6-million revenue deferral.  This

      reduction  was in accordance with a FPSC-approved plan described on page

      9.   Operating income last year was net of a $7-million revenue deferral

      in accordance with 1995's FPSC-approved regulatory plan.

            Revenues  for  the quarter increased slightly due to higher energy

      sales.   Retail energy sales increased 10 percent reflecting cooler than

      normal temperatures, customer growth of more than 2 percent and a strong

      local  economy.   Energy sales to other utilities were 13 percent higher

      than in 1995, driven by lower coal prices at Gannon Station and weather.

            Fuel  expense  increased  $5.9  million or 7 percent for the first

      quarter reflecting higher energy sales.

            Operation-other and maintenance expenses decreased $2.2 million or

      4  percent  primarily  reflecting  aggressive  cost  management  efforts

      throughout the company. 

            Depreciation  expense decreased 2 percent reflecting a change made

      in  the  third  quarter  of  1995 from an accelerated to a straight-line

      method of depreciation for the energy management system facility.

            The   effective   income  tax  rate  for  the  first  quarter  was

      30.1  percent  compared  to  33.1 percent for the same period last year.





                                    - 7 -<PAGE>


                                                                  FORM 10-Q 

      The  decrease was primarily due to higher allowance for other funds used

      during construction in 1996.

            Total  AFUDC  increased  because  of  additional investment in the

      company  s  Polk  Power  Station,  which  is  scheduled  for  commercial

      operation in the fourth quarter of 1996.

            Interest  expense  before  the  allowance  for borrowed funds used

      during  construction  was  14  percent  higher  in  the  current quarter

      reflecting  the expiration of an interest rate swap agreement and higher

      balances  for  short-term  debt,  partially  offset  by lower short-term

      rates.






































                                    - 8 -<PAGE>


                                                                  FORM 10-Q 

      Liquidity, Capital Resources and Changes in Financial Condition

            The  company recognized a $21-million revenue reduction during the

      first quarter of 1996 pursuant to a multi-year base rate freeze, revenue

      deferral and refund plan.  The plan is an agreement between the company,

      the  Office  of  Public  Counsel  and the Florida Industrial Power Users

      Group  which  covers  the  years  1996  through  1998.   A more complete

      description  of  the  plan, which the FPSC voted to approve on April 30,

      1996,  is  contained in the company s Annual Report on Form 10-K for the

      year ended Dec. 31, 1995.

            Fuel inventory declined because of increased energy sales and as a

      result of winter weather conditions which affected the transport of coal

      to the company s facilities.

            The increase in other deferred credits reflects the refund accrual

      and revenue deferral related to the FPSC-approved regulatory plan.

            Taxes accrued increased primarily because of the timing of federal

      income tax and property tax payments.


























                                    - 9 -<PAGE>


                                                                  FORM 10-Q 

                          PART II.  OTHER INFORMATION

Item 4.     Submission of Matters to a Vote of Security Holders

                  Pursuant  to  a written consent in lieu of annual meeting of

            shareholders  dated  April 17, 1996, TECO Energy, Inc., the holder

            of  all of the outstanding common stock of the registrant, elected

            the following directors:

            Girard F. Anderson
            DuBose Ausley
            Sara L. Baldwin
            Hugh L. Culbreath
            James L. Ferman, Jr.
            Edward L. Flom
            Henry R. Guild, Jr.
            Timothy L. Guzzle
            Dennis R. Hendrix
            Robert L. Ryan
            William P. Sovey
            J. Thomas Touchton
            John A. Urquhart
            James O. Welch, Jr.


Item 6.     Exhibits and Reports on Form 8-K

            (a)   Exhibits

            10.1  TECO Energy, Inc. 1996 Equity Incentive Plan.

            12.   Ratio of earnings to fixed charges.

            27.   Financial data schedule. (EDGAR filing only)


            (b)   Reports on Form 8-K

                  The  registrant  filed  a  Current  Report on Form 8-K dated
                  January  4, 1996 reporting under  Item 5. Other Events  on a
                  proposed   agency  action  by  the  Florida  Public  Service
                  Commission.

                  The  registrant  filed  a  Current  Report on Form 8-K dated
                  February  13, 1996 reporting under  Item 5. Other Events  on
                  the  protest of Florida Public Service Commission s proposed
                  agency  action  by  the  Office  of  Public  Counsel and the
                  Florida Industrial Power Users Group.

