AS FILED WITH THEAs filed with the Securities and Exchange Commission on April 16, 1996

Registration No. 333-_____

SECURITIES AND EXCHANGE COMMISSION
ON AUGUST 29, 1994.

REGISTRATION NO. 33-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,Washington, D.C. 20549

------------------------------------

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

------------------------------------

FLORIDA POWER CORPORATION
(Exact name of registrant as specified in its charter)

FLORIDAFlorida 59-0247770
(State of Incorporation) (I.R.S. Employer Identification No.)

3201 34TH STREET SOUTH
ST. PETERSBURG, FLORIDA34th Street South
St. Petersburg, Florida 33711
TELEPHONE NUMBERTelephone Number (813) 866-5151
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

DAVID R. KUZMA
VICE PRESIDENT AND TREASURER
FLORIDA POWER CORPORATIONJames V. Smallwood
Vice President and Treasurer
Florida Power Corporation
3201 34TH STREET SOUTH
ST. PETERSBURG, FLORIDA34th Street South
St. Petersburg, FL 33711
(813) 866-4553866-5647
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of the Registration Statement.

----------------------------------------

If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check the
following box. / /[ ]

If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, please check the following box. /X/
---------------------[X]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
registration statement for the same offering. [ ] ______________

If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ] ______________

If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]

--------------------------

CALCULATION OF REGISTRATION FEE

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- --------------------------------------------------------------------------------------------------
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED* PER UNIT** OFFERING PRICE** FEE
- --------------------------------------------------------------------------------------------------Title of Each Proposed Maximum Proposed Maximum
Class of Securities Amount to be Offering Price Per Aggregate Offering Amount of
to be Registered Registered(1) Unit (2)(3) Price (2)(3) Registration Fee

First Mortgage Bonds........... $250,000,000Medium-Term Notes . . . . $130,700,000 100% $250,000,000 $86,208
- --------------------------------------------------------------------------------------------------
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*$130,700,000 $45,070

(1) Or its equivalent (based on the applicable exchange rate at the time of
sale), if Notes are issued with principal amounts denominated in one or
more foreign currencies, currency units or composite currencies as
shall be designated by the Registrant.
(2) Estimated solely for the purpose of calculating the registration fee.
(3) Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus
contained herein relates to an aggregate of $300,000,000 principal
amount of Notes, consisting of the $130,700,000 principal amount of
Notes being registered hereby and the $169,300,000 principal amount of
Notes that are as yet unsold that previously were registered under the
Company's Registration Statement on Form S-3 (No. 33-50908) that was
filed with the Commission on August 17, 1992.

----------------------

The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the ProspectusRegistration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

Legend for left hand margin of cover of prospectus:

Information contained herein relatesis subject to an aggregate of $370,000,000 First Mortgage
Bonds, consisting of the $250,000,000 being registered hereby and
$120,000,000 that are as yet unissued but that were registered under the
Company's Registration Statement on Form S-3 (No. 33-62210) that wascompletion or amendment. A
registration statement relating to these securities has been filed with the
Commission on May 6, 1993.
** Estimated solely forSecurities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the purpose of calculatingtime the registration fee.
---------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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2

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT
BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE
REGISTRATION STATEMENT BECOMES EFFECTIVE. THISstatement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.

PROSPECTUS SHALL NOT
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY
NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH
SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO
REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH
STATE.

SUBJECT TO COMPLETION, DATED AUGUST 29, 1994

PROSPECTUS
- ----------

$370,000,000Subject to Completion
Dated April 16, 1996
FLORIDA POWER CORPORATION
FIRST MORTGAGE BONDS

---------------------$300,000,000
Medium-Term Notes, Series B
Due from 9 Months to 30 Years from Date of Issue

Florida Power Corporation, a Florida corporation (the "Company") intends tomay offer from
time to time up to $370,000,000its Medium-Term Notes, Series B (the "Notes") in an aggregate
principal amount of its First Mortgage Bonds
(the "New Bonds") in one or more series on termsup to be determined at$300,000,000. The Notes will have stated maturities
from 9 months to 30 years from the time
or timesdate of sale.issue.

The title,designations, aggregate principal amount, purchasespecific interest rates (or method
of calculation), maturities, offering price, maturity, interest
rate and time of payment, redemption and/or sinking fund or other redemption
provisions, if any, and other specific terms of each series of the New Bonds, in respect of which
this Prospectus is being delivered, areNotes will be set forth in
Pricing Supplements to this Prospectus. Unless otherwise specified in the
accompanying
Prospectusapplicable Pricing Supplement, the Notes will bear interest at a fixed rate to
be determined by the Company at or prior to the sale thereof, with interest
payable on February 1 and August 1 of each year and at maturity. See
"Description of Notes".

The Notes will be represented by a Global Note registered in the name of a
nominee of The Depository Trust Company or another depositary (the
"Depositary"), unless the applicable Pricing Supplement specifies that the Notes
will be issued in definitive registered form. A beneficial interest in a Global
Note will be shown on, and transfers thereof will be effected only through,
records maintained by the Depositary and its participants. A beneficial interest
in a Global Note will be exchanged for Notes in definitive form only under the
limited circumstances described herein or in the applicable Pricing Supplement.
See also "Description of New Bonds and Mortgage" herein.
This Prospectus may not be used to consummate sales of New Bonds unless
accompanied by a Prospectus Supplement.

---------------------Notes -- Book-Entry System".

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.PROSPECTUS OR ANY SUPPLEMENT HERETO. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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PRICE TO AGENTS' PROCEEDS TO
PUBLIC(1) COMMISSIONS(2) COMPANY(2)(3)

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Per Note 100% .125% - .750% 99.250% - 99.875%
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Total $300,000,000 $375,000 - $2,250,000 $297,750,000 - $299,625,000
- -----------------------------------------------------------------------------------------------------------

(1) Unless otherwise indicated in the applicable Pricing Supplement, each Note
will be issued at 100% of its principal amount, less the applicable commission.
(2) The Company will pay a commission to J.P. Morgan Securities Inc.,
PaineWebber Incorporated and First Chicago Capital Markets, Inc. (each, an
"Agent"), in the form of a discount, ranging from .125% to .750% of the price to
public of any Note sold through any of them as Agent, depending upon the
maturity of such Note. The Company also may sell the New Bonds on a negotiated or competitive bid
basis through one or more underwriters, dealers or agents, or directlyNotes to one
or a limited number of purchasers. The names of the underwriters, dealers or
agents, if any, the initial public offering price, any applicable discounts or
commissionsan Agent, as
principal, and the proceeds to the Company with respect to the New Bonds for
which this Prospectus is being delivered areat prices set forth in the accompanying
Prospectus Supplement.applicable Pricing Supplement, for
resale by such Agent at such prices as will be determined by such Agent at the
time of such resale. None of the proceeds from a resale of Notes will be
received by the Company. See "Plan of Distribution" herein.

---------------------. The dateCompany has agreed to
indemnify each of this Prospectus isthe Agents against certain liabilities, including liabilities
under the Securities Act of 1933, as amended. See "Plan of Distribution".
(3) Before deduction of estimated expenses of $330,000 payable by the Company.

The Notes are being offered on a continuing basis by the Company through the
Agents, who have agreed to use their best efforts to solicit purchases of such
Notes, and also may be sold to an Agent or other person, as principal, for
resale. The Company reserves the right to sell the Notes directly to investors
on its own behalf. The Notes may be sold at the price to the public set forth
above to dealers who later resell such Notes to investors. Such dealers may be
deemed to be "underwriters" within the meaning of the Securities Act of 1933, as
amended. There can be no assurance that the Notes offered hereby will be sold or
that there will be a secondary market for the Notes. The Company reserves the
right to withdraw, cancel or modify the offer made hereby without notice. The
Company or the Agent that solicits any order may reject such order in whole or
in part. See "Plan of Distribution".
J.P. MORGAN & CO.
PAINEWEBBER INCORPORATED
FIRST CHICAGO CAPITAL MARKETS, INC.
April , 199 .1996.

