8-K

As filed with the Securities and Exchange Commission on November 22, 1994

 
                    SECURITIES AND EXCHANGE COMMISSION

                           Washington, DC  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): 
                              November 17, 1994
        
        
                                                                                 

                        Exact name of Registrant as 
        Commission      specified in its charter, address              State of        I.R.S. Employer
        File No.        of principal executive offices, telephone      Incorporation   Identification No.

        1-8349          FLORIDA PROGRESS CORPORATION                    Florida          59-2147112
                         One Progress Plaza
                         St. Petersburg, Florida 33701
                         Telephone (813) 824-6400

        1-3274          FLORIDA POWER CORPORATION                       Florida           59-0247770
                         3201 34th Street South
                         St. Petersburg, Florida 33711
                         Telephone (813) 866-5151
        

The address of neither registrant has changed since the last report.

This combined Form 8-K represents separate filings by Florida Progress
Corporation and Florida Power Corporation.  Information contained herein
relating to an individual registrant is filed by that registrant on its own
behalf.  Neither registrant makes any representations as to the information
relating solely to the other registrant.
Item 5.   Other Events


     In light of ongoing securities offerings by Florida Progress
Corporation ("Florida Progress") and its subsidiaries, including
Florida Power Corporation ("Florida Power") and Progress Capital
Holdings, Inc., the following information is being presented
pending distribution of the Florida Progress and Florida Power
Annual Reports on Form 10-K for the year ended December 31,
1994:

      1.  W.D. "Bill" Frederick, Jr., an attorney and mayor emeritus 
of the City of Orlando, has been elected to the Florida Progress 
Board of Directors to fill the vacancy created by the resignation,
effective December 31, 1994, of Paul Verkuil.  Frederick served as 
mayor of Orlando from 1980 to 1992, and is currently a partner with 
Holland & Knight in Orlando and president of Frederick Enterprise Group. 
Frederick's membership on the Board is effective January 1, 1995.

     2.   Florida Progress issued a news release dated November 17, 1994
reporting the increase in Florida Progress' annual common stock dividend rate. 
A copy of the news release is being filed herewith as Exhibit 99.

Item 7.  Financial Statements and Exhibits

     (c)  Exhibits:

Exhibit Number (by 
reference to Item 601
of Regulation S-K)            Description of Exhibit   

99        Florida Progress Corporation News Release dated November
          17, 1994 regarding increase in annual dividend rate.



                                SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of
1934, each registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.


                              FLORIDA PROGRESS CORPORATION
     
                              FLORIDA POWER CORPORATION

                                  /s/ David R. Kuzma
                              By:____________________________   
                                   David R. Kuzma 
                                   Vice President and Treasurer
                                   of each Registrant



Date:  November 17, 1994



                               EXHIBIT INDEX



Exhibit No.    Description of Exhibit

99        Florida Progress Corporation News Release dated November
          17, 1994 regarding increase in annual dividend rate.

EX-99

                                        NEWS RELEASE
                                        Florida Progress Corporation
                                        One Progress Plaza 
                                        St. Petersburg, Florida 33701
                                        Contact: Karen Raihill - (813) 866-5023

FOR IMMEDIATE RELEASE

Florida Progress Corporation increases annual dividend rate

ST. PETERSBURG, Fla. (November 17, 1994) -- The board of directors of Florida
Progress Corporation today declared a quarterly cash dividend of 50 1/2 cents
per share on the company's outstanding common stock.  The board's action
increases the annual dividend rate by 4 cents per share, raising the annual
dividend to $2.02 a share.  This represents a dividend growth rate of 2
percent.

Based on the current business plan and outlook for earnings growth, the board
concluded that it could increase the dividend to shareholders while, at the
same time, lowering the dividend payout ratio.

"In the future, the need to evaluate our operations in a changing business
environment will become increasingly important in determining dividend policy,"
said Jeffrey R. Heinicka, the company's senior vice president and chief
financial officer.  "For that reason, our board has changed the timing of
future annual dividend policy reviews to February so that it better follows the
schedule of our corporate planning process."

Changing the timing of the reviews will allow the board to examine all of the
latest planning information, including the company's five-year financial
forecast, which is finalized in December.  Also available to the board at
future reviews would be prior-year operating results.  The next dividend policy
review by the board is scheduled 15 months from now, in February 1996.

The new dividend of 50 1/2 cents per share is payable on December 20, 1994 to
shareholders of record at the close of business on December 5, 1994.

Florida Progress (NYSE: FPC) is a diversified utility holding company with
assets of more than $5.7 billion.  Its principal subsidiary is Florida Power
Corporation, the state's second-largest electric utility with more than 1.2
million customers.  Diversified operations include coal mining and
transportation, life insurance, real estate, and lending and leasing.