UNITED STATES
                       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): October 19, 2004

Commission     Exact names of registrants as specified in        IRS Employer
File Number    their charters, state of incorporation,           Identification
               address of principal executive offices,           Number
               and telephone number

1-15929        PROGRESS ENERGY, INC.                               56-2155481
               410 South Wilmington Street
               Raleigh, North Carolina 27601-1748
               Telephone:  (919) 546-6111
               State of Incorporation:  North Carolina

1-8349         FLORIDA PROGRESS CORPORATION                        59-2147112
               410 South Wilmington Street
               Raleigh, North Carolina 27601-1748
               Telephone:  (919) 546-6111
               State of Incorporation:  Florida

1-3382         CAROLINA POWER & LIGHT COMPANY                      56-0165465
               d/b/a Progress Energy Carolinas, Inc.
               410 South Wilmington Street
               Raleigh, North Carolina 27601-1748
               Telephone:  (919) 546-6111
               State of Incorporation:  North Carolina

1-3274         FLORIDA POWER CORPORATION                           59-0247770
               d/b/a Progress Energy Florida, Inc.
               100 Central Avenue
               St. Petersburg, Florida 33701-3324
               Telephone:  (727) 820-5151
               State of Incorporation:  Florida

                                      None
- --------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)

     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

     |_| Written  communications  pursuant to Rule 425 under the  Securities Act
(17 CFR 230.425)

     |_| Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

     |_|  Pre-commencement  communications  pursuant to Rule 14d-2(b)  under the
Exchange Act (17 CFR 240.14d-2(b))

     |_|  Pre-commencement  communications  pursuant to Rule 13e-4(c)  under the
Exchange Act (17 CFR 240.13e-4(c))

This combined Form 8-K is filed separately by four registrants: Progress Energy,
Inc.,  Florida  Progress  Corporation,  Carolina  Power  & Light  Company  d/b/a
Progress Energy  Carolinas,  Inc. and Florida Power  Corporation  d/b/a Progress
Energy Florida,  Inc.  Information  contained  herein relating to any individual
registrant is filed by such registrant solely on its own behalf.






Section 2 Financial Information

Item 2.03 Creation of a Direct  Financial  Obligation or an Obligation  under an
Off-Balance Sheet Arrangement of a Registrant

Between October 19, 2004 and November 1, 2004,  Progress Energy, Inc. ("Progress
Energy") and its  subsidiaries  Carolina Power & Light  Company,  d/b/a Progress
Energy  Carolinas,  Inc. ("PEC") and Florida Power  Corporation,  d/b/a Progress
Energy Florida,  Inc. ("PEF")  (collectively,  the  "Companies")  borrowed a net
total of $535 million ($365 million by Progress Energy; $115 million by PEC; and
$55 million by PEF) under certain  long-term  revolving  credit  facilities.  In
addition, PEF and PEC borrowed $170 million and $90 million, respectively, under
their short-term credit facilities. The Companies will use the borrowed funds to
pay off  maturing  commercial  paper and for other cash  needs.  This action was
taken  due to the  uncertain  impact on the  Companies'  ability  to access  the
commercial paper markets resulting from recent ratings actions taken by Standard
& Poor's ("S&P") credit rating agency and Moody's Investor Services ("Moody's").
Both S&P and Moody's ratings  agencies changed their outlook for Progress Energy
to negative from stable.  To date, the Companies' access to the commercial paper
markets has not been materially  impacted by the rating agencies'  actions.  The
Companies are still assessing the impacts of the rating agencies'  actions,  but
have not experienced and do not anticipate any material  liquidity concerns from
such actions.

The Companies'  long-term credit  facilities were arranged through a syndication
of financial  institutions and support the Companies' commercial paper programs.
The  Progress  Energy  five-year  facility  expires on August 5,  2009.  The PEC
three-year  facility  expires on July 31, 2005 and the PEF  three-year  facility
expires on April 1, 2006.  Borrowings  under each facility must be repaid by the
expiration date of that facility.

