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 March 31, 1996
                                            ______________
                 

                                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 Identification No.)
incorporation or organization)

          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 April 30, 1996:   
152,086,922.


                  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 March 31, 1996.
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 and Twelve Months Ended March 31, 1996,
            As Compared With the Corresponding Periods One Year Earlier
            ___________________________________________________________


   Operating Revenues: For the three and twelve months ended March 31, 1996,
operating revenues increased due to the following factors (in millions):

                             Three Months             Twelve Months
                             ____________             _____________

Customer Growth/Changes                                     
   In Usage Patterns           $  15                    $   81 

Weather                           31                       111

Price                            (15)                      (48)

Other                             24                        58 
                               _____                     _____
     Total                      $ 55                     $ 202 
                               =====                     =====

    The increase in the weather component of revenue for the three months ended
March 31, 1996, is the result of colder weather in the current period as 
compared to the prior period, which was milder than normal.  The twelve-month
increase lso reflects more extreme weather patterns in the current period than
in the prior period. Approximately $13 million of the decrease in the price 
componet of revenue for the three-month period and approximately $32 million for
the twelve-month period are attributable to a decrease in the fuel cost 
component of revenue. In addition, for the twelve months, the price component
decreased due to the expiration in July 1994 of a North Carolina rate rider
under which the Company was allowed recovery of certain abandoned plant costs. 
This reduction in revenue did not significantly impact net income due to a 
corresponding decrease in amortization expense.  The increase in the other 
component for both periods is due to increased bulk power sales, which reflect 
weather impacts and to the Company's active participation in the bulk power 
market.  The loss of 200 megawatts of load from North Carolina Electric 
Membership Corporation, beginning in January 1996, is included as a reduction 
in the customer growth component.


    Operating Expenses: The increase in fuel expense for the three and twelve
months ended March 31, 1996, is primarily due to a change in the generation mix.
For the three months, fossil generation, as a percentage of total generation,
increased from 43% to 59% and lower-cost nuclear generation decreased from 55%
to 39%. For the twelve months, fossil generation increased from 47% to 57%, and
nuclear generation decreased from 51% to 41%.  The change in the generation mix
is due primarily to the timing of refueling outages of the Company's nuclear
facilities. Also contributing to the increase in fuel expense for both periods
is an increase in total generation due to higher sales.

   Purchased power increased for the three months ended March 31, 1996, due to
reduced purchases from cogenerators in the prior period. For the twelve months
ended March 31, 1996,  purchased power increased due to the reduced purchases
from cogenerators in the prior period ($15 million) and increased purchases from
other utilities ($24 million). These increases were partially offset by a $14
million decrease in purchases from Power Agency, which was primarily due to the
provisions of the Company's 1993 agreement with Power Agency. Pursuant to this
agreement, the Company's buyback percentage of capacity and energy from the
Harris Plant decreased from 50% in 1994 to 33% in 1995 and 1996.

    Excluding the impact of a December 1994 insurance reserve adjustment, which
reduced expense in the prior period, operation and maintenance expense decreased
$20 million for the twelve months ended March 31, 1996.  In the prior year there
were several major fossil plant outages that resulted in higher expense for that
period as compared to the current period.

    For the twelve months ended March 31, 1996, the decrease in depreciation
and amortization reflects the completion of the amortization of abandoned plant
costs for Harris Unit No. 2 ($14 million decrease) and the completion in July
1994 of the amortization of certain abandoned plant costs associated with a 
North Carolina rate rider ($13 million decrease). Partially offsetting the 
decreases was an increase of $11 million in depreciation expense.

    The increase in income tax expense for both periods is primarily due to an
increase in operating income.  

    Other Income: The increase in the income tax credit for the twelve months
ended March 31, 1996, is primarily attributable to lower non-operating income in
the current period. 

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

    Other income, net, decreased for the twelve-month period due to an increase
in charitable contributions of approximately $7 million and decreases in various
income items, none of which is individually significant.

    Interest Charges: Other interest charges increased for the twelve months
ended March 31, 1996, primarily due to a $6 million interest accrual related to
the 1995 North Carolina Utilities Commission Fuel Order.


               Material Changes in Capital Resources and Liquidity
                   From December 31, 1995, to March 31, 1996
                   and From March 31, 1995, to March 31, 1996
               ___________________________________________________

    During the twelve months ended March 31, 1996, the Company issued long-term
debt of $125 million. The Company did not issue long-term debt in the 
three-month period.  The proceeds of this issuance, and/or the issuance of 
short-term debt and internally generated funds, financed the redemption or 
retirement of long-term debt totaling $248 million and $399 million during the 
three and twelve months ended March 31, 1996, respectively.


    In the first quarter of 1996, the Company entered into two new long-term
revolving credit facilities totaling $350 million, which support the Company's
commercial paper borrowings. The Company is required to pay minimal annual
commitment fees to maintain these facilities. Consistent with management's 
intent to maintain its commercial paper on a long-term basis, and as supported 
by its long-term credit facilities, the Company has included in long-term debt 
$339 million of commercial paper outstanding as of March 31, 1996. In addition 
to these new facilities, the Company has other long-term credit agreements 
totaling $235 million and a $100 million short-term credit agreement. 

