UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D. C.  20549

                                  FORM 10-Q
(Mark One)

[ X ]       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                 OF THE SECURITIES EXCHANGE ACT OF 1934

            For the quarterly period ended  September 30, 1995
                                            __________________

                                  OR

[   ]       TRANSITION REPORT PURSUANT TO SECTION 13 OR
            15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

            For the transition period from  _______ to _________
                        

            Commission file number 1-3382
                                   ______

                   CAROLINA POWER & LIGHT COMPANY                  
                   ______________________________
         (Exact name of registrant as specified in its charter)

     North Carolina                              56-0165465                    
     ______________                            ________________
(State or other jurisdiction of              (I.R.S. Employer 
 incorporation or organization)               Identification No.)


     411 Fayetteville Street, Raleigh, North Carolina 27601-1748
     ___________________________________________________________
             (Address of principal executive offices)
                             (Zip Code)

                             919-546-6111
                             ____________
        (Registrant's telephone number, including area code)


__________________________________________________________________________
(Former name, former address and former fiscal year, if changed since last
                               report)

    Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing
requirements for the past 90 days.    Yes  X .  No   .


                APPLICABLE ONLY TO CORPORATE ISSUERS:

    Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date.  Common Stock (Without Par Value) shares outstanding at
October 31, 1995:   153,889,022



                         PART I.  FINANCIAL INFORMATION

Item 1.     Financial Statements
______      ____________________

         Reference is made to the attached Appendix containing
the Consolidated Interim Financial Statements for the periods
ended September 30, 1995. The amounts are unaudited but, in the
opinion of management, reflect all adjustments necessary to fairly
present the Company's financial position and results of operations
for the interim periods.

Item 2.     Management's Discussion and Analysis of Financial
            Condition and Results of Operations
______      _________________________________________________


                          Results of Operations
        For the Three, Nine and Twelve Months Ended September 30, 1995,
          As Compared With the Corresponding Periods One Year Earlier
        _______________________________________________________________


       Operating Revenues: For the three, nine and twelve months
ended September 30, 1995, operating revenues increased due to the
following factors (in millions):

                              Three Months   Nine Months   Twelve Months
                              ____________   ___________   _____________

Customer Growth/Changes                           
   In Usage Patterns            $33             $88            $118 

Weather                          31               7             (25)

Price                            (6)            (55)            (73)

Sales to North Carolina Eastern
 Municipal Power Agency           1             (21)            (27)

Sales to Other Utilities         11              29              36 
                                ___             ___            ____ 
     Total                     $ 70            $ 48            $ 29
                               ====            ====            ====

    The increase in the weather component of revenue for the
three months ended September 30, 1995, is the result of warmer
weather in the current period as compared to the prior period. 
The decrease in the price component of revenue for the nine- and
twelve-month periods is due primarily to the expiration in July
1994 of a North Carolina rate rider under which the Company was
allowed recovery of abandoned plant costs.  The reduction in
revenue did not significantly impact net income due to a
corresponding decrease in amortization expense.  In addition,
approximately $15 million of the price component decrease for the
nine-month period and approximately $20 million for the twelve-
month period is attributable to a decrease in the fuel cost
component of revenue. Sales to North Carolina Eastern Municipal
Power Agency (Power Agency) decreased for the nine- and twelve-
month periods due to greater availability of the jointly-owned
generating units. Sales to other utilities increased for the nine-
and twelve-month periods due to greater availability of the
Company's generating units. In addition, the Company was more
active in the bulk power market, contributing to the increase in
sales to other utilities for all periods. 

    Operating Expenses: The increase in fuel for generation for
the three and nine months ended September 30, 1995, is primarily
the result of 9% and 7% increases in total generation,
respectively.  Also contributing to the increase for the three-
month period is a decrease in lower-cost nuclear generation
primarily attributable to a nuclear plant outage during the
current period.  Despite a 6% increase in total generation, fuel
for generation decreased for the twelve months ended
September 30, 1995, due to greater availability of the Company's
nuclear generating units in the current period.  During this
period, lower-cost nuclear generation, as a percentage of total
generation, increased and higher-cost fossil generation
correspondingly decreased.