Each  of  the  credit  facilities  contains  various  cross  default  and  other
acceleration  provisions  and has been  previously  disclosed and filed with the
Securities and Exchange Commission. In addition, the Companies' filings with the
Securities and Exchange  Commission provide  additional  discussion of the risks
associated with a credit ratings  downgrade.  You should  carefully  review such
filings,  particularly  the "Risk Factors"  section of the Companies' Forms 10-K
for the year ended December 31, 2003.

This report contains  forward-looking  statements within the meaning of the safe
harbor provisions of the Private  Securities  Litigation Reform Act of 1995. The
forward-looking  statements involve estimates,  projections,  goals,  forecasts,
assumptions, risks and uncertainties that could cause actual results or outcomes
to differ materially from those expressed in the forward-looking statements.

Examples of factors that you should consider with respect to any forward-looking
statements made throughout  this document  include,  but are not limited to, the
following:  the impact of fluid and  complex  government  laws and  regulations,
including those relating to the  environment;  deregulation or  restructuring in
the electric  industry that may result in increased  competition and unrecovered
(stranded) costs; the uncertainty  regarding the timing,  creation and structure
of  regional  transmission  organizations;   weather  conditions  that  directly
influence  the demand  for  electricity;  the  ability of PEC and PEF to recover
through the regulatory process, and the timing of, the costs associated with the
four hurricanes that impacted our service territory in 2004 or other significant
weather  events;  recurring  seasonal  fluctuations  in demand for  electricity;
fluctuations in the price of energy  commodities and purchased  power;  economic
fluctuations   and  the   corresponding   impact  on  Progress  Energy  and  its
subsidiaries' (the "Company") commercial and industrial  customers;  the ability
of Progress Energy's  subsidiaries to pay upstream dividends or distributions to
it;  the impact on the  facilities  and the  businesses  of the  Company  from a
terrorist  attack;  the inherent risks  associated with the operation of nuclear
facilities, including environmental, health, regulatory and financial risks; the
ability to successfully  access capital markets on favorable  terms;  the impact
that  increases in leverage may have on the Company;  the ability of the Company
to maintain its current credit ratings;  the impact of derivative contracts used
in the normal  course of  business by the  Company;  investment  performance  of
pension and benefit plans and the ability to control costs; the availability and
use of Internal  Revenue  Code  Section 29 (Section 29) tax credits by synthetic
fuel producers and the Company's continued ability to use Section 29 tax credits
related to its coal and synthetic fuels businesses;  the impact to the Company's
financial  condition  and  performance  in the event it is  determined  that the
Company  is not  entitled  to  previously  taken  Section  29 tax  credits;  the
Company's  ability  to  manage  the risks  involved  with the  operation  of its
nonregulated   plants,   including  dependence  on  third  parties  and  related
counter-party  risks, and a lack of operating history;  the Company's ability to
manage the risks associated with its energy marketing operations; the outcome of
any ongoing or future  litigation or similar disputes and the impact of any such
outcome or related settlements;  and unanticipated changes in operating expenses
and capital  expenditures.  Many of these risks  similarly  impact the Company's
subsidiaries.





                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrants  have duly caused  this  report to be signed on their  behalf by the
undersigned hereunto duly authorized.


                                PROGRESS ENERGY, INC.,
                                FLORIDA PROGRESS CORPORATION,
                                CAROLINA POWER & LIGHT COMPANY
                                d/b/a PROGRESS ENERGY CAROLINAS, INC. and
                                FLORIDA POWER CORPORATION
                                d/b/a PROGRESS ENERGY FLORIDA, INC.
                                -----------------------------------
                                Registrants



                                By:  /s/ Geoffrey S. Chatas
                                     ----------------------
                                     Geoffrey S. Chatas
                                     Executive Vice President and
                                     Chief Financial Officer


Date:  November 3, 2004