                  The  registrant  filed  a  Current  Report on Form 8-K dated
                  March 25, 1996 reporting under  Item 5. Other Events  on the
                  agreement  between  Tampa  Electric,  the  Office  of Public
                  Counsel  and  the  Florida Industrial Power Users Group on a

                                   - 10 -<PAGE>


                                                                  FORM 10-Q 

                  multi-year  base  rate  freeze,  revenue deferral and refund
                  plan for Tampa Electric.























































                                   - 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)















      Date:  May 14, 1996              By:       /s/ W. L. Griffin      
                                                    W. L. Griffin
                                             Vice President - Controller
                                           (Principal Accounting Officer)

















                                   - 12 -<PAGE>


                                                                  FORM 10-Q 

                               INDEX TO EXHIBITS

Exhibit No.       Description of Exhibits                             Page No.

      10.1        TECO Energy, Inc. 1996 Equity Incentive Plan           14   

      12.         Ratio of earnings to fixed charges                     20   

      27.         Financial data schedule (EDGAR filing only)            --   
















































                                   - 13 -<PAGE>








                                                       Exhibit 10.1


                               TECO ENERGY, INC.
                          1996 EQUITY INCENTIVE PLAN

1.    Purpose.

      The  purpose  of  the  TECO Energy, Inc. 1996 Equity Incentive Plan (the
"Plan")  is  to  attract  and  retain  key employees of TECO Energy, Inc. (the
"Company")  and  its  affiliates,  to provide an incentive for them to achieve
long-range  performance  goals, and to enable them to participate in the long-
term  growth  of the Company by the granting of awards ("Awards") of, or based
on,  the  Company's  common  stock, $1.00 par value (the "Common Stock").  The
Plan  is  an  amendment and restatement of the Company's 1990 Equity Incentive
Plan  (the  "1990 Plan").  No provision of the Plan will affect the rights and
privileges of holders of outstanding options under the 1990 Plan.

2.    Administration.

      The  Plan  will  be  administered  by a committee of not less than three
members  of  the  Board  of Directors of the Company appointed by the Board to
administer the Plan (the "Committee").  Each member of the Committee will be a
"disinterested  person"  or  the  equivalent  within the meaning of Rule 16b-3
under  the  Securities Exchange Act of 1934, as amended from time to time (the
"Exchange  Act"),  and an "outside director" within the meaning of Section 162
of  the  Internal  Revenue  Code  of  1986,  as amended from time to time (the
"Code").   The Committee will select those persons to receive Awards under the
Plan  ("Participants")  and  will  determine  the  terms and conditions of all
Awards.    The  Committee  will have authority to adopt, alter and repeal such
administrative  rules, guidelines and practices governing the operation of the
Plan  as  it  from  time  to  time  considers  advisable, and to interpret the
provisions  of the Plan.  The Committee's decisions will be final and binding.
To  the  extent permitted by applicable law, the Committee may delegate to one
or  more  executive  officers  of  the  Company  the  power  to make Awards to
Participants  who  are  not  subject to Section 16 of the Exchange Act and all
determinations  under  the  Plan  with  respect  thereto,  provided  that  the
Committee will fix the maximum amount of such Awards for all such Participants
and a maximum for any one Participant.

3.    Eligibility.

      All  employees  of  the  Company  (or  any  business entity in which the
Company  owns  directly or indirectly 50% or more of the total voting power or
has  a  significant financial interest as determined by the Committee) capable
of  contributing  significantly  to the successful performance of the Company,
other  than  an  employee  who has irrevocably elected not to be eligible, are
eligible to be Participants in the Plan.

4.    Stock Available for Awards.



                                    - 14 -<PAGE>





                                                       Exhibit 10.1

      (a)   Amount.  Subject to adjustment under subsection (b), Awards may be
made  under the Plan for up to 3,750,000 shares of Common Stock, together with
all  shares  of  Common  Stock  available for issue under the 1990 Plan on the
effective  date of the Plan.  If any Award (including any Award under the 1990
Plan)  expires  or  is  terminated unexercised or is forfeited or settled in a
manner  that results in fewer shares outstanding than were awarded, the shares
subject  to  such  Award,  to  the  extent  of  such  expiration, termination,
forfeiture  or  decrease,  will  again  be available for award under the Plan.
Common  Stock  issued  through  the  assumption or substitution of outstanding
grants  from  an  acquired  company  will  not reduce the shares available for
Awards  under  the Plan.  Shares issued under the Plan may consist in whole or
in part of authorized but unissued shares or treasury shares.