AVAILABLE INFORMATION

The Company and its parent, Florida Progress Corporation, are subject to the
informational requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and in accordance therewith file reports, proxy statements
and other information with the Securities and Exchange Commission (the "SEC").
Reports, proxy statements and other information filed by the Company and its
parent can be inspected and copied at the SEC's Public Reference Room, 450 Fifth
Street, N.W., Washington, D.C. 20549, and the following Regional Offices of the
SEC: 7Seven World Trade Center, Suite 1300,13th Floor, New York, New York 10048; and 500
West Madison Street, Suite 1400, Chicago, Illinois 60661, and copies of such
material can be obtained from the Public Reference Section of the SEC, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. In addition, reports,
proxy material and other information concerning the Company's parent may be
inspected at the New York Stock Exchange, 20 Broad Street, New York, New York
10005 and at The Pacific Stock Exchange, 301 Pine Street, San Francisco,
California 94104.

This Prospectus constitutes a part of a registration statementRegistration Statements on Form S-3
(together with all amendments and exhibits, referred to collectively as the
"Registration Statement") filed by the Company with the SEC under the Securities
Act of 1933, as amended. This Prospectus does not contain all of the information
included in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the SEC. Reference is made to the
Registration Statement for further information with respect to the Company and
the New BondsNotes offered hereby.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents heretofore filed by the Company with the SEC (File No.
1-3274), as amended, are incorporated herein by reference:

1. Annual Report on Form 10-K for the year ended December 31, 1993,1995, as
filed with the SEC on March 25, 1994.20, 1996.

2. Quarterly Reports on Form 10-Q for the quarters ended March 31,
1994 and June 30, 1994, as filed with the SEC on May 9, 1994 and August 5,
1994, respectively.

3. Current Reports on Form 8-K dated January 17, 1994,22, 1996, February 8, 1996
and April 21, 1994
and July 21, 1994,18, 1996, as filed with the SEC on January 26, 1994,24, 1996, February 9,
1996 and April 21,
1994 and July 25, 1994,22, 1996, respectively.

All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the New BondsNotes offered hereby shall be deemed to be
incorporated by reference in this Prospectus from the date of filing of such
documents. Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein (or in the accompanying ProspectusPricing Supplement) or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or replacessupersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.

THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON, INCLUDING ANY BENEFICIAL
OWNER, TO WHOM A COPY OF THIS PROSPECTUS HAS BEEN DELIVERED, UPONON THE WRITTEN OR
ORAL REQUEST OF ANY SUCH PERSON, A COPY OF ANY ANDOR ALL OF THE DOCUMENTS REFERRED
TO ABOVE WHICH HAVE BEEN OR MAY BE INCORPORATED IN THIS PROSPECTUS BY REFERENCE,
OTHER THAN EXHIBITS TO SUCH DOCUMENTS, UNLESS SUCH EXHIBITS ARE SPECIFICALLY
INCORPORATED BY REFERENCE. REQUESTS FOR SUCH COPIES SHOULD BE DIRECTED TO:
FLORIDA PROGRESS CORPORATION, INVESTOR SERVICES DEPARTMENT, P. O.P.O. BOX 33042, ST.
PETERSBURG, FLORIDA 33733, OR TELEPHONE (813) 824-6428 OR TOLL-FREE (800)
352-1121.

2
4

THE COMPANY

Florida Power Corporation, a wholly owned subsidiary of Florida Progress
Corporation, was incorporated in Florida in 1899 and has its principal executive
office at 3201 34th Street South, St. Petersburg, Florida 33711, telephone
number (813) 866-5151. The Company is an operating public utility engaged in the
production,generation, purchase, transmission, distribution and sale of electricity
primarily within the State of Florida. The Company's service area, coverswith a
population of about 4.5 million, comprises approximately 20,000 square miles in
west central and northern Florida and alongincludes the west coast of
the state and includes St. Petersburg and Clearwaterdensely populated areas around Orlando, as
well as the areas
surrounding Walt Disney World, Orlando, Ocalacities of St. Petersburg and Tallahassee.Clearwater. During the twelve months
ended June 30, 1994,December 31, 1995, the Company served an average of approximately
1,231,0001,270,000 customers. As of June 30, 1994, theThe Company hadhas a system generating capacity of 7,3357,347
megawatts, and its energy sourcesmix (on a megawatt hour basis) for the twelve months
ended June 30, 1994 wereDecember 31, 1995, was approximately 42.6%39% coal, 20.9%12% oil, 0.5%4% gas, 16.6%19%
nuclear and 19.4%26% purchased power.

RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth the Company's ratio of earnings to fixed charges
for the periods indicated:

12 MONTHS ENDED YEAR ENDED DECEMBER 31,
JUNE 30, 1994 --------------------------------
(UNAUDITED) 1993 1992 1991 1990 1989
- --------------- ---- ---- ---- ---- ----
3.92
- ----------------------------------------
YEAR ENDED DECEMBER 31,
- ----------------------------------------
1995 1994 1993 1992 1991
- ---- ---- ---- ---- ----

4.41 3.90 3.83 3.84 3.87
3.89 3.79

For purposes of computing the ratio of earnings to fixed charges, earnings
consistsconsist of net income plus income taxes and fixed charges. Fixed charges
represent gross interest expense including amortization of debt expense,
discount or premium.

USE OF PROCEEDS

Except as may otherwise be set forth in the accompanying Prospectusapplicable Pricing Supplement, the
net proceeds from the sale of the New BondsNotes offered hereby will be used for the
repayment of commercial paper andshort-term debt and/or for other general corporate purposes. At
December 31, 1995, the Company had $145.2 million of short-term debt outstanding
with a weighted average interest rate of 5.82%.

DESCRIPTION OF NEW BONDS AND MORTGAGE

GENERAL.NOTES

The New BondsNotes will be issued in one or more series under an Indenture,indenture dated as of January 1, 1944, withAugust 15, 1992 (the
"Indenture") between the Company and The First National Bank of Chicago,
Trust Company of New
York, as Trusteesuccessor trustee (the "Trustee"), as supplemented by supplemental indentures,
including one or more supplemental indentures relating to the New Bonds (the
Indenture as so supplemented being hereinafter referred to as the "Mortgage"). CopiesThe form of the original Indenture and certain supplemental indentures that amend
the original Indenture are on file with the SECis filed as
exhibitsan exhibit to the Registration Statement orof which this Prospectus forms
a part and is incorporated herein by this reference. The Indenture is
subject to and governed by the Trust Indenture Act of 1939, as exhibits to other documents.amended (the
"TIA"). The following description of certain of the New Bondsterms of the Notes will
apply unless otherwise set forth in the applicable Pricing Supplement. The
statements made under this heading relating to the Notes and briefthe Indenture are
summaries of certain Mortgagethe provisions that followthereof and do not purport to be complete and are
subject to, and qualified in their entirety by, reference to the provisionsIndenture,
including the definitions of certain terms therein. Unless otherwise indicated,
parenthetical references below are to the Indenture.

GENERAL

The Notes will be offered on a continuing basis and each Note will mature
from 9 months to 30 years from its date of issue. The Notes offered hereby will
be limited to U.S. $300,000,000 aggregate amount or the equivalent in one or
more foreign currencies, currency units or composite currencies (together with
the U.S. dollar, each a "currency").

The Notes will be unsecured and will rank equally with all other unsecured and
unsubordinated indebtedness of the Mortgage. Particular
sectionsCompany. Substantially all of the Mortgage thatCompany's
assets are relevantsubject to the discussion are cited
parenthetically.

Any seriesa first and prior lien in favor of holders of the
NewCompany's First Mortgage Bonds will not be limited in(the "Bonds"), of which approximately $851.7
million aggregate principal amount except as provided inwere outstanding on December 31, 1995. Under
the Mortgage. A Prospectus Supplement will
describeterms of the following termsindenture of mortgage relating to the Bonds, additional Bonds
of any particularseries may be issued from time to time upon the satisfaction of certain
conditions. As of December 31, 1995, under the indenture of mortgage, the
bondable value of property additions was approximately $2.9 billion, permitting
the issuance of approximately $1.7 billion of additional Bonds; and
approximately another $163 million of Bonds could be issued in respect of Bonds
previously authenticated which have been canceled or delivered for
cancellation.