    The Company's capital structure as of March 31 was as follows: 

                              1996                         1995
                              ____                         ____

Common Stock Equity          49.47%                        48.94%

Long-term Debt               47.83%                        48.37%

Preferred Stock               2.70%                         2.69%

    The Company's First Mortgage Bonds are currently rated "A2" by Moody's
Investors Service, "A" by Standard & Poor's and "A+" by Duff & Phelps.  Moody's
Investors Service, Standard & Poor's 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 repurchase
of up to 10 million shares of the Company's common stock on the open market. In
accordance with the stock repurchase program, the Company has purchased
approximately 8.6 million shares through March 31, 1996.


                      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         )    Not applicable for the
             Securities                   )    quarter ended March 31, 1996.
_______      ____________________         )
                                          )
Item 4.      Submission of Matters to     )
             a Vote of Security Holders   )
_______      __________________________   )



Item 5.      Other Information
_______      _________________

        1.  (Reference is made to the Company's 1995 Form 10-K, Generating
            Capability, paragraph 3, page 6.)  With regard to the Company's
            generation additions schedule, the Company filed an Application
            for a Certificate of Public Convenience and Necessity with the
            North Carolina Utilities Commission (NCUC) on September 27,
            1995, seeking permission to construct 500 MW of combustion
            turbine capacity adjacent to the Company's Lee Steam Electric
            Plant in Wayne County, North Carolina.  The NCUC hearing in this
            matter was held on January 9, 1996, and by order issued March
            21, 1996, the NCUC granted the Company a certificate to
            construct these combustion turbine units.

            The Company issued a Notice of Inquiry (NOI) on March 12, 1996
            concerning short-term power purchases for the peak winter months
            of  1998 and 1999, and the peak summer months of 1998.  The NOI
            was sent to a number of electric utilities, independent power
            producers and power marketers.  The Company has received a
            number of bids, which are under review and evaluation.  The
            Company currently plans to issue a request for bids during the
            second quarter of 1996 relating to its next two blocks of
            capacity additions.  The Company cannot predict the outcome of
            these matters.

        2.  (Reference is made to the Company's 1995 Form 10-K, Competition
            and Franchises, paragraph 1.b., page 8).  On April 24, 1996 the
            Federal Energy Regulatory Commission (FERC) issued its final
            rules on open access transmission and stranded costs and on
            information systems and standards of conduct.  The rule as
            announced will require all transmitting utilities to have on
            file an open access transmission tariff and it contains
            provision for the recovery of stranded costs.  The rule also
            contains numerous other items that could impact the sale of
            electric energy at the wholesale level.  These final rules
            become effective sixty (60) days after the rules are published
            in the Federal Register.  FERC also issued a notice of proposed
            rulemaking (NOPR) on Capacity Reservation Open Access
            Transmission Tariffs.  Comments on this new NOPR are due to FERC
            by August 1, 1996.  The Company cannot predict the outcome of
            this matter.  

            With regard to the issue of retail competition in the Company's
            retail jurisdictions, in 1995, the NCUC concluded that for the
            time being it should monitor developments in other states and at
            the FERC regarding jurisdictional and other issues affecting
            retail competition.  The NCUC also requested that interested
            parties suggest specific issues it should consider in connection
            with this matter.  In response to those suggestions, on April 3,
            1996, the NCUC issued an order seeking comments regarding the
            impact of retail competition on system reliability, obligation
            to serve, stranded costs and ancillary costs.  These comments
            are due June 3, 1996.  The NCUC continues to believe there is no
            need to hold hearings at this time.  The Company cannot predict
            the outcome of this matter.

        3.  (Reference is made to the Company's 1995 Form 10-K, Competition
            and Franchises, paragraph 1.f., page 10.)  On April 26, the
            Joint Utility Review Committee adopted a resolution stating
            "that no further amendments to Chapter 62 of the General
            Statutes are necessary at this time to encourage the
            construction of new interstate pipelines in North Carolina (and)
            that the Committee will continue to review the efforts to expand
            natural gas service in North Carolina on a regular basis, as the
            Committee has done since 1987."  The Company cannot predict the
            outcome of this matter.

        4.  (Reference is made to the Company's 1995 Form 10-K, Financing
            Program, paragraph 4, page 12.)  Additional retirements and
            redemptions during 1996 were as follows:

            -- The retirement on April 1, 1996, of $30 million principal
               amount of First Mortgage Bonds, 5.125% Series, which matured
               on that date.

            -- The redemption on April 1, 1996, of $100 million principal
               amount of First Mortgage Bonds, 9% Series due April 1, 2022,
               at 105.89% of the principal amount of such bonds plus accrued
               interest to the date of redemption.

        5.  (Reference is made to the Company's 1995 Form 10-K, Retail Rate
            Matters, paragraph 3, page 14.)  With regard to the South
            Carolina Public Service Commission's (SCPSC) proceeding to
            consider the Company's 1995 Integrated Resource Plan, the South
            Carolina Consumer Advocate and Nucor Corporation have intervened
            in this proceeding.  The Company cannot predict the outcome of this 
            matter.

        6.  (Reference is made to the Company's 1995 Form 10-K, Retail Rate
            Matters, paragraph 5, page 14.)  With regard to the Company's
            spring 1996 South Carolina fuel case hearing, by order dated
            March 29, 1996, the SCPSC granted the Company's request to
            maintain the fuel factor at its current level of 1.34 cents/kWh
            for the six month period from April 1, 1996 through September 30,
            1996.

        7.  (Reference is made to the Company's 1995 Form 10-K, Retail Rate
            Matters