8-K

     As filed with the Securities and Exchange Commission on May 28, 1997


                        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):
                                  May 27, 1997




                        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.
Florida Power makes no representations as to the information relating to Florida
Progress' diversified operations.





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 combined Florida Progress and
Florida Power Quarterly Report on Form 10-Q for the quarter ended June 30, 1997:

1.    Officer and Director changes.  On May 15, 1997, as part of its planned
      succession, Florida Progress Corporation announced that Dick Korpan,
      president and chief operating officer, will be promoted to chief executive
      officer of the company, effective June 1.  Jack Critchfield has held the
      position of CEO since 1990.  Critchfield, who turns 64 on May 23, will
      remain chairman of the board.

      Korpan joined Florida Progress in 1989 as executive vice president and
      chief financial officer.  In 1991, he was promoted to president and chief
      operating officer.  In addition to his executive responsibilities at
      Florida Progress, Korpan was named chairman and CEO of Florida Power
      Corporation in April 1996.

      Also beginning next month, Joe Richardson, president and chief operating
      officer of Florida Power, assumes greater leadership responsibilities. 
      Richardson will become CEO of Florida Power, effective June 1.  He is also
      a group vice president of Florida Progress.  Since joining the company in
      1976, Richardson has held various senior management positions at both
      Florida Progress and Florida Power.

      Also effective June 1, Stan Garnett was named executive vice president of
      Florida Progress and will oversee several corporate staff functions at
      Florida Progress.  He will be responsible for Financial Services, Legal,
      Human Resources and Corporate Development.  Garnett was previously a
      senior advisor with Putnam, Hayes & Bartlett, an economic and management
      consulting firm.  For 15 years, he was a senior executive at Allegheny
      Power System, Inc., serving as the company's chief legal officer and CFO.

      In other board action, it was decided that both Florida Progress and
      Florida Power should have the same directors serving on their boards. 
      With the rapid changes occurring in the electric utility industry, it is
      becoming increasingly important to communicate activities of the core
      utility business to the same group of directors.

      As a result, Frank Logan, a Florida Power board member since 1994, has
      been appointed to the Florida Progress board, bringing the total to 12
      directors.  The Florida Power board has 13 directors with Richardson,
      Florida Power's CEO, serving on the utility's board.

2.    Florida Progress issued an Investor News report dated May 27, 1997
      reporting that the Oklahoma District Judge placed Mid-Continent Life
      Insurance Company into receivership.  A copy of this report 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 Investor News report dated
                       May 27, 1997 reporting that the Oklahoma District Judge 
                       placed Mid-Continent Life Insurance Company into        
                       receivership.


                                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.  The signature of the undersigned on
behalf of each listed company shall be deemed to relate only to matters having
reference to such company.


                                          FLORIDA PROGRESS CORPORATION

                                          FLORIDA POWER CORPORATION


                                              /s/Jeffrey R. Heinicka
                                          By:____________________________
                                              Jeffrey R. Heinicka
                                              Senior Vice President and
                                                Chief Financial Officer
                                                of each Registrant



Date:  May 28, 1997







                               EXHIBIT INDEX



Exhibit No.       Description of Exhibit

99                Florida Progress Corporation Investor News report dated
                  May 27, 1997 reporting that the Oklahoma District Judge      
                  placed Mid-Continent Life Insurance Company into             
                  receivership.

EX-99

                                 EXHIBIT 99

Florida Progress Corporation
Investor News

Analyst Contacts:
Mark A. Myers (813) 866-4245
Greg Beuris (813) 866-4442


[CORPORATE LOGO OMITTED]

Oklahoma District Judge Places Mid-Continent Life Insurance Company Into
Receivership

ST. PETERSBURG, Florida, May 27, 1997 -- An Oklahoma County District Court judge
has ruled that Mid-Continent Life Insurance Company, a subsidiary of Florida
Progress Corporation, should be placed into permanent receivership. This ruling
comes after a three-day hearing to decide whether a receiver should be appointed
for Mid-Continent.

On April 14, 1997, the district judge granted the insurance commissioner of the
state of Oklahoma approval to seize control of the operations of Mid-Continent.
The judge's action on April 14 was in response to a petition filed by the
insurance commissioner which included an allegation that Mid-Continent's policy
reserves are understated.

Mid-Continent had recently implemented a business plan to address pricing issues
with its low-priced death benefit product. This plan was developed after
Mid-Continent recognized that if no action were taken, policy reserves could be
insufficient beginning in the year 2020. The company had shared its business
strategy with the insurance department and the need to begin an orderly process
to reduce policy dividends and increase premiums.

One of the issues addressed during the three-day hearing was the ability to
raise premiums on certain policies. The judge's ruling recognized that premiums
on the term portion of these policies could be raised. Since the judge
recognized the need and ability to raise premiums, Mid-Continent does not agree
with the decision to place Mid-Continent into permanent receivership.

Florida Progress management is currently evaluating its options which include
appealing the judge's ruling to the state Supreme Court. As of March 31, 1997,
Florida Progress' investment in Mid-Continent is approximately $85 million. If
the judge's ruling is affirmed on appeal, Florida Progress would likely lose its
investment in Mid-Continent.

Florida Progress (NYSE:FPC) is a Fortune 500 diversified utility holding company
with assets of $5.5 billion. Its principal subsidiary is Florida Power, the
state's second-largest electric utility with about 1.3 million customers.
Diversified operations include coal mining, marine operations, rail services and
life insurance.

                                                           ####