The Indenture provides that, in addition to the Notes offered hereby, additional
debt securities (including both interest bearing and original issue discount
securities in both bearer form and certificated or book-entry registered form)
may be issued thereunder, without limitation as to the aggregate principal
amount. (Section 301). All or a portion of such additional debt securities may
also be designated as Medium-Term Notes, Series B, which together with the
$300,000,000 principal amount of Medium-Term Notes, Series B offered hereby, and
the $30,700,000 principal amount of Medium-Term Notes, Series B issued in April
1993, shall constitute one series of New Bonds:securities established by the Company
pursuant to the Indenture. All securities issued under the Indenture, including
the Notes offered hereby, are herein collectively referred to as the
"Securities". The Indenture does not limit the amount of other debt, secured or
unsecured, that may be issued by the Company.

No service charge will be made for any transfer or exchange of Notes, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith. (Section 305).

The applicable Pricing Supplement for each Note will state the following:
(i) the titledesignation of such New Bonds;Note; (ii) the aggregate principal amount of such New Bonds;Note;
(iii) the date on which such New Bonds mature;Note will be issued; (iv) the Stated Maturity
of such Note; (v) the rate per annum at which such New BondsNote will bear interest; (v)interest
(or the dates on which
interest onmethod of calculation of such New Bonds will be payable;interest); (vi) the offering price of
such Note; (vii) the redemption and/or sinking fund provisions, if any, of such
Note; and (viii) additional terms, if any, applicable to such New Bonds; and (vii) any other
specific terms of such New Bonds.

The Mortgage does not contain any covenants or other provisions that are
specifically intended to afford holders of the New Bonds special protectionNote.

Unless otherwise specified in the event ofapplicable Pricing Supplement, each Note will
bear interest at a highly leveraged transaction. As of July 31, 1994, $886,040,000
of First Mortgage Bonds were outstanding under the Mortgage.

FORM AND EXCHANGES. The New Bonds willfixed annual rate (a "Fixed Rate Note") and be issuable only as fully
registered bonds without couponsdenominated in
U.S. dollars in denominations of $1,000 or any integral multiple thereof. Unless
otherwise specified in the applicable Pricing Supplement, the Notes will
initially be represented by one or more global securities registered in the name
of a nominee of the Depositary and the denomination of any Note issued in global
form will not exceed $200,000,000 without the approval of the Depositary. See
"Book-Entry System".

Unless otherwise specified in the applicable Pricing Supplement, interest on
each Note will be payable on each Interest Payment Date and at Maturity. Any
interest other than at Maturity will be payable to the person in whose name a
Note (or any Predecessor Note) is registered at the close of business on the
Regular Record Date next preceding the Interest Payment Date, subject to certain
exceptions; provided, however, that if a Note is issued between a Regular Record
Date and the Interest Payment Date pertaining thereto, the initial interest
payment will be made on the Interest Payment Date following the next succeeding
Regular Record Date to the holder on such Regular Record Date. Interest payable
at Maturity will be paid to the person to whom the principal of the Note is
paid.

FIXED RATE NOTES

Each Fixed Rate Note will mature on any day from 9 months to 30 years from the
date of issue selected by the initial purchaser and agreed to by the Company.
Unless otherwise specified in the applicable Pricing Supplement, each Fixed Rate
Note will bear interest on the principal amount thereof from its date of issue
at the annual rate stated in the applicable Pricing Supplement until the
principal thereof is paid or duly made available for payment. Unless otherwise
specified in the applicable Pricing Supplement, the "Interest Payment Dates" for
Fixed Rate Notes will be on February 1 and August 1 of each year and the
"Regular Record Dates" for Fixed Rate Notes will be the January 15 and July 15,
respectively, immediately preceding an Interest Payment Date. Unless otherwise
specified in the applicable Pricing Supplement, interest on Fixed Rate Notes
will accrue from and including the date of issue or from and including the next
preceding Interest Payment Date to which interest has been duly paid or provided
for, as the case may be, to but excluding the next succeeding Interest Payment
Date or the date of Maturity, as the case may be. Any payment of principal,
premium or interest required to be made on a Fixed Rate Note on a day that is
not a Business Day need not be made on such day, but may be made on the next
succeeding Business Day with the same force and effect as if made on such day
and no interest shall accrue as a result of such delayed payment. Unless
otherwise specified in the applicable Pricing Supplement, interest on Fixed Rate
Notes will be computed and paid on the basis of a 360-day year of twelve 30-day
months.

FLOATING RATE NOTES

The Company may from time to time offer Notes that bear a floating rate of
interest, which may include interest rates based on rates for negotiable
certificates of deposit, commercial paper or federal funds or on LIBOR, prime or
base lending rates or Treasury bill rates. The applicable Pricing Supplement for
such a Note will set forth the particular terms of such Note, including the
interest rate basis, the Interest Payment Dates, the Regular Record Dates and
the other terms of such Note.

OTHER NOTES

The Company may from time to time offer Notes denominated or payable in a
currency other than U.S. dollars. In addition, the Company may from time to time
offer Notes the principal amount of which payable on the maturity date or the
interest thereon may be determined (i) by reference to the rate of exchange
between one or more currencies, (ii) by reference to other indices or (iii) in
such other manner as is specified in the applicable Pricing Supplement.

An investment in foreign currency Notes or currency indexed Notes entails
significant risks that are not associated with investments in instruments
denominated or payable in U.S. dollars and the extent and nature of such risks
change continuously. Such Notes are not an appropriate investment for
prospective purchasers who are unsophisticated with respect to foreign currency
matters. These risks vary depending upon the currency or currencies involved and
will be exchangeable formore fully described in the applicable Pricing Supplement.

BOOK-ENTRY SYSTEM

Except as described below, the Notes will be issued in whole or in part in the
form of one or more global securities (each a like aggregate principal
amount in other authorized denominations"Global Note") that will be
deposited with, or on behalf of, the same series without charge
(except for any

3
5

governmental charge or tax). The New Bonds may be presented for transfer or
exchange at the corporate trust office of the Trustee inDepository Trust Company, New York, New
York.

MAINTENANCE FUND. The Mortgage provides that the amount expended for
property additions will, at the end of each year, equal the aggregate of the
minimum provision for depreciation, for each calendar year subsequent to
December 31, 1943, and if at the end of anyYork ("DTC") or such year the Company has not
expended such required amount, it will deposit with the Trustee the difference
in cash. (Section 5.08). Certain credits are allowed against cash so required
to be deposited. The minimum provision for depreciation shall mean an amount
equal to (a) 15% of the gross operating revenues of the Company less the cost
of electric energy purchased for resale, less (b) an amount equal to the
aggregate of the charges to operating expense for maintenance; provided,
however, that the minimum provision for depreciation for any period shall not
exceed the maximum provision for depreciation,other depositary as defined, for the period.
(Section 1.05). Cumulative expenditures for property additions exceeded the
required provision for depreciation by approximately $4.6 billion as of
December 31, 1993.

SECURITY. The New Bonds will be secured by the lien of the Mortgage and
will rank pari passu with all bonds outstanding thereunder. In the opinion of
counsel for the Company, the Mortgage constitutes a first mortgage lien,
subject only to permitted encumbrances and liens, on substantially all of the
fixed properties ownedis designated by the Company (DTC or
such other depositary, the "Depositary"), and registered in the name of a
nominee of the Depositary.

Upon issuance, all Notes having the same terms, including, but not limited to,
the same Interest Payment Dates, rates of interest, Stated Maturity and sinking
fund or redemption provisions, if any, will be represented by one or more Global
Notes. Notes will not be exchangeable for Notes in certificated form and, except
miscellaneous properties
specifically excepted. After-acquired propertyunder the circumstances described below, will not otherwise be issuable in
certificated form.

So long as the Depositary for a Global Note, or its nominee, is coveredthe registered
owner of such Global Note, the Depositary or its nominee, as the case may be,
will be considered the sole holder of the Notes represented by such Global Note
for all purposes under the Indenture. Except as provided below, owners of
beneficial interests in a Global Note will not be entitled to have Notes
represented by such Global Note registered in their names, will not receive or
be entitled to receive physical delivery of Notes in certificated form and will
not be considered the owners or holders thereof under the Indenture. The laws of
some states require that certain purchasers of securities take physical delivery
of such securities in certificated form. Such laws may impair the ability to
transfer beneficial interests in a Global Note.