    For the three months ended September 30, 1995, deferred fuel
cost decreased primarily due to higher fuel costs resulting from a
nuclear plant outage in the current period.  In addition, greater
demand in the current period resulted in increased generation at
the higher-cost fossil plants.

    Purchased power decreased for the nine and twelve months
ended September 30, 1995, due to reduced purchases from Power
Agency in accordance with the Harris Plant buyback agreement that
stipulates a decrease in the buyback percentage from 50% in 1993
and 1994 to 33% in 1995.  For the twelve-month period, the
decrease also reflects lower purchases from other utilities, as a
result of greater availability of Company generating facilities in
the current period. For the three-month period, purchased power
increased due to increased purchases from other utilities as a
result of warmer weather and a nuclear plant outage in the current
period.

    For the nine and twelve months ended September 30, 1995,
maintenance expense decreased due to shorter nuclear outages in
the current periods as compared to the prior periods.  The
increase in the three-month period is primarily due to a nuclear
plant outage during the current period.

    For all periods, the decreases in depreciation and
amortization reflect the completion of the amortization of
abandoned plant costs for Harris Unit No. 2.  For the nine- and
twelve-month periods, the decrease also reflects the completion of
amortization of costs associated with the North Carolina rate
rider. 

    The increase in income tax expense for all periods is
primarily due to an increase in operating income.  Additionally,
contributing to the increase for the nine- and twelve-month periods is a
reduction of expense in the prior periods related to certain Internal 
Revenue Service (IRS) audit issues.

    Other Income (Expense): The increase in the income tax
credit for all periods ended September 30, 1995, is primarily
attributable to lower non-operating income in the current periods.

    The decrease in Harris Plant carrying costs for the twelve
months ended September 30, 1995, is primarily related to the
Company's settlement with North Carolina Electric Membership
Corporation in 1993.

    The decrease in interest income for the nine- and twelve-
month periods is primarily due to the June 1994 recording of
interest income related to certain IRS audit issues.

    Interest Charges: Other interest charges increased for all
periods ended September 30, 1995, primarily due to a $6 million
interest accrual related to the 1995 North Carolina Utilities
Commission Fuel Order.  Due to the improved performance of the
Company's nuclear facilities during the test year ended March 31,
1995, the fuel component of customer rates exceeded actual fuel
costs incurred.  As a result, the Company must refund this over-
recovery of fuel cost with interest over the twelve month period
beginning September 15, 1995.


         Material Changes in Capital Resources and Liquidity
           From December 31, 1994, to September 30, 1995
         and From September 30, 1994, to September 30, 1995
         __________________________________________________


    During the nine and twelve months ended September 30, 1995,
the Company issued long-term debt of $185 million and $235
million, respectively.  The proceeds of these issuances, along
with the issuance of short-term debt and internally generated
funds, financed the redemption or retirement of long-term debt
totaling $252 million during the nine and twelve months ended
September 30, 1995.

    In order to provide flexibility in the timing and amounts of
long-term financing, the Company uses short-term financing in the
form of commercial paper backed by revolving credit agreements. As
of September 30, 1995, the Company's credit facilities total $285
million, consisting of long-term agreements totaling $185 million
and a $100 million short-term agreement.  The Company had $17
million of commercial paper outstanding at September 30, 1995. 

    The Company's capital structure as of September 30 was as
follows: 

                                  1995              1994
                                  ____              ____

Common Stock Equity              48.22%            49.82%

Long-term Debt                   49.15%            47.46%

Preferred Stock                   2.63%             2.72%


    The Company's First Mortgage Bonds are currently rated "A2"
by Moody's Investors Service, "A" by Standard & Poors and "A+" by
Duff & Phelps.  Moody's Investors Service, Standard & Poors and
Duff & Phelps have rated the Company's commercial paper "P-1", "A-
1" and "D-1" respectively.

    In 1994, the Board of Directors of the Company authorized
the Executive Committee of the Board to repurchase up to 10
million shares of the Company's common stock on the open market.
Under this stock repurchase program, the Company has purchased
approximately 6.8 million shares from July 1994 through September
1995. The decrease in average common shares outstanding resulted
in an increase in earnings per common share of approximately $.04,
$.07 and $.07 for the three, nine and twelve months ended
September 30, 1995, respectively.