      (b)   Adjustment.    In the event that the Committee determines that any
stock dividend, extraordinary cash dividend, recapitalization, reorganization,
merger,  consolidation, split-up, spin-off, combination, exchange of shares or
other  change  affects the Common Stock such that an adjustment is required in
order  to  preserve the benefits intended to be provided by the Plan, then the
Committee  (subject  in  the case of incentive stock options to any limitation
required  under  the  Code) will equitably adjust any or all of (i) the number
and  kind  of  shares  for  which  Awards may be made under the Plan, (ii) the
number and kind of shares subject to outstanding Awards and (iii) the exercise
price  with  respect to any of the foregoing.  In making such adjustments, the
Committee may ignore fractional shares so that the number of shares subject to
any  Award  will  be a whole number.  If considered appropriate, the Committee
may  make  provision  for  a  cash  payment  with respect to all or part of an
outstanding Award instead of or in addition to any such adjustment.

      (c)   Limit  on  Individual  Grants.    The  maximum number of shares of
Common  Stock  subject  to  Stock  Options and SARs that may be granted to any
Participant  in  the  aggregate in any calendar year will not exceed 1,000,000
shares, subject to adjustment under subsection (b).

5.    Types of Awards.

      (a)   Stock  Grants.   The Committee may make awards of shares of Common
Stock  ("Stock  Grants")  upon  such  terms  and  conditions  as the Committee
determines.    Stock  Grants  may include without limitation restricted stock,
performance  shares, performance-accelerated restricted stock and bonus stock.
Stock   Grants   may  be  issued  for  no  cash  consideration,  such  minimum
consideration as may be required by applicable law or such other consideration
as the Committee may determine.

      (b)   Stock  Options.  The Committee may grant options ("Stock Options")
to  purchase  shares  of  Common  Stock at an exercise price determined by the
Committee  of  not less than 100% of the fair market value of the Common Stock
on  the  date  of  grant  and  upon such terms and conditions as the Committee
determines.    Stock  Options  may  include without limitation incentive stock
options, nonstatutory stock options, indexed stock options, performance-vested
stock  options,  performance-accelerated stock options and reload options.  No

                                    - 15 - <PAGE>
 





                                                       Exhibit 10.1

incentive stock option may be granted under the Plan more than ten years after
the  effective  date of this restatement of the Plan.  Payment of the exercise
price  may  be made in cash or, to the extent permitted by the Committee at or
after  the  grant  of  the  Stock Option, in whole or in part by delivery of a
promissory  note  or  shares  of Common Stock owned by the optionee, including
Stock  Grants, or by retaining shares otherwise issuable pursuant to the Stock
Option,  in  each  case valued at fair market value on the date of delivery or
retention, or such other lawful consideration as the Committee may determine.

      (c)   Stock  Equivalents.    The  Committee  may grant rights to receive
payment  from the Company based in whole or in part on the value of the Common
Stock  ("Stock  Equivalents")  upon such terms and conditions as the Committee
determines.    Stock Equivalents may include without limitation phantom stock,
performance   units,   dividend  equivalents  and  stock  appreciation  rights
("SARs").    SARs  granted in tandem with a Stock Option will terminate to the
extent  that  the  related  Stock  Option  is exercised, and the related Stock
Option  will  terminate  to the extent that the tandem SARs are exercised.  An
SAR  will  have an exercise price determined by the Committee of not less than
100%  of the fair market value of the Common Stock on the date of grant, or of
not less than the exercise price of the related Stock Option in the case of an
SAR  granted  in  tandem with a Stock Option.  The Committee will determine at
the time of grant or thereafter whether Stock Equivalents are to be settled in
cash,  Common  Stock or other securities of the Company, other Awards or other
property.

6.    General Provisions Applicable to Awards.

      (a)   Fair  Market  Value.  The fair market value of the Common Stock or
any  other  property  will  be  the  fair  market  value  of  such property as
determined  by the Committee in good faith or in the manner established by the
Committee from time to time.

      (b)   Reporting Person Limitations.  Notwithstanding any other provision
of  the  Plan, to the extent required to qualify for the exemption provided by
Rule  16b-3  under  the  Exchange  Act,  Awards  made  to  a person subject to
Section  16  of the Exchange Act will not be transferable by such person other
than  by  will  or  the  laws  of descent and distribution and are exercisable
during such person's lifetime only by such person or by such person's guardian
or  legal  representative.   If then permitted by Rule 16b-3, such Awards will
also  be  transferable  pursuant  to  a  qualified domestic relations order as
defined  in the Code or Title I of the Employee Retirement Income Security Act
or the rules thereunder.