If the Depositary is at any time unwilling or unable to continue as depositary
and a successor depositary is not appointed by the lienCompany within 90 days, the
Company will issue individual Notes in certificated form in exchange for such
Global Notes. In addition, the Company may at any time and in its sole
discretion determine not to have any Notes represented by one or more Global
Notes and, in such event, will issue individual Notes in certificated form in
exchange for the Global Notes representing the corresponding Notes. In any such
instance, an owner of a beneficial interest in a Note represented by a Global
Note will be entitled to physical delivery of individual Notes in certificated
form equal in principal amount to the principal amount of the Mortgage, subjectNotes so owned
and to existing liens at the timehave such property is acquired.
(Section 2.01 and Preambles).

ISSUANCE OF ADDITIONAL BONDS. Bonds mayNotes in certificated form registered in its name. Individual
Notes in certificated form so issued will be issued underas registered Notes in
denominations, unless otherwise specified by the MortgageCompany, of $1,000 and
integral multiples thereof.

The following is based solely on information furnished by DTC:

Unless otherwise specified in a
principal amount equal to (1) an amount not exceeding 60%the applicable Pricing Supplement, DTC will
act as securities depository for the Notes. The Notes will be issued as
fully registered securities registered in the name of Cede & Co. (DTC's
partnership nominee). One fully-registered Note certificate will be issued
for each issue of the bondable value
of property additions, as defined (Section 4.03); (2) an additional aggregate
principal amount not exceedingNotes, each in the aggregate principal amount of refundable
prior lien bondssuch
issue, and will be deposited with the Trustee (Section 4.04); (3) an additional
aggregate principal amount not exceedingDTC. If, however, the aggregate principal
amount of any bonds theretofore authenticated which have been canceled or delivered for
cancellation (Section 4.05);issue exceeds $200 million, one certificate will be issued
with respect to each $200 million of principal amount and (4) an additional
aggregatecertificate will be issued with respect to any remaining principal amount
equalof such issue, unless otherwise approved by DTC.

DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking
Law, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code, and a "clearing
agency" registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934. DTC holds securities that its participants
("Participants") deposit with DTC. DTC also facilitates the settlement
among Participants of securities transactions, such as transfers and
pledges, in deposited securities through electronic computerized book-entry
changes in Participants' accounts, thereby eliminating the need for
physical movement of securities certificates. "Direct Participants" include
securities brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations. DTC is owned by a number of
its Direct Participants and by the New York Stock Exchange, Inc., the
American Stock Exchange, Inc. and the National Association of Securities
Dealers, Inc. Access to the DTC System is also available to others such as
securities brokers and dealers, banks and trust companies that clear
through or maintain a custodial relationship with a Direct Participant,
either directly or indirectly ("Indirect Participants"). The rules
applicable to DTC and its Participants are on file with the SEC.

Purchases of Notes under the DTC system must be made by or through Direct
Participants, which will receive a credit for the Notes on DTC's records.
The ownership interest of each actual purchaser of each Note ("Beneficial
Owner") is in turn to be recorded on the Direct and Indirect Participants'
records. A Beneficial Owner will not receive written confirmation from DTC
of its purchase, but such Beneficial Owner is expected to receive a written

confirmation providing details of the transaction, as well as periodic
statements of its holdings, from the Direct or Indirect Participant through
which such Beneficial Owner entered into the transaction. Transfers of
ownership interests in the Notes are to be accomplished by entries made on
the books of Participants acting on behalf of Beneficial Owners. Beneficial
Owners will not receive certificates representing their ownership interests
in Notes, except in the event that use of the book-entry system for the
Notes is discontinued.

To facilitate subsequent transfers, all Notes deposited by Participants
with DTC are registered in the name of DTC's partnership nominee, Cede &
Co. The deposit of Notes with DTC and their registration in the name of
Cede & Co. effect no change in beneficial ownership. DTC has no knowledge
of the actual Beneficial Owners of the Notes; DTC's records reflect only
the identity of the Direct Participants to whose accounts such Notes are
credited, which may or may not be the Beneficial Owners. The Participants
will remain responsible for keeping account of their holdings on behalf of
their customers.

Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by
Direct Participants and Indirect Participants to Beneficial Owners will be
governed by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time.

If the Notes are redeemable, redemption notices shall be sent to Cede & Co.
If less than all of the Notes within an issue are being redeemed, DTC's
practice is to determine by lot the amount of cash depositedthe interest of each Direct
Participant in such issue to be redeemed.

Neither DTC nor Cede & Co. will consent or vote with respect to Notes.
Under its usual procedures, DTC mails a proxy (an "Omnibus Proxy") to the
Trustee againstissuer as soon as possible after the issuancerecord date. The Omnibus Proxy assigns
Cede & Co.'s consenting or voting rights to those Direct Participants to
whose accounts the Notes are credited on the record date (identified on a
list attached to the Omnibus Proxy).

Principal, interest and any premium payments on the Notes will be made to
DTC. DTC's practice is to credit Direct Participants' accounts on the
payable date in accordance with their respective holdings shown on DTC's
records unless DTC has reason to believe that it will not receive payment
on the payable date. Payments by Participants to Beneficial Owners will be
governed by standing instructions and customary practices, as is the case
with securities held for the accounts of bonds (Section 4.06). Ascustomers in bearer form or
registered in "street name", and will be the responsibility of December 31, 1993,such
Participant and not of DTC, the bondable value of property
additions under clause (1) above was approximately $2.6 billion, permittingpaying agent with respect to the issuance of approximately $1.6 billion of additional bonds. Cash deposited withNotes (the
"Paying Agent") or the Trustee under clause (4) aboveCompany, subject to any statutory or regulatory
requirements as may be withdrawn in an amount equaleffect from time to time. Payment of principal,
interest, and any premium to DTC is the principal amount of each bond, if the Company would otherwise be entitled to
have such bond authenticated under any of the provisions referred to in clauses
(1), (2) and (3) above, and may also be used for the purchase or redemption of
bonds. (Section 4.06). Bonds may be authenticated pursuant to clauses (1) and
(4) above (and in certain cases pursuant to (2) and (3) above) only if net
earnings for twelve successive months in the fifteen months immediately
preceding the first day of the month in which application for additional bonds
is made shall be at least two times the annual interest charges on the bonds
and prior lien bonds outstanding and to be outstanding. (Section 4.08).

RELEASE AND SUBSTITUTION OF PROPERTY. Subject to various limitations,
property may be released from the lien of the Mortgage when sold or exchanged,
upon the basis of (1) cash deposited with the Trustee, (2) purchase money
obligations pledged with the Trustee, (3) property additions certified to the
Trustee and acquired in exchange for the property released, or (4) the fair
value to the Company of property and securities certified to the Trustee, less
the principal amount of certain outstanding prior lien bonds. (Section 9.03).
If all or substantially all of the mortgaged and pledged property constituting
bondable property which at the time shall be subject to the lien of the
Mortgage as a first lien shall be so released, whether pursuant to the requestresponsibility of the Company or
the Paying Agent, disbursement of such payments to Direct Participants will
be the responsibility of DTC, and disbursement of such payments to the
Beneficial Owners will be the responsibility of Direct and Indirect
Participants.

DTC may discontinue providing its services as securities depository with
respect to any series of Notes at any time by eminent domain, thengiving reasonable notice to
the Company or the Paying Agent. Under such circumstances, in the event
that a successor securities depository is not obtained, certificates for
such Notes are required to redeem all
the bonds of all series (including the New Bonds)be printed and has covenanteddelivered.

The Company may decide to deposit
with the Trustee sufficient cash for that purpose. (Section 8.08(b)). Any new
property acquired to take the place of any property released shall be subjected
to the liendiscontinue use of the Mortgage. (Section 9.11).

RESTRICTION ON DIVIDENDS.system of book-entry
transfers through DTC (or a successor securities depository) for any series
of Notes. In that event, Note certificates will be printed and delivered
for such Notes.

