8-K

                      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): May 30, 2001

                             PROGRESS ENERGY, INC.
                             ---------------------
            (Exact name of registrant as specified in its charter)


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


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

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

                                     NONE
                                     ----
   (Former name, former address and former fiscal year, if changed from 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 May 30, 2001, Progress Energy issued a Quarterly Report to Holders of
Contingent Value Obligations for the Quarter Ended March 31, 2001 (the "CVO
Report"). A copy of the CVO Report 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 CVO Report to be
current and accurate only as of the date of the CVO Report 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 CVO Report, 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: factors affecting the synthetic
fuel plants, including cash flows derived from the synthetic fuel plants, market
acceptance of synthetic fuel, competition from competing products, impacts of
environmental regulations on potential buyers of synthetic fuel, and income tax
issues related to synthetic fuel tax credits. 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.

ITEM 7.    FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
           INFORMATION AND EXHIBITS

     (c)   EXHIBITS.

           99.1    Quarterly Report to Holders of Contingent Value Obligations
                   for the Quarter Ended March 31, 2001.


                                  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:  May 30, 2001

                                 EXHIBIT INDEX

Exhibit No.                   Exhibit Description
- -----------                   -------------------
99.1                          Quarterly Report to Holders of Contingent Value
                              Obligations for the Quarter Ended March 31, 2000

EX-99.1

                                                                    Exhibit 99.1

Quarterly Report to Holders of Contingent Value Obligations
For the Quarter Ended March 31, 2001

To: Holders of Contingent Value Obligations:

This is the quarterly report for the synthetic fuel plants owned by Solid Energy
LLC, Ceredo Synfuel LLC, Solid Fuel LLC, and Sandy River Synfuel LLC ("the
Earthco plants") for the quarter ending March 31, 2001.

Overview
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There are currently 98.6 million Contingent Value Obligations (CVOs) issued and
outstanding. CVOs were issued as a result of the Progress Energy, Inc. (Progress
Energy) and Florida Progress Corporation share exchange, which occurred on
November 30, 2000. For every Florida Progress Corporation share owned at that
time, one CVO was issued.

Each CVO represents the right to receive contingent payments, based on the net
after-tax cash flow generated by the Earthco plants. Qualifying synthetic fuel
plants entitle their owners to federal income tax credits based on the barrel of
oil equivalent of the synthetic fuel produced and sold by these plants. In the
aggregate, holders of CVOs are entitled to payments equal to 50% of any net
after-tax cash flow generated by the Earthco plants in excess of $80 million per
year for each of the years 2001 through 2007. Payments on the contingent value
obligations will not be made until tax audit matters are resolved. Based on past
tax audit experience, it is anticipated that payments will not begin before
2007.

For purposes of calculating CVO payments, net after-tax cash flows include the
taxable income or loss for the Earthco plants adjusted for depreciation and
other non-cash items plus income tax benefits, and minus income tax incurred.
The total amount of net after-tax cash flow for any year will depend upon the
final determination of the income tax savings realized and the income taxes
incurred after completion of the income tax audits. Thus, the estimated
after-tax cash flow generated by the Earthco plants could increase or decrease
due to changes in the income tax savings realized for the year.

This is only an overview of the terms of the CVOs. The legal documents governing
the CVOs contain significant additional information.

Results of Operations
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The estimated net after-tax cash flow deficits for the quarter for each of the
Earthco plants are as follows: Solid Energy LLC $(7.4) million, Ceredo Synfuel
LLC $(4.5) million, Solid Fuel LLC $(1.4) million, Sandy River Synfuel LLC
$(12.0) million. An estimated $53 million in synthetic fuel tax credits were
generated, but not realized nor included in the net after-tax cash flow deficits
in the first quarter of 2001. Progress Energy can only use tax credits as
offsets to


taxes otherwise incurred. Due to the seasonal nature of Progress Energy's
business, the estimated synthetic fuel tax credits realized for the quarter and
included in the estimates are substantially lower than the synthetic fuel tax
credits generated by the Earthco plants, and are not indicative of the synthetic
fuel tax credits to be realized for the entire year.

Material Developments
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There have been no adjustments or relevant tax proceedings for the above period.

The Internal Revenue Service (IRS) recently released Revenue Procedure 2001-30
and Revenue Procedure 2001-34 that outline the conditions that must be met to
receive a Private Letter Ruling (PLR) for Section 29 tax credits from the IRS.
PLRs represent advance rulings from the IRS applying its interpretation of the
tax law to an entity's facts for Section 29 credits. The Company continues to
pursue PLRs for the Earthco plants.

Supplemental Information:

Where can I find a current market value of the CVO?
CVOs are traded on the Over The Counter "pink sheets." You will need to contact
your broker to obtain a value or you may go on the Internet and visit the
following web site: www.pinksheets.com. Click on the "symbol lookup" and type
"Progress Energy" in the "Search for a security" site, click "go" then click on
"quote" to obtain the latest quote.

How can I purchase or sell CVOs?
You will need to contact a broker to purchase or sell CVOs.

What is the cost basis in the CVOs?
For federal income tax reporting purposes, the Company will treat 54.5 cents as
the fair market value of each CVO that was issued on November 30, 2000, the
effective date of the share exchange. That amount is the average of the reported
high and low trading prices of the CVOs on the NASDAQ Over The Counter Market on
November 30, 2000. If you received your CVOs in the share exchange, the fair
market value of the CVOs on the date of the share exchange, 54.5 cents, is to be
used as your tax basis for your CVOs. If you acquired your CVOs after the share
exchange, please consult your tax advisor for your tax basis.

Who is the Securities Registrar and Transfer Agent for the CVOs?
Mellon Investor Services is the Securities Registrar and Transfer Agent. The
address is:

Mellon Investor Services
P.O. Box 3338
South Hackensack, NJ 04606-1938

Call toll free 1 877-711-4092