      (c)   Documentation.    Each Award under the Plan will be evidenced by a
writing  delivered  to  the  Participant  specifying  the terms and conditions
thereof  and  containing such other terms and conditions not inconsistent with
the  provisions  of the Plan as the Committee considers necessary or advisable
to  achieve  the purposes of the Plan.  These terms and conditions may include
without limitation performance criteria, vesting requirements, restrictions on
transfer  and  payment  rules.    The  Committee  may  establish the terms and

                                    - 16 -<PAGE>





                                                       Exhibit 10.1

conditions at the time the Award is granted or may provide that such terms and
conditions will be determined at any time thereafter.

      (d)   Committee  Discretion.    Each type of Award may be made alone, in
addition  to  or  in  relation  to any other Award.  The terms of each type of
Award  need  not  be  identical, and the Committee need not treat Participants
uniformly.    Except  as otherwise provided by the Plan or a particular Award,
any determination with respect to an Award may be made by the Committee at the
time of grant or at any time thereafter.

      (e)   Dividends  and  Cash  Awards.  In the discretion of the Committee,
any  Award  under  the  Plan may provide the Participant with (i) dividends or
dividend  equivalents  payable  currently or deferred with or without interest
and (ii) cash payments in lieu of or in addition to an Award.

      (f)   Termination  of  Employment.    The  Committee  will determine the
effect  on  an Award of the disability, death, retirement or other termination
of  employment of a Participant and the extent to which, and the period during
which,  the  Participant's  legal  representative, guardian or beneficiary may
receive  payment of an Award or exercise rights thereunder.  A Participant may
designate  a  beneficiary  in  a  manner  determined by the Committee.  In the
absence  of  an effective designation, a Participant's beneficiary will be the
Participant's estate.

      (g)   Change  in  Control.   In order to preserve a Participant's rights
under  an  Award  in  the  event  of  a  change in control of the Company, the
Committee  in  its discretion may, at the time an Award is made or at any time
thereafter,  take  one  or  more of the following actions: (i) provide for the
acceleration  of  any  time  period relating to the exercise or payment of the
Award,  (ii)  provide for payment to the Participant of cash or other property
with  a  fair  market  value equal to the amount that would have been received
upon the exercise or payment of the Award had the Award been exercised or paid
upon  the  change  in control, (iii) adjust the terms of the Award in a manner
determined  by  the Committee to reflect the change in control, (iv) cause the
Award to be assumed, or new rights substituted therefor, by another entity, or
(v)  make  such other provision as the Committee may consider equitable to the
Participant and in the best interests of the Company.

      (h)   Loans.    The  Committee may authorize the making of loans or cash
payments to Participants in connection with the grant or exercise of any Award
under  the  Plan, which loans may be secured by any security, including Common
Stock,  underlying  such  Award, and which may be forgiven upon such terms and
conditions  as  the Committee may establish at the time of such loan or at any
time thereafter.

      (i)   Withholding  Taxes.    The Participant will pay to the Company, or
make  provision  satisfactory  to  the  Committee  for  payment  of, any taxes
required  by  law  to be withheld in respect of Awards under the Plan no later
than  the  date  of  the event creating the tax liability.  In the Committee's
discretion,  such tax obligations may be paid in whole or in part in shares of

                                    - 17 -<PAGE>





                                                       Exhibit 10.1

Common  Stock,  including  shares  retained  from  the  Award creating the tax
obligation,  valued at fair market value on the date of delivery or retention.
The Company and its affiliates may, to the extent permitted by law, deduct any
such  tax  obligations  from  any  payment  of  any  kind otherwise due to the
Participant.

      (j)   Foreign  Nationals.    Awards  may be made to Participants who are
foreign  nationals  or  employed  outside  the United States on such terms and
conditions  different  from  those  specified  in  the  Plan  as the Committee
considers  necessary  or  advisable  to achieve the purposes of the Plan or to
comply with applicable laws.

      (k)   Amendment  of Award.  The Committee may amend, modify or terminate
any  outstanding  Award,  including substituting therefor another Award of the
same  or  a  different  type and changing the date of exercise or realization,
provided that the Participant's consent to such action will be required unless
the action, taking into account any related action, would not adversely affect
the Participant.

7.    Miscellaneous.

      (a)   No Right To Employment.  No person will have any claim or right to
be  granted an Award.  Neither the Plan nor any Award hereunder will be deemed
to  give  any employee the right to continued employment or to limit the right
of the Company to discharge any employee at any time.