The Mortgage providesinformation in this section concerning DTC and DTC's book-entry system has
been obtained from sources (including DTC) that the Company will not
paybelieves to be
reliable, but neither the Company, any cash dividends upon its common stock, or makeAgent nor any other distribution tounderwriter takes any
responsibility for the holders thereof, except a payment or distribution out of net incomeaccuracy thereof.

The Agents and any underwriters of the Company subsequent to December 31, 1943. (Section 5.24).

4
6

MODIFICATION OF MORTGAGE. The MortgageNotes may be modifiedDirect Participants in DTC.

NONE OF THE COMPANY, THE TRUSTEE OR ANY PAYING AGENT WILL HAVE ANY
RESPONSIBILITY OR LIABILITY FOR ANY ASPECT OF THE RECORDS RELATING TO OR
PAYMENTS MADE ON ACCOUNT OF BENEFICIAL INTERESTS IN A GLOBAL NOTE, OR FOR
MAINTAINING, SUPERVISING OR REVIEWING ANY RECORDS RELATING TO SUCH BENEFICIAL
INTERESTS.

EVENTS OF DEFAULT

The Indenture provides, with respect to any series of Securities outstanding
thereunder, that the consentfollowing will constitute Events of the holders of 75% in aggregate principal amount of bonds (including 75% in
aggregate principal amount of each affected series), except no such
modifications shall (1) extend the maturity of any bonds, or reduce the
interest rate or extend the time of payment thereof, or reduce the principal
amount thereof, without the express consent of the holder of each bond
affected, (2) reduce the aforesaid percentage without the consent of the
holders of all bonds outstanding, (3) permit the creation of a prior or equal
lien on the pledged property, or (4) deprive any bond of the lien of the
Mortgage. (Section 17.02).

DEFAULT. The following are defined as completed defaults in the Mortgage:
(1)Default: (i) default in the payment of principal on any of the bonds when due and
payable; (2) default continued for 60 days in
the payment of any interest onupon any Security of that series or of any

related coupon and the bonds; (3)continuance of such default for 30 days; (ii) default in
the payment of the principal of or interestany premium on any Security of that series
when due, whether at maturity, by acceleration, upon redemption or otherwise;
(iii) default in the performance, or breach, of any outstanding prior lien bonds continued beyondcovenant or agreement of the
Company in the Indenture with respect to any Security of that series, and the
continuance of such default or breach for a period of 90 days after written
notice as provided in the Indenture; (iv) default resulting from the failure of
the Company to pay when due (including any applicable grace period; (4)period) the
principal of or interest on, or default resulting in the acceleration of the
indebtedness under, any evidence of indebtedness for money borrowed by the
Company (including Securities of any other series) or any instrument under which
there may be issued or by which there may be secured or evidenced any
indebtedness of the Company, involving an interest or principal payment or an
amount accelerated in excess of $10,000,000, and such default has not been
cured, such indebtedness has not been discharged or such acceleration has not
been rescinded or annulled within 90 days after written notice as provided in
the Indenture; (v) certain actsevents of bankruptcy, insolvency or reorganization; and (5) default
continued for 60 days after written noticereorganization
relating to the Company by the Trustee in the
observance or performance ofCompany; and (vi) any other covenant, agreementEvent of Default provided under any
applicable supplemental indenture or condition
contained inBoard Resolution with respect to the
Mortgage or in anySecurities of the bonds.that series. (Section 10.01)501). The Company is required byto file with
the Mortgage to reportTrustee, annually, to the Trusteean officers' certificate as to the absenceCompany's compliance
with all conditions and covenants under the Indenture. (Section 1004). The
Indenture provides that the Trustee may withhold notice to the holders of any
series of Securities of any default (except payment defaults on any Security of
that series) if it considers it in the interest of the holders of the Securities
of that series to do so. (Section 601).

If any Event of Default with respect to the Securities of a particular series
shall occur and compliance withbe continuing, then the Trustee or the holders of not less than
25% in principal amount of the Securities of that series then Outstanding may
declare the principal of and interest on the Securities of that series then
Outstanding to be due and payable immediately. (Section 502).

Subject to the provisions of the Mortgage. (Section 5.23)Indenture relating to the duties of the
Trustee, in case an Event of Default with respect to the Securities of a
particular series shall occur and be continuing, the Trustee shall be under no
obligation to exercise any of its rights or powers under the Indenture at the
request or direction of any of the holders of the Securities of a particular
series, unless such holders have offered to the Trustee reasonable security or
indemnity against the expenses and liabilities which might be incurred by it in
compliance with such request or direction. (Sections 315 of the TIA and 602 of
the Indenture). TheSubject to such provisions for the indemnification of the
Trustee, the holders of a majority in principal amount of the bonds outstandingSecurities of a
particular series shall have the right to direct the time, method and place of
conducting any proceedingsproceeding for any remedy available to the Trustee under the
Indenture, or exercising any trust or power conferred on the Trustee with
respect to the Securities of that series. (Section 512).

The holders of a majority in principal amount of the Securities of any series
then Outstanding may on behalf of the holders of all the Securities of that
series waive any past default and its consequences with respect to the
Securities of that series, except a default (i) in the payment of the principal
of, or interest (or premium, if any) on any of the Securities of that series, or
(ii) in respect of a covenant or provision that cannot be modified or amended
without the consent of the holder of each Security of that series then
Outstanding affected thereby. (Section 513).

MODIFICATION OR WAIVER

Modification and amendment of the Indenture may be made by the Mortgage upon, the
Trustee; provided, however, thatCompany and the
Trustee may, if it determineswith the consent of the holders of a majority in good
faith that such direction would involve the Trustee in personal liability or be
unjustly prejudicial toprincipal
amount of all Outstanding Securities of any series (such modification and
amendment shall not, however, affect the rights of the non-assenting bondholders, declineholders of any other
series of Securities issued under the Indenture); provided that no such
modification or amendment shall, without the consent of the holder of each
Outstanding Security of such series affected thereby, among other things: (i)
change the Stated Maturity of the principal of or any installment of interest on
any such Security; (ii) reduce the principal amount or the rate of interest on
or any premium payable upon the redemption of any such Security; or (iii) reduce
the above-stated percentage of holders of such Outstanding Securities necessary
to followmodify or amend the Indenture or to consent to any waiver thereunder.
(Section 902). Modification and amendment of the Indenture may be made by the
Company and the Trustee without the consent of the holders of the Securities to,
among other things, (i) add to the covenants and Events of Default of the
Company for the benefit of such direction.holders or (ii) make certain other
modifications, generally of a ministerial nature. (Section 10.06)901).

DEFEASANCE AND COVENANT DEFEASANCE

Unless otherwise specified in the applicable Pricing Supplement, the Company may
elect either (a) to defease and be discharged from any and all obligations with
respect to the Notes (except for the obligations with respect to transfer or

exchange of the Notes, to replace temporary or mutilated, destroyed, lost or
stolen Notes, to maintain an office or agency in respect of such Notes and to
hold moneys for payment in trust) ("defeasance") (Section 1402) or (b) to be
released from its obligations with respect to any covenant, and any omission to
comply with such obligations shall not constitute a default or an Event of
Default with respect to such Notes ("covenant defeasance") (Section 1403), in
either case upon the irrevocable deposit by or on behalf of the Company with the
Trustee (or other qualifying trustee), in trust, of an amount, in cash or
Government Obligations (as defined) which through the payment of principal and
interest in accordance with their terms will provide money in an amount
sufficient to pay the principal of (and premium, if any) and interest, if any,
on such Notes, and any mandatory sinking fund or analogous payments thereon, on
the scheduled due dates therefor. (Section 1404).

Such a trust may only be established if, among other things, the Company has
delivered to the Trustee an Opinion of Counsel to the effect that the holders of
such Notes will not recognize income, gain or loss for United States federal
income tax purposes as a result of such defeasance or covenant defeasance and
will be subject to United States federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such defeasance
or covenant defeasance had not occurred, and such Opinion of Counsel, in the
case of defeasance under clause (a) above, must refer to and be based upon a
ruling of the Internal Revenue Service or a change in applicable United States
federal income tax law occurring after the date of the Indenture. (Section
1404).