                 Impact of New Accounting Standard
                 _________________________________

    The Financial Accounting Standards Board has issued
Statement of Financial Accounting Standards No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets
to be Disposed of."  The provisions of the Statement, which must
be implemented by the Company for the year beginning January 1,
1996, require a review of long-lived assets and certain
identifiable intangibles for impairment whenever events or changes
in circumstances indicate the carrying amount may not be
recoverable.  If such a review indicates that the carrying amount
of an asset is not recoverable, an impairment loss must be
recognized. The Company's initial review indicates that the
implementation of this Statement will not have a material impact
on the results of operations.  In accordance with the requirements
of the Statement, the Company will periodically review its long-
lived assets to determine if an impairment loss exists.


                   PART II.  OTHER INFORMATION


Item 1.    Legal Proceedings
______     _________________

Legal aspects of certain matters are set forth in Item 5 below.  


Item 2.    Changes in Securities            )
______     _____________________            )
                                            )
                                            )  
Item 3.    Defaults upon Senior Securities  )   Not applicable
_______    _______________________________  )   for the quarter
                                            )   ended September 30, 1995.
                                            )
                                            )
Item 4.    Submission of Matters to a Vote  )
           of Security Holders              )
______     _______________________________  )


Item 5.    Other Information
______     _________________


        1.   (Reference is made to the Company's 1994 Form 10-K
             General, page 3, paragraph 4.a.).  A 60-minute
             system peak demand record of 10,156 megawatts (MW)
             was reached on August 14, 1995.  At the time of
             this peak demand, the Company's capacity margin
             based on installed capacity (less unavailable
             capacity) and scheduled firm purchases and sales
             was approximately 5.45%.

        2.   (Reference is made to the Company's 1994 Form 10-
             K, Generating Capability, page 4, paragraph 3.) 
             With regard to the Company's plan to construct ten
             new combustion turbine generating units adjacent
             to the Company's Lee Steam Electric Plant in Wayne
             County, North Carolina, on September 27, 1995, the
             Company filed an Application for a Certificate of
             Public Convenience and Necessity with the North
             Carolina Utilities Commission (NCUC) seeking
             permission to construct combustion turbines with a
             combined capacity of 500 MW at the Wayne County
             site.  The units are scheduled to begin commercial
             service in 1998.  The NCUC hearing in this matter
             is scheduled for January  9, 1996.   Although the
             Company's resource addition plans have not
             changed, the Company elected not to seek
             permission at the present time to construct the
             entire amount of capacity as set forth in its
             preliminary plans so that it can evaluate other
             resource options.  The Company cannot predict the
             outcome of this matter. 

        3.   (Reference is made to the Company's 1994 Form 10-
             K, Competition and Franchises, page 8, paragraph
             1.b.  Reference is also made to the Company's Form
             10-Q for the quarter ended March 31, 1995, Item 5,
             paragraph 1.)  With regard to the Notice of
             Proposed Rulemaking (Proposal) issued by the
             Federal Energy Regulatory Commission (FERC) on
             March 29, 1995, that would establish guidelines
             for wholesale wheeling of electric power, the
             Company filed comments regarding the Proposal with
             the FERC on August 7, 1995. In those comments, the
             Company disagreed with the FERC's approach to
             regulating wholesale wheeling, and indicated that
             in issuing the proposed guidelines the FERC
             exceeded its authority.  The Company also
             suggested ways to improve the proposed guidelines,
             in the event that they are enacted.  On August 11,
             1995, the Company filed comments concerning the
             FERC's inquiry regarding the potential
             environmental impact of the Proposal.  In those
             comments, the Company questioned whether the FERC
             had complied with the requirements of the National
             Environmental Policy Act.   On October 4, 1995, 
             the Company filed reply comments which addressed a
             number of specific points made in the initial
             comments other parties filed regarding the
             Proposal.  The Company cannot predict the outcome
             of this matter.