      (b)   No  Rights  As  Shareholder.    Subject  to  the provisions of the
applicable  Award,  no  Participant  or  beneficiary will have any rights as a
shareholder with respect to any shares of Common Stock to be distributed under
the  Plan  until  he or she becomes the holder thereof.  A Participant to whom
Common  Stock is awarded will be considered the holder of such Common Stock at
the time of the Award except as otherwise provided in the applicable Award.

      (c)   Effective Date.  The Plan will be effective on April 17, 1996.

      (d)   Amendment  of  Plan.    The  Board of Directors of the Company may
amend,  suspend  or  terminate  the  Plan  or any portion thereof at any time,
subject  to any shareholder approval that the Board determines to be necessary
or advisable, provided that the Participant's consent will be required for any
amendment, suspension or termination that would adversely affect the rights of
the Participant under any outstanding Award.

      (e)   Governing Law.  The provisions of the Plan will be governed by and
interpreted in accordance with the laws of Florida.







                                    - 18 -<PAGE>




                                                                  FORM 10-Q 
 
                                                                 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, 1996      March 31, 1996     1995    1994(1)  1993(2)   1992   1991
  

     3.56x                4.54x       4.50x    4.11x    3.98x     4.16x  3.66x
  

      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  restructuring charge of $21.3 million pretax.
      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
      4.52x for the period ended Dec. 31, 1994.  

(2)   Includes  the  effect  of  the  non-recurring  $10 million pretax charge
      associated with a coal pricing settlement. 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.










                                   - 20 -<PAGE>


<TABLE> <S> <C>


<ARTICLE>                                               UT
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE 
TAMPA ELECTRIC COMPANY BALANCE SHEETS, STATEMENTS OF INCOME AND STATEMENTS 
OF CASH FLOWS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH 
FINANCIAL STATEMENTS.
</LEGEND>
<CIK>                                             0000096271
<NAME>                                Tampa Electric Company
<MULTIPLIER>                                            1000
       
<S>                                              <C>        
<FISCAL-YEAR-END>                                DEC-31-1995
<PERIOD-START>                                    JAN-1-1996
<PERIOD-END>                                     MAR-30-1996
<PERIOD-TYPE>                                          3-MOS
<BOOK-VALUE>                                        PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                          2,226,276
<OTHER-PROPERTY-AND-INVEST>                              909
<TOTAL-CURRENT-ASSETS>                               207,849
<TOTAL-DEFERRED-CHARGES>                             203,527
<OTHER-ASSETS>                                             0
<TOTAL-ASSETS>                                     2,638,561
<COMMON>                                             118,358
<CAPITAL-SURPLUS-PAID-IN>                            768,598
<RETAINED-EARNINGS>                                  179,201
<TOTAL-COMMON-STOCKHOLDERS-EQ>                     1,066,157
                                      0
                                           54,956
<LONG-TERM-DEBT-NET>                                 585,920
<SHORT-TERM-NOTES>                                         0
<LONG-TERM-NOTES-PAYABLE>                                  0
<COMMERCIAL-PAPER-OBLIGATIONS>                        98,900
<LONG-TERM-DEBT-CURRENT-PORT>                         26,045
                                  0
<CAPITAL-LEASE-OBLIGATIONS>                                0
<LEASES-CURRENT>                                           0
<OTHER-ITEMS-CAPITAL-AND-LIAB>                       806,583
<TOT-CAPITALIZATION-AND-LIAB>                      2,638,561
<GROSS-OPERATING-REVENUE>                            254,746
<INCOME-TAX-EXPENSE>                                  11,263
<OTHER-OPERATING-EXPENSES>                           211,278
<TOTAL-OPERATING-EXPENSES>                           222,541
<OPERATING-INCOME-LOSS>                               32,205
<OTHER-INCOME-NET>                                     4,905
<INCOME-BEFORE-INTEREST-EXPEN>                        37,110
<TOTAL-INTEREST-EXPENSE>                              11,135
<NET-INCOME>                                          25,975
                              872
<EARNINGS-AVAILABLE-FOR-COMM>                         25,083
<COMMON-STOCK-DIVIDENDS>                              34,073
<TOTAL-INTEREST-ON-BONDS>                              9,872
<CASH-FLOW-OPERATIONS>                                89,351
<EPS-PRIMARY>                                              0
<EPS-DILUTED>                                              0
        <PAGE>


</TABLE>


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