The applicable Pricing Supplement may further describe the provisions, if any,
permitting such defeasance or covenant defeasance, including any modifications
to the provisions described above with respect to any particular series of
Notes.

RESIGNATION OR REMOVAL OF TRUSTEE

The Trustee may resign or be removed with respect to one or more series of
Securities and a successor Trustee may be appointed to act with respect to such
series. So long as no Event of Default or event which, after notice or lapse of
time, or both, would become an Event of Default has occurred and is continuing,
if the Company has delivered to the Trustee a resolution of its Board of
Directors appointing a successor trustee and such successor has accepted such
appointment in accordance with the terms of the Indenture, the Trustee will be
deemed to have resigned and the successor will be deemed to have been appointed
as trustee in accordance with the Indenture. (Section 608).

In the event that two or more persons are acting as Trustee with respect to
different series of Securities issued under the Indenture, each such Trustee
shall be a Trustee of a trust under such Indenture separate and apart from the
trust administered by any other such Trustee (Section 609), and any action
described herein to be taken by the "Trustee" may then be taken by each such
Trustee with respect to, and only with respect to, the one or more series of
Securities for which it is Trustee.

CONCERNING THE TRUSTEE. A banking affiliate of theTRUSTEE

The Trustee is one of a number of banks with which the Company and Progress
Capital Holdings, Inc. ("PCH"), a subsidiary of Florida Progress Corporation,
maintain ordinary banking relationships and from which the Company and PCH have
obtained credit facilities and lines of credit. The Trustee also acts as issuing and paying
agent in respectFirst Chicago Trust Company of
the private placement of PCH's medium-term notes. AnNew York, an affiliate of the Trustee, may from timeis trustee under the Indenture dated
January 1, 1944, as supplemented, pursuant to time provide certain investment
banking and securities underwriting services towhich the Company andissues its
affiliates.Bonds. First Chicago Capital Markets, Inc., one of the Agents, also is an
affiliate of the Trustee.

PLAN OF DISTRIBUTION

The Notes are offered on a continuing basis by the Company through the Agents,
who have agreed to use their best efforts to solicit purchases of the Notes. The
Company may also sell the New Bonds in one or more series in any of the
following ways: (i) in a negotiated sale; (ii) pursuant to competitive bidding;
(iii) through one or more underwriters or dealers; (iv)Notes directly to oneinvestors on its own behalf or a
limited number of purchasers; (v) through one or more agents; or (vi) through
any combination ofto an
Agent as principal and may appoint additional agents to solicit and receive
offers to purchase the above. The terms of any offering of New Bonds, including
the proceeds toNotes. Unless otherwise agreed by the Company any underwriting discounts or commissions and other items constituting underwriters' compensation, the
initial public
offering price and any discounts or concessions allowed or reallowed or paid to
dealers, will be set forth in the Prospectus Supplement relating to such
offering. Any initial public offering price and any discounts or concessions
allowed or reallowed or paid to dealers may be changed from time to time.

If an underwriter or underwriters are involved in the sale of any New
Bonds,Agents, the Company will executehave the sole right to accept offers to purchase Notes
and may reject any proposed purchase of Notes in whole or in part. Each Agent
will have the right, in its discretion reasonably exercised, to reject any
proposed purchase of Notes in whole or in part. The Company will pay each Agent
a commission, in the form of a discount, ranging from .125% to .750% of the
price to the public of any Note sold through such Agent, depending on the
maturity of such Note.

In addition, the Agents may offer the Notes they have purchased as principal to
other dealers. The Agents may sell Notes to any dealer at a discount and, unless
otherwise specified in the applicable Pricing Supplement, such discount allowed
to any dealer will not be in excess of 66 2/3% of the discount to be received by
such Agent from the Company.

Unless otherwise indicated in the applicable Pricing Supplement, any Note sold
to an underwriting agreement withAgent as principal will be purchased by such underwritersAgent at the timea price equal to
100% of sale, and the name of each underwriter, the principal amount thereof less a percentage equal to the commission
applicable to an agency sale of New Bonds to be purchased by it and the other terms and
conditionsa Note of the transaction will be set forth in the Prospectus Supplement
relating to such sale. The New Bonds will be acquired by the underwriters for
their own accountidentical maturity, and may be resold
by the Agent to investors and other purchasers from time to time in one or more
transactions, including negotiated transactions, at a fixed public offering
price or at varying prices determined at the time of sale or may be resold to
certain dealers as described above. After the sale.initial public offering of Notes
to be resold to investors and other purchasers on a fixed public offering price
basis, the public offering price, concession and discount may be changed.

Unless otherwise indicatedspecified in the Prospectusapplicable Pricing Supplement, the underwriting agreement will provide
that the underwriters are obligated to purchase allpayment of the
New Bonds offered inpurchase price of the Prospectus Supplement if any are purchased.

If a dealerNotes acquired through the Agents acting as agents is
used in the sale of any New Bonds, the Company will sell
such New Bonds to the dealer as principal. The dealer may then resell such New
Bonds to the public at varying pricesrequired to be determined by such dealer at the
time of resale.

5
7

If anymade in funds immediately available in New Bonds are sold through an agent or agents designated by the
Company from time to time, the Prospectus Supplement will name any such agent,
set forth any commissions payable by the Company to any such agent and the
obligations of such agent with respect to theYork, New Bonds. Unless otherwise
indicated in the Prospectus Supplement, any such agent will be acting on a best
efforts basis for the period of its appointment.

In connection with the sale of the New Bonds, any underwriters, dealers or
agents may receive compensation from the Company or from purchasers in the form
of concessions or commissions.York.

The underwriters will be, and any agents and any
dealers participating in the distribution of the New BondsAgents may be deemed to be underwriters"underwriters" within the meaning of the
Securities Act of 1933.1933, as amended (the "Securities Act"). The Company will
agreehas
agreed to indemnify any such underwriters, dealers or agentsthe Agents against certain liabilities, including
liabilities under the Securities ActAct.

The Notes are a new issue of 1933.securities with no established trading market. The
Company has been advised by the Agents that they may from time to time make a
market in the Notes, but they are not obligated to do so and may discontinue
such market-making at any time without notice. Further, each of the Agents may
from time to time purchase and sell Notes in the secondary market, but is not
obligated to do so. No assurance can be given as to the liquidity of any trading
market for the Notes.

LEGAL MATTERS

Certain matters relating to the legality of the New BondsNotes will be passed upon for
the Company by Kenneth E. Armstrong, Esq., Vice President, General Counsel and
Secretary of Florida Progress Corporation, acting as counsel for the Company,
and for the underwriters, agents or purchasersAgents by Jones, Day, Reavis & Pogue, Chicago, Illinois, except that
matters of Florida law will be passed upon only by Kenneth E. Armstrong, Esq.

EXPERTS

The financial statements and schedules included in the Company's Annual Report
on Form 10-K for the year ended December 31, 1993,1995, incorporated herein by
reference, have been audited by KPMG Peat Marwick LLP, independent certified
public accountants, to the extent and for the periods indicated in their reportreports
with respect thereto, and are incorporated herein by reference in reliance upon
their reportreports given on the authority of said firmfirms as experts in accounting and
auditing. The report of KPMG Peat Marwick covering the December 31, 1993
financial statements refers to a change in the methods of accounting for income
taxes and postretirement benefits other than pensions.

The statements made herein and in the documents incorporated herein by reference
that relate to matters of law or express legal conclusions are made on the
authority of Kenneth E. Armstrong, Esq., Vice President, General Counsel and
Secretary of Florida Progress Corporation, as an expert, and are included herein
upon the authority of such counsel.

