8-K

     As filed with the Securities and Exchange Commission on June 27, 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):
                                  June 25, 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:


Florida Progress issued an Investor News report dated June 25, 1997 regarding
the Florida Public Service Commission's approval of a buy-down of another
Florida Power cogen contract.  A copy of this report is being filed herewith as
Exhibit 99.(a).

Florida Progress also issued an Investor News report dated June 26, 1997,
regarding the Florida Public Service Commission's approval of the replacement
fuel settlement agreement, which is filed herewith as Exhibit 99.(b).


Item 7.  Financial Statements and Exhibits

     (c)  Exhibits:

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

99.(a)                 Florida Progress Corporation Investor News report dated
                       June 25, 1997 regarding the FPSC's approval of a buy-
                       down of another Florida Power cogen contract.

99.(b)                 Florida Progress Corporation Investor News report dated
                       June 26, 1997 regarding the FPSC's approval of 
                       the replacement fuel settlement agreement.

                                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:  June 26, 1997







                               EXHIBIT INDEX



Exhibit No.            Description of Exhibit

99.(a)                 Florida Progress Corporation Investor News report dated
                       June 25, 1997 regarding the FPSC's approval of a buy-
                       down of another Florida Power cogen contract.

99.(b)                 Florida Progress Corporation Investor News report dated
                       June 26, 1997 regarding the FPSC's approval of 
                       the replacement fuel settlement agreement.

EX-99.(A)

                               EXHIBIT 99.(a)

Florida Progress Corporation
Investor News 

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


[CORPORATE LOGO OMITTED]

Florida Public Service Commission Approves Buy-down of another Florida Power
Cogen Contract

ST. PETERSBURG, Florida, June 25, 1997 -- Yesterday, the Florida Public Service
Commission (FPSC) voted 3-2 in favor of Florida Power Corporation's petition to
buy down the last three years and seven months of a 110-megawatt purchased power
contract with Lake Cogen, Ltd.

Yesterday's approval by the FPSC is the third such approval received this year
concerning high-cost purchased power contracts for which Florida Power has
submitted cost-saving proposals to the FPSC.

In April, the FPSC approved a settlement agreement between Florida Power and
Pasco Cogen, Ltd.  The settlement agreement for this 109-megawatt purchased
power contract included the buy-down of the last four years and seven months.

In May, the FPSC approved the purchase of the 220-megawatt Tiger Bay
cogeneration plant located in Ft. Meade, Florida.  Florida Power intends to add
this plant to its fleet of fossil-fired power plants.  The Tiger Bay facility,
built in 1994, uses an advanced gas-fired combined-cycle technology.  Florida
Power expects to complete the purchase of the plant in July.  The purchase will
be funded primarily through the issuance of medium-term notes.

Florida Power has been aggressively seeking ways to reduce the long-term impact
of high-cost purchased power contracts that it was mandated to sign under
provisions of the Public Utility Regulatory Policies Act of 1978.  When combined
with the other approved settlements, the Lake Cogen settlement results in
Florida Power successfully mitigating about 440 megawatts, or more than 40
percent, of its 1,048 megawatts of commitments to 16 cogenerators.

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.


                                                            ####

EX-99.(B)

                               EXHIBIT 99.(b)
Florida Progress Corporation
Investor News 

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


[CORPORATE LOGO OMITTED]

Florida Public Service Commission Approves Replacement Fuel Settlement Agreement

ST. PETERSBURG, Florida, June 26, 1997 -- The Florida Public Service Commission
(FPSC) today voted unanimously to approve the settlement agreement signed last
week by Florida Power Corporation and all intervenors involved in the company's
request to collect replacement fuel and purchased power costs associated with
the extended outage of the Crystal River nuclear plant.

The following summarizes the key provisions of the settlement agreement:

     Effective July 1997 or as soon thereafter as approval of the stipulation
     is received, Florida Power would cease any further recovery through its
     fuel clause of replacement power costs, except as described below. Florida
     Power would refund immediately the money collected since April 1 when its
     rates were adjusted to reflect higher replacement power costs.

     Florida Power expects to incur approximately $170 million in replacement
     power costs through the end of 1997, when the unit is expected to be
     returned to service. Florida Power would be allowed to recover
     approximately $35 million over a 12-month period after the unit is returned
     to service. The remaining $135 million will be considered a regulatory
     asset that would be amortized over a four-year period, commencing when the
     nuclear unit is returned to service. Florida Power may, at its option,
     accelerate the write-off of the regulatory asset.

     Florida Power will temporarily suspend accruals to its retail reserve for
     fossil plant dismantlement costs during the four-year amortization period.
     Over this period, suspension of the accrual would offset approximately $60
     million of amortization expenses related to the regulatory asset arising
     from replacement power costs.

     In order to not distort Florida Power's future financial performance
     indicators to the FPSC, the effect of the amortization of the regulatory
     asset and the write-off of the additional operating and maintenance
     expenses would be excluded in calculating the company's regulatory return
     on equity.

     Florida Power's base rates will remain at their current levels during the
     four-year amortization period. The planned addition of Florida Power's new
     natural gas-fired combined cycle generating unit in October 1998 would be
     subject to the base-rate freeze.

                                   -- more --



Page 2
Florida Progress Corporation
Investor News - Florida Power Replacement Fuel Settlement


     The parties to the stipulation agreement will not seek or support any
     reduction in Florida Power's base rates or the authorized range of its
     return on equity during the four-year amortization period.

     This agreement resolves all present and future disputed issues between the
     parties regarding the extended outage of the nuclear plant.


"Safe Harbor" Statements under the Private Securities Litigation Reform Act of
1995: This news release contains forward looking statements, including
statements regarding the restart of the nuclear plant by the end of 1997 and the
financial impact of the stipulation agreement. These statements involve risks
and uncertainties that could cause actual results or outcomes to differ
materially from expectations. Key factors that could have a direct impact on
actual results include successful execution of the restart plan, actions of
regulatory bodies, potential new plant modifications not foreseen at this time
which extend the outage beyond 1997 and other factors described in the company's
Securities and Exchange Commission filings.

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.




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