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


                                  June 19, 2000
                             -----------------------
                Date of Report (Date of Earliest Event Reported)



                         CAROLINA POWER & LIGHT COMPANY
             (Exact Name of Registrant as Specified in Its Charter)


       North Carolina                    1-3382                   56-0165465
 --------------------------         ----------------         ------------------
(State or Other Jurisdiction     (Commission File No.)        (I.R.S. Employer
     of Incorporation)                                       Identification No.)


                             411 Fayetteville Street
                       Raleigh, North Carolina 27601-1748
                       ----------------------------------
               (Address of Principal Executive Offices) (Zip Code)


                                 (919) 546-6111
                                 --------------
              (Registrant's Telephone Number, Including Area Code)


                                       N/A
                   ------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)


ITEM 5. OTHER EVENTS

Holding Company Formation

         Effective June 19, 2000, CP&L Energy, Inc., formerly named CP&L
Holdings, Inc. ("CP&L Energy"), became the holding company for Carolina Power &
Light Company ("CP&L") and its principal subsidiaries (the "Restructuring"), and
each share of CP&L's outstanding common stock was exchanged, on a one-for-one
basis, for shares of CP&L Energy' common stock. Shares of CP&L's preferred stock
were unaffected and remain securities of CP&L. In connection with the
Restructuring, the members of CP&L's current Board of Directors became directors
of CP&L Energy.

         The Restructuring was previously approved at a special meeting of
CP&L's shareholders held on October 20, 1999. A registration statement on Form
S-4 (No. 333-86243) under the Securities Act of 1933 was filed by CP&L Energy in
connection with the Restructuring and was declared effective by the Securities
and Exchange Commission (the "SEC") on August 31, 1999. The Restructuring has
been approved by the North Carolina Utilities Commission, the South Carolina
Public Service Commission, the Federal Energy Regulatory Commission, the Nuclear
Regulatory Commission and, as a public utility subject to the Public Utility
Holding Company Act of 1935, the SEC's Division of Investment Management.

         The business now conducted by CP&L will continue to be conducted by
CP&L as a wholly owned subsidiary of CP&L Energy. CP&L Energy has listed its
Common Stock on the New York Stock Exchange and the Pacific Exchange under the
ticker symbol "CPL."

         A copy of the press release announcing the effectiveness of the
Restructuring is filed as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated by reference herein.


ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

         The following exhibit is filed herewith:

                                         Description
Exhibit Number
99.1                                     Joint Press Release of Carolina Power &
                                         Light Company and CP&L Energy, Inc.,
                                         dated June 20, 2000



                                   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.

                       CAROLINA POWER & LIGHT COMPANY
                                  Registrant


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

Date: June 21, 2000

EX-99

                                                                    EXHIBIT 99.1

CP&L Establishes Holding Company



RALEIGH, N.C. (June 20, 2000) - Carolina Power & Light Company (CP&L) [NYSE:
CPL] today formally established a new holding company, CP&L Energy, Inc. (CP&L
Energy). CP&L Energy becomes the parent company of CP&L, the utility company
serving 1.2 million electric customers in North and South Carolina, along with
the company's natural gas, fiber optic and energy-related services companies.
CP&L Energy, the temporary name for the new holding company, will be re-named as
part of an overall corporate branding initiative at the close of CP&L's
acquisition of Florida Progress Corp. (FPC) [NYSE: FPC] later this year.

"The energy industry is evolving and becoming more competitive, and to succeed,
a company must be flexible," said William Cavanaugh, chairman, president and CEO
of CP&L Energy. "CP&L's new holding company structure provides that flexibility
and will allow us to move quickly to take advantage of opportunities on the
fast-growing, non-regulated side of the business. It will also facilitate our
growth plans, including our pending acquisition of Florida Progress, which is on
schedule for closing this fall."

As previously announced, CP&L Energy will be organized into five primary
business units: Energy Supply, Energy Delivery, Florida Power, Gas & Energy
Services and Energy Ventures. In addition, a Service Company will be formed to
support the holding company.

CP&L common stock certificates automatically will represent the same number of
shares of common stock of CP&L Energy. Shareholders will not need to exchange
stock certificates. Current holders of CP&L common stock automatically are
entitled to shares of common stock of CP&L Energy on a one- for-one basis. The
common stock of CP&L Energy will remain listed on the New York Stock Exchange
and the Pacific Stock Exchange under the symbol "CP&L." CP&L's preferred stock
will not be affected.

Headquartered in Raleigh, N.C., CP&L Energy, through its subsidiary CP&L,
provides electricity and energy services to 1.2 million customers in North
Carolina and South Carolina and provides natural gas distribution and service,
through its wholly owned NCNG subsidiary, to about 178,000 customers in eastern
and southern North Carolina. The company owns and operates a system of 18 power
plants in the Carolinas and Georgia. CP&L Energy's non-regulated operations
include Interpath and statusgo.com, two Internet-related services businesses,
and Strategic Resource Solutions (SRS), an integrated facility and energy
management solutions company. Additional information on CP&L Energy and CP&L can
be found at http://www.cplc.com.


This press release contains forward-looking statements within the meaning of the
safe harbor provisions of the Securities Exchange Act of 1934. The
forward-looking statements are subject to various risks and uncertainties.
Discussion of factors that could cause actual results to differ materially from
management's projections, forecasts, estimates and expectations may include
factors that are beyond the company's ability to control or estimate precisely.
Factors include, but are not limited to, actions in the financial markets,
weather conditions, economic conditions in the company's 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 company's SEC reports.

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