SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MCGEHEE ROBERT B

(Last)

(First)

(Middle)

410 S. WILMINGTON STREET

(Street)

RALEIGH

27601

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PROGRESS ENERGY INC [ PGN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
04/17/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/17/2006		M		5,680	A	$44.585	195,799	D
Common Stock	04/17/2006		D		5,680	D	$44.585	190,119	D
Common Stock								3,243	I	Employee 401(k) Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Units based on value of Common Stock	⁽¹⁾							⁽²⁾	⁽²⁾	Common Stock	1,746		1,746	D
Units based on value of Common Stock	⁽³⁾							⁽⁴⁾	⁽⁵⁾	Common Stock	2,612		2,612	D
Units based on value of Common Stock	⁽⁶⁾	04/17/2006		M			5,680	⁽⁷⁾	04/17/2006	Common Stock	5,680	$44.585	162,480⁽⁸⁾	D

Explanation of Responses:

1. Management Deferred Compensation Plan units are convertible at a rate of 1 for 1.

2. Units will be settled 100 percent in cash in accordance with the payment schedule selected by the reporting person on Election Form. The reporting person may reallocate the value of the units in his Deferral Accounts among alternative investment accounts once per calendar month.

3. Management Incentive Compensation Plan units are convertible at a rate of 1 for 1.

4. Based upon payment schedule selected on Election Form.

5. Units will be settled 100 percent in cash in accordance with schedule provided in the Plan.

6. Performance Share Sub Plan units are convertible at a rate of 1 for 1.

7. The units were granted for Plan Year 2003 and thus will be settled 100 percent in cash, using the March 31, 2006 closing price of the Company's common stock, which was $43.98, plus the May 1, 2006 dividend of $0.605.

8. Reflects the forfeiture of 17,041 units in connection with the April 17, 2006 settlement transaction for Plan Year 2003 pursuant to Plan provisions.

Remarks:

	Robert B. McGehee by Arlene S. Graves pursuant to POA	04/19/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.