8-K

    As filed with the Securities and Exchange Commission on January 11, 2002


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 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):

                                January 11, 2002

North Carolina                     1-15929                      56-2155481
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(State or other                 (Commission                   (IRS Employer
jurisdiction of                 File Number)                Identification No.)
incorporation)

          410 S. Wilmington Street, Raleigh, North Carolina 27601-1748
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                    (Address of principal executive offices)

Registrant's telephone number, including area code:  (919) 546-6111
                                                     --------------

                                      None
          ------------------------------------------------------------
          (former name or former address if changed since last report)



ITEM 9:  REGULATION FD DISCLOSURE

         The information in this report (including the exhibit) is furnished
pursuant to Item 9 and shall not be deemed "filed" for the purposes of Section
18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to
the liabilities of that Section. The furnishing of this report is not intended
to constitute a determination by Progress Energy, Inc. that the information is
material or that the dissemination of the information is required by Regulation
FD.

         On January 11, 2002, Progress Energy issued a press release announcing
that it has entered into a letter of intent with Westchester Gas Company to
acquire approximately 215 producing gas wells, 52 miles of intrastate pipeline
and 170 miles of gas gathering systems. The total consideration for the
transaction is expected to be approximately $153 million, including
approximately $135 million in Progress Energy common stock and approximately
$18 million in cash. A copy of the press release is being furnished as Exhibit
99.1. Exhibit 99.1 is incorporated by reference into this Item 9.

         Progress Energy regards any information provided in the press release
to be current and accurate only as of the date of the press release and
specifically disclaims any duty to update such information unless it is
necessary to do so in accordance with applicable law.

         This report, including the press release, regarding Progress Energy
contains forward-looking statements within the meaning of the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. The
forward-looking statements involve estimates, projections, goals, forecasts,
assumptions, risks and uncertainties that could cause actual results or outcomes
to differ materially from those expressed in the forward-looking statements.
Examples of factors that you should consider with respect to any forward-looking
statements made throughout this document include but are not limited to, the
following: governmental policies and regulatory actions; general industry
trends; changes in the economy of areas served by Carolina Power & Light
Company, North Carolina Natural Gas Company or Florida Progress Corporation;
legislative and regulatory initiatives that impact the speed and degree of
industry restructuring; ability to obtain adequate and timely rate recovery of
costs, including potential stranded costs arising from industry restructuring;
competition from other energy and gas suppliers; the success of Progress
Energy's direct and indirect subsidiaries; weather conditions and catastrophic
weather-related damage; market demand for energy; inflation; capital market
conditions; unanticipated changes in operating expenses and capital
expenditures; and legal and administrative proceedings and other factors and
uncertainties disclosed from time to time. All such factors are difficult to
predict, contain uncertainties that may materially affect actual results, and
may be beyond the control of Progress Energy. New factors emerge from time to
time, and it is not possible for management to predict all of such factors, nor
can it assess the effect of each such factor on Progress Energy.

         Any forward-looking statement speaks only as of the date on which such
statement is made, and Progress Energy does not undertake any obligation to
update any forward-looking statement or statements to reflect events or
circumstances after the date on which such statement is made.

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                                   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 hereunto duly authorized.

                                               PROGRESS ENERGY, INC.
                                               Registrant

                                               By:  /s/ Peter M. Scott III
                                                    -----------------------
                                                    Peter M. Scott III
                                                    Executive Vice President and
                                                    Chief Financial Officer

Date:  January 11, 2002

                                INDEX TO EXHIBITS

Exhibit No.                              Description
- -----------                              -----------
99.1                                     Press Release, dated January 11, 2002

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EX-99.1

EXHIBIT 99.1

[Progress Energy, Inc. Logo]



Progress Energy Subsidiary To Acquire Natural Gas Assets

Deal Will Add 140 Billion Cubic Feet (Bcf) of Gas Reserves to Progress Ventures
Fuel Business

Raleigh, NC (January 11, 2002) - Progress Ventures, Inc., a wholly owned
subsidiary of Progress Energy [NYSE: PGN], announced today that it has entered
into a letter of intent with Westchester Gas Company to acquire approximately
215 producing gas wells, 52 miles of intrastate pipeline and 170 miles of gas
gathering systems. The properties are located within a twenty-five mile radius
in Texas and Louisiana. Financial terms of the agreement were not disclosed.

Westchester Gas Company is a privately held natural gas company located in
Jonesville, Texas. Progress Ventures participates in the wholesale energy
business through fuel extraction, manufacturing and delivery; merchant
generation; and energy marketing and trading. The parties intend to negotiate a
definitive agreement and complete due diligence in the first quarter 2002. The
investment is expected to be accretive to Progress Energy's earnings in 2002.

"This is an outstanding opportunity for Progress Ventures to diversify our asset
base with a high quality, low risk set of assets in a great market," said Tom
Kilgore, president, Progress Ventures. "Our subsidiary Mesa Hydrocarbons' gas
wells in western Colorado, coupled with the Westchester wells, gives us annual
gas production of approximately 18-20 billion cubic feet (Bcf) and a natural
hedge for our merchant generation. The pipeline and gathering systems of which
we will own 100 percent will permit us to control delivery of our gas to market
and to earn fees on gas gathered and transported for other companies."

The transaction is expected to be completed in the first quarter of 2002 and is
subject to approval by applicable regulatory agencies.

Progress Energy (NYSE: PGN) is a Fortune 250 diversified holding company
headquartered in Raleigh, N.C., with more than 20,000 megawatts of generation
capacity and $7 billion in annual revenues. The company's diverse portfolio
includes two major electric utility companies, CP&L and Florida Power, as well
as NCNG, Progress Rail, Progress Telecom and an important new organization,
Progress Ventures, which was created to manage fuel extraction, manufacturing
and delivery; merchant generation; and energy marketing and trading. These
companies serve 2.8 million customers across the Southeast, providing
electricity, natural gas, energy services and broadband capacity. For more
information about Progress Energy, visit the company's Web site at
http://www.progress-energy.com/.



This press release contains forward-looking statements within the meaning of the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
The forward-looking statements involve estimates, projections, goals, forecasts,
assumptions, risk and uncertainties that could cause actual results to differ
materially from those expressed in the forward-looking statements. Factors that
you should consider with respect to any forward-looking statement in this press
release include, but are not limited to, actions in the financial markets,
actions of regulatory agencies, weather conditions, economic conditions in the
companies' service territories, fluctuations in energy-related commodity prices,
conversion activity, other marketing efforts and other uncertainties. Other risk
factors are detailed from time to time in the companies' SEC reports. All such
factors are difficult to predict, contain uncertainties that may materially
affect actual results, and may be beyond the ability of the company to control
or estimate precisely.

                                       ###

Contacts:

Progress Energy, Keith Poston, 919.546.6189 or toll-free 877.641.NEWS (6397)

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