NO DEALER, SALESPERSON OR OTHER PERSON ISHAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSEREPRESENTATION NOT CONTAINED IN THIS PROSPECTUS OR
ANY SUPPLEMENT HERETO, IN CONNECTION WITH THE OFFER CONTAINED IN THIS
PROSPECTUS,
SUPPLEMENT, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED.AUTHORIZED BY THE COMPANY OR THE AGENTS. THIS
PROSPECTUS AND ANY PROSPECTUS
SUPPLEMENT HERETO DO NOT CONSTITUTE AN OFFER TO SELL, OR
SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES OTHER THAN THE SECURITIES OFFERED BY THIS PROSPECTUS AND ANY
PROSPECTUS SUPPLEMENT, OR AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY
SUCH SECURITIESNOTES IN ANY JURISDICTION IN WHICH, OR TO
ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION.SOLICITATION. NEITHER
THE DELIVERY OF THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT HERETO NOR ANY SALE MADE
THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE OF THIS PROSPECTUSHEREOF OR ANY
PROSPECTUS SUPPLEMENTTHEREOF,
OR THAT THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE HEREIN OR THEREIN
IS CORRECT AS OF ANY TIME SINCE SUCH DATE.SUBSEQUENT TO THE DATE HEREOF OR THEREOF.

---------------------

TABLE OF CONTENTS

PAGE
----

Available Information.................. 2
Incorporation of Certain Documents by
Reference............................ 2
The Company............................ 3
Ratio of Earnings to Fixed Charges..... 3
Use of Proceeds........................ 3
Description of New Bonds and
Mortgage............................. 3
Plan of Distribution................... 5
Legal Matters.......................... 6
Experts................................ 6

- ------------------------------------------------------
- ------------------------------------------------------

- ------------------------------------------------------
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$370,000,000

[LOGO]

FLORIDA
POWER
CORPORATION

FIRST MORTGAGE BONDS
-------------------------
PROSPECTUS
-------------------------
, 199
- ------------------------------------------------------
- ------------------------------------------------------
9

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Florida Documentary Stamp Tax.................................... $ 875,000*
Florida Intangible Tax........................................... 78,749*
Rating Agency Fees............................................... 152,500*
Printing and Engraving........................................... 35,000*
SEC Registration Fee............................................. 86,208
Trustees Fees.................................................... 10,000*
Accounting Fees and Expenses..................................... 20,000*Available Information................. 2
Incorporation of Certain Documents by
Reference........................... 2
The Company........................... 2
Ratio of Earnings to Fixed Charges.... 3
Use of Proceeds....................... 3
Description of Notes.................. 3
Plan of Distribution.................. 8
Legal Fees and Blue Sky Expenses................................. 15,000*
Miscellaneous.................................................... 12,543*
----------
Total.................................................. $1,285,000*
=========Matters......................... 9
Experts............................... 9

- ---------------

* Estimated.

ITEM-------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

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$300,000,000

[Logo]

Medium-Term Notes,
Series B
--------------------
PROSPECTUS
--------------------
J.P. MORGAN & CO.

PAINEWEBBER INCORPORATED

FIRST CHICAGO CAPITAL MARKETS, INC.
April , 1996

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

PART II.

Information Not Required in Prospectus

Item 14. Other Expenses of Issuance and Distribution.

SEC Registration Fee...........................................$ 45,070
Rating Agency Fees.............................................. 200,000*
Printing and Engraving.......................................... 25,000*
Trustee Fees.................................................... 5,000*
Accounting Fees and Expenses.................................... 25,000*
Legal Fees and Blue Sky Expenses................................ 25,000*
Miscellaneous................................................... 4,930*
------
Total..........................................................$ 330,000*
- ------------------
*Estimated.

Item 15. INDEMNIFICATION OF DIRECTORS AND OFFICERSIndemnification of Directors and Officers.

The Florida Business Corporation Act, as amended (the "Florida Act"),
provides that, in general, a business corporation may indemnify any person who
is or was a party to any proceeding (other than an action by, or in the right
of, the corporation) by reason of the fact that he or she is or was a director
or officer of the corporation, against liability incurred in connection with
such proceeding, including any appeal thereof, provided certain standards are met, including that such officer
or director acted in good faith and in a manner he or she reasonably believed to be in, or
not opposed to, the best interests of the corporation, and provided further
that, with respect to any criminal action or proceeding, the officer or director
had no reasonable cause to believe his or her conduct was unlawful. In the case
of proceedings by or in the right of the corporation, the Florida Act provides
that, in general, a corporation may indemnify any person who was or is a party
to any such proceeding by reason of the fact that he or she is or was a director or
officer of the corporation against expenses and amounts paid in settlement
actually and reasonably incurred in connection with the defense or settlement of
such proceeding, including anythe appeal thereof, provided that such person acted
in good faith and in a manner he or she reasonably believed to be in, or not
opposed to, the best interestsinterest of the corporation, and provided further that no
indemnificationindemnity shall be made in respect of any claim as to which such person is
adjudged liable unless a court of competent jurisdiction determines upon
application that such person is fairly and reasonably entitled to indemnity. To
the extent that any officers or directors are successful on the merits or
otherwise in the defense of any of the proceedings described above, the Florida
Act provides that the corporation is required to indemnify such officers or
directors against expenses actually and reasonably incurred in connection
therewith. However, the Florida Act further provides that, in general,
indemnification or advancement of expenses shall not be made to or on behalf of
any officer or director if a judgment or other final adjudication establishes
that his or her actions, or omissions to act, were material to the cause of
action so adjudicated and constitute: (i) a violation of the criminal law,
unless the director or officer had reasonable cause

II-1

to believe his or her conduct was lawful or had no reasonable cause to believe
it was unlawful; (ii) a transaction from which the director or officer derived
an improper personal benefit; (iii) in the case of a director, a circumstance
under which the director has voted for or assented to a distribution made in
violation of the Florida Act or the corporation's articles of incorporation; or
(iv) willful misconduct or a conscious disregard for the best interestsinterest of the
corporation in a proceeding by or in the right of the corporation to procure a
judgment in its favor or in a proceeding by or in the right of a shareholder.
Article XI of the Company's By-laws provides that the Company shall indemnify
any director, officer or employee or any former director, officer or employee to
the full extent permitted by law.

The underwriters, if any, will also agree to indemnify the directors
and officers of the Company against certain liabilities asto the extent set forth
in Paragraph 7Section 8 of the UnderwritingDistribution Agreement (see Exhibit 1).

II-1
10

The Company has purchased insurance with respect to, among other
things, the liabilities that may arise under the statutory provisions referred
to above. The directors and officers of the Company also are insured against
certain liabilities, including certain liabilities arising under the Securities
Act of 1933, as amended, which might be incurred by them in such capacities and
against which they are not indemnified by the Company.

ITEMItem 16. EXHIBITS.

1 -- Form of Underwriting Agreement.
4.(a)* -- Indenture, dated as of January 1, 1944 (the "Indenture"), between the Company and
Guaranty Trust Company of New York and The Florida National Bank of Jacksonville,
as Trustees. (Filed as Exhibit B-18 to the Company's Registration Statement on
Form A-2 (No. 2-5293) filed with the SEC on January 24, 1944.)
4.(b)* -- Seventh Supplemental Indenture, dated as of July 1, 1956, between the Company and
Guaranty Trust Company of New York and The Florida National Bank of Jacksonville,
as Trustees, with reference to the modification and amendment of the Indenture.
(Filed as Exhibit 4(b) to the Company's Registration Statement on Form S-3 (No.
33-16788) filed with the SEC on September 27, 1991.)
4.(c)* -- Eighth Supplemental Indenture, dated as of July 1, 1958, between the Company and
Guaranty Trust Company of New York and The Florida National Bank of Jacksonville,
as Trustees, with reference to the modification and amendment of the Indenture.
(Filed as Exhibit 4(c) to the Company's Registration Statement on Form S-3 (No.
33-16788) filed with the SEC on September 27, 1991.)
4.(d)* -- Sixteenth Supplemental Indenture, dated as of February 1, 1970, between the
Company and Morgan Guaranty Trust Company of New York and The Florida National
Bank of Jacksonville, as Trustees, with reference to the modification and
amendment of the Indenture. (Filed as Exhibit 4(d) to the Company's Registration
Statement on Form S-3 (No. 33-16788) filed with the SEC on September 27, 1991.)
4.(e)* -- Twenty-Ninth Supplemental Indenture dated as of September 1, 1982, between the
Company and Morgan Guaranty Trust Company of New York and Florida National Bank,
as Trustees, with reference to modification and amendment of the Indenture. (Filed
as Exhibit 4(c) to the Company's Registration Statement on Form S-3 (No. 2-79382)
filed with the SEC on September 17, 1982.)
4.(f) -- Thirty-Eighth Supplemental Indenture dated as of July 25, 1994, between the
Company and First Chicago Trust Company of New York, as successor Trustee, Morgan
Guaranty Trust Company of New York, as resigning Trustee, and First Union National
Bank of Florida, as resigning Co-Trustee, with reference to confirmation of First
Chicago Trust Company of New York as successor Trustee under the Indenture.
4.(g) -- Form of Supplemental Indenture between the Company and First Chicago Trust Company
of New York, as Trustee, with reference to the New Bonds.
5 -- Opinion of Kenneth E. Armstrong, Esq. regarding the legality of the New Bonds to
be issued.
12 -- Statement regarding computation of ratio of earnings to fixed charges.
24.(a) -- Consent of KPMG Peat Marwick, independent certified public accountants.
24.(b) -- Consent of Kenneth E. Armstrong, Esq. is contained in his opinion filed as Exhibit
5.
25 -- Powers of Attorney are included on the signature page of this Registration
Statement.
26 -- Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of
First Chicago Trust Company of New York.
27* -- Form of Invitation for Competitive Bids. (Filed as Exhibit 27 to the Company's
Registration Statement on Form S-3 (No. 33-57370) filed with the SEC on January
26, 1993.Exhibits.