        4.   (Reference is made to the Company's 1994 Form 10-
             K, Competition and Franchises, page 8,
             paragraph 1.b.  Reference is also made to the
             Company's Form 10-Q for the quarter ended
             June 30, 1995, Item 5, paragraph 1.)  With regard
             to the petition filed with the NCUC on February 8,
             1995  by the Carolina Utility Customers
             Association, Inc. requesting that the NCUC hold a
             generic hearing to address various retail wheeling
             issues, in an order dated July 21, 1995, the NCUC
             requested that interested parties suggest specific
             issues for further consideration.   On September
             19, 1995, the Company  filed with the NCUC a list
             of specific issues it believes should be addressed
             prior to any form of retail wheeling being allowed
             in the state of North Carolina.  The issues
             include, but are not limited to, (i) concerns
             about system planning and service reliability;
             (ii) the drastic changes to the laws governing
             utility regulation that would need to be
             implemented before retail wheeling could be
             allowed; (iii) whether retail choice promotes cost
             reduction rather than cost shifting; and (iv) how
             will stranded costs be determined and recovered.
             The Company cannot predict the outcome of this
             matter.

        5.   (Reference is made to the Company's 1994 Form 10-
             K, Competition and Franchises, page 8,
             paragraph 1.d.  Reference is also made to the
             Company's Form 10-Q for the quarter ended June 30,
             1995, Item 5, paragraph 3.)  With regard to the
             bids submitted by the Company in response to North
             Carolina Electric Membership Corporation's (NCEMC)
             two requests for proposals, on September 13, 1995,
             NCEMC notified the Company that it had decided to
             suspend negotiations regarding the Company's bids
             at this time, but requested that the Company leave
             its bids open for future consideration.   Under
             the terms of the Power Coordination Agreement,
             dated August 27, 1993, between the Company and
             NCEMC, reductions in the baseload capacity NCEMC
             purchases from the Company beyond the year 2000
             are subject to specific limits and require five
             years notice.  NCEMC has not officially notified
             the Company that the baseload power to be supplied
             to NCEMC by the Company beginning in 2001 will be
             provided by another entity.  The Company cannot
             predict the outcome of this matter.

        6.   (Reference is made to the Company's 1994 Form 10-
             K, Financing Program, page 10, paragraph 5.)  As
             of September 30, 1995, the Company's credit
             facilities total $285 million, consisting of long-
             term agreements totaling $185 million and a $100
             million short-term agreement.

         7.  (Reference is made to the Company's 1994 Form 10-
             K, Retail Rate Matters, page 12,  paragraph 3. 
             Reference is also made to the Company's Form 10-Q
             for the quarter ended June 30, 1995, Item 5,
             paragraph 7.)  With regard to the Company's 1995
             Integrated Resource Plan (IRP), which was filed
             with the NCUC on April 28, 1995, by order dated
             September 8, 1995, the NCUC revised the filing and
             hearing schedule in this proceeding.  The NCUC has
             indefinitely postponed the hearing that was
             scheduled for October 10, 1995, in order to better
             identify and refine the evidentiary issues so that
             the hearing can be more clearly focused and
             efficiently managed.  The order also required all
             parties not previously filing testimony to file
             comments on the utilities' prefiled testimony by
             October 10, 1995, and allowed all parties to file
             reply comments by October 23, 1995.  In a
             subsequent order, the NCUC established November 7,
             1995 as the deadline for intervenors to respond to
             the reply comments, and allowed the electric
             utilities to file rebuttal comments by November
             14, 1995.  The Company cannot predict the outcome
             of this matter.

         8.  (Reference is made to the Company's 1994 Form 10-
             K, Retail Rate Matters, page 12,  paragraph 5. 
             Reference is also made to the Company's Form 10-Q
             for the quarter ended June 30, 1995, Item 5,
             paragraph 8.)  With regard to the Company's annual
             North Carolina fuel case proceeding, by order
             dated September 6, 1995, the NCUC approved the
             Company's request for a reduction in  the fuel
             expense portion of the Company's rates, reflecting
             the Company's improved nuclear performance, and
             refunding approximately  $44 million
             in fuel-related revenues, which exceeded actual
             costs for the test period, and $6 million in
             related interest.  The new fuel factor became
             effective on September 15, 1995, and will remain
             in effect for one year.

             With regard to the South Carolina jurisdiction,
             the Company's fall 1995 fuel case hearing was held
             on September 13, 1995, and by order dated
             September 25, 1995, the South Carolina Public
             Service Commission (SCPSC) approved the
             continuation of the existing fuel factor of 1.34
             cents/kwh for the six month period October 1, 1995
             through March 31, 1996, as requested by the
             Company.