1 Form of Amended and Restated Distribution Agreement.

4* Indenture dated as of August 15, 1992, between the Company and The
First National Bank of Chicago, successor Trustee. (Filed as Exhibit
4(a) to the Company's Registration Statement on Form S-3
(No. 33-50908), as filed with the SEC on August 17, 1992.)

5 Opinion of Kenneth E. Armstrong, Esq. regarding the legality of the
Notes to be issued.

12 Statement regarding computation of ratio of earnings to fixed charges.

23.(a) Consent of KPMG Peat Marwick LLP.

23.(b) Consent of Kenneth E. Armstrong, Esq. is contained in his opinion
filed as Exhibit 5.

24 Powers of Attorney are included on the signature page of this
Registration Statement.

25 Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939 of The First National Bank of Chicago.

- ------------------------
* Incorporated herein by reference.

II-2

ITEMItem 17. UNDERTAKINGS.Undertakings.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the
effective date of thethis registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, representrepresents a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;

provided, however, that paragraphs (i) and (ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

The undersigned registrant hereby undertakes to use its best efforts to
distribute prior to the opening of bids, to prospective bidders, underwriters
and dealers, a reasonable number of copies of a prospectus which at that time
meets the requirements of Section 10(a) of the Securities Act of 1933, and
relating to the securities offered at competitive bidding, as contained in the
registration statement, together with any supplements thereto.II-3

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions described in Item 15, or otherwise,
the registrant has been advisedinformed that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is therefore unenforceable. In the event that
a claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

II-3II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of St. Petersburg, State of Florida, on the 29th16th day of
August, 1994.April, 1996.

FLORIDA POWER CORPORATION

By: /s/ Allen J. Keesler, Jr.
--------------------------------------
Allen J. Keesler, Jr.,Joseph H. Richardson
-----------------------------------
Joseph H. Richardson, President
and Chief ExecutiveOperating Officer

KNOW ALL MEN BY THESE PRESENTS that each of the undersigned officers
and directors of Florida Power Corporation (the "Company"), a Florida
corporation, for himself or herself and not for one another, does hereby
constitute and appoint KENNETH E. ARMSTRONG, DAVID R. KUZMA, JEFFREY R. HEINICKAJAMES V. SMALLWOOD and DOUGLAS E.
WENTZ, and each of them, a true and lawful attorney in his or her name, place
and stead, in any and all capacities, to sign his or her name to any and all
amendments, including post-effective amendments, to this registration statement, with respect to the proposed issuance, sale and delivery by the
Company of its First Mortgage Bonds,
and to cause the same to be filed with the Securities and Exchange Commission,
granting unto said attorneys and each of them full power and authority to do and
perform any act and thing necessary and proper to be done in the premises, as
fully to all intents and purposes as the undersigned could do if personally
present, and each of the undersigned for himself or herself hereby ratifies and
confirms all that said attorneys or any one of them shall lawfully do or cause
to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the datedates indicated.

SIGNATURE TITLE DATE
--------------------------------------------- ------------------------- -----------------

(i) /s/ ALLEN J. KEESLER, JR. President, Chief August 29, 1994
--------------------------------------------- Executive Officer and
Allen J. Keesler, Jr. Director
Principal Executive Officer

(ii) /s/ JEFFREY R. HEINICKA Senior Vice President August 29, 1994
--------------------------------------------- and Chief Financial
Jeffrey R. Heinicka Officer
Principal Financial Officer

(iii) /s/ JOHN SCARDINO, JR. Vice President and August 29, 1994
---------------------------------------------Signature Title Date

(i) /s/ Richard Korpan Chairman of the Board, April 16, 1996
---------------------------- Chief Executive Officer
Richard Korpan and Director
Principal Executive Officer

(ii) /s/ Jeffrey R. Heinicka Senior Vice President and April 16, 1996
---------------------------- Chief Financial Officer
Jeffrey R. Heinicka
Principal Financial Officer

(iii) /s/ John Scardino, Jr. Vice President and April 16, 1996
---------------------------- Controller
John Scardino, Jr.
Principal Accounting Officer

II-4II-5

(iv) A majority of the Directors, including (i) above:

SIGNATURE TITLE DATE
---------------------------------------------Signature Title Date

/s/ R. Mark Bostick Director April 16, 1996
- -----------------------
R. Mark Bostick

/s/Jack B. Critchfield Director April 16, 1996
- -----------------------
Jack B. Critchfield

/s/ Allen J. Keesler, Jr. Director April 16, 1996
- -------------------------
Allen J. Keesler, Jr.

/s/ Frank C. Logan Director April 16, 1996
- ------------------------
Frank C. Logan

/s/ Clarence V. McKee Director April 16, 1996
- ----------------------
Clarence V. McKee

/s/ Joseph H. Richardson Director April 16, 1996
- --------------------------
Joseph H. Richardson

/s/ Joan D. Ruffier Director April 16, 1996
- ------------------------- -----------------

/s/ JACK B. CRITCHFIELD Chairman of the Board August 29, 1994
--------------------------------------------- Director
Jack B. Critchfield

/s/ R. MARK BOSTICK Director August 29, 1994
--------------------------------------------
R. Mark Bostick

/s/ RICHARD KORPAN Director August 29, 1994
--------------------------------------------
Richard Korpan

/s/ FRANK C. LOGAN Director August 29, 1994
--------------------------------------------
Frank C. Logan

/s/ CLARENCE V. McKEE Director August 29, 1994
--------------------------------------------
Clarence V. McKee

/s/ JOAN D. RUFFIER Director August 29, 1994
-------------------------------------------
Joan D. Ruffier

/s/ JEAN GILES WITTNER Director August 29, 1994
------------------------------------------- Jean Giles Wittner

II-5Director April 16, 1996
- --------------------------
Jean Giles Wittner

P:\POWER.MTN\REGSTMT.96

II-6

EXHIBIT INDEX

Exhibit
No. Exhibit

Number -------1 Form of Amended and Restated Distribution Agreement.

4* Indenture, dated as of August 15, 1992, between the Company and The
First National Bank of Chicago, successor Trustee. (Filed as Exhibit
4(a) to the Company's Registration Statement on Form S-3
(No. 33-50908), as filed with the SEC on August 17, 1992.)

5 Opinion of Kenneth E. Armstrong, Esq. regarding the legality of the
Notes to be issued.

12 Statement regarding computation of ratio of earnings to fixed charges.

23.(a) Consent of KPMG Peat Marwick LLP, independent certified public
accountants.

23.(b) Consent of Kenneth E. Armstrong, Esq. is contained in his opinion
filed as Exhibit 5.

24 Powers of Attorney are included on the signature page of this
Registration Statement.

25 Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939 of The First National Bank of Chicago.

- -----------

- ------------------------
* Incorporated herein by reference.

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