         9.  (Reference is made to the Company's 1994 Form 10-
             K, Nuclear Matters, page 19, paragraph 7.b.)  With
             regard to the Individual Plant Examinations (IPEs)
             required by the Nuclear Regulatory Commission, in
             June 1995, the Company completed and submitted the
             results of the second phase of the IPEs (for
             externally initiated events) for the Company's
             three nuclear plants.  The results of the IPEs
             indicated that some procedural changes may be
             required for the Harris and Brunswick Plants. 
             Those results also indicated that both minor
             procedural changes and minor plant modifications
             may be required for the Robinson Plant.  Although
             the Company cannot predict at this time the exact
             magnitude of the financial and operational impacts
             of the second phase of the IPEs, it does not
             expect those impacts to be material to the results
             of operations of the Company.
        
         10. (Reference is made to the Company's 1994 Form 10-
             K, Other Matters, page 27, paragraph 2.  Reference
             is also made to the Company's Forms 10-Q for the
             quarter ended March 31, 1995, Item 5, paragraph 6,
             and for the quarter ended June 30, 1995, Item 5,
             paragraph 17.) With regard to the independent
             safety inspection report for the Marshall
             Hydroelectric Project, on August 17, 1995, a
             meeting was held between the Company and the FERC
             to discuss the FERC's June 15, 1995, request for
             further analyses.  As a  result of that meeting,
             the Company submitted the first phase of the
             requested analyses to the FERC by letter dated
             September 15, 1995.  The Company cannot predict
             the outcome of this matter.

        11.  (Reference is made to the Company's 1994 Form 10-
             K, Other Matters, page 27, paragraph 4.  Reference
             is also made to the Company's Form 10-Q for the
             quarter ended June 30, 1995, Item 5, paragraph
             18.)  With regard to the tax refund dispute (Civil
             Action No. 5:94-CV-313-BR3) in which the Company
             is seeking a refund of certain tax and interest
             related to the Harris Plant depreciation
             deductions that were previously disallowed by the
             Internal Revenue Service,  on August 31, 1995, the
             U.S. Government (Government) filed a Motion for
             Summary Judgment.  The Company filed a response in
             opposition to the Government's Motion.  By Order
             dated October 18, 1995, the court denied the
             Government's Motion for Summary Judgment.  It is
             anticipated that a trial in this matter will begin
             in late 1995 or early 1996.  The Company cannot
             predict the outcome of this matter.
        
        12.  (Reference is made to the Company's 1994 Form 10-
             K, Other Matters, page 27, paragraph 6.  Reference
             is also made to the Company's Form 10-Q for the
             quarter ended March 31, 1995, Item 5, paragraph
             9.)  With regard to the Company's wholly-owned
             subsidiary, CaroNet, Inc. (CaroNet), in addition
             to participating in the regional partnership that
             will operate a personal communications services
             system, CaroNet plans to provide intrastate and
             interstate telecommunications services as a
             wholesaler.  On  May 15, 1995 and May 22, 1995,
             CaroNet filed  applications with the NCUC and  the
             SCPSC, respectively, for a Certificate of Public
             Convenience and Necessity, seeking permission to
             provide wholesale intrastate telecommunications
             services in North Carolina and South Carolina.  By
             order dated November 3, 1995, the NCUC stated that
             it will no longer regulate the provision of
             wholesale intrastate telecommunications services. 
             As a result of this order, the application CaroNet
             filed with the NCUC will be withdrawn.  The
             hearing regarding the application filed with the
             SCPSC was held on November 1, 1995, but the SCPSC
             has not yet issued its decision.  The Company
             cannot predict the outcome of this matter.


Item 6.      Exhibits and Reports on Form 8-K
______       ________________________________

             (a)  Exhibits

             None.

             (b)  Reports on Form 8-K filed during or with respect
                  to the quarter

             None.


    
                              SIGNATURES


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



                       CAROLINA POWER & LIGHT COMPANY 
                                                    
                             (Registrant)




                 By:   /s/ Glenn E. Harder
                       Executve Vice President 
                       and Chief Financial Officer
                                           


                             
Date:   November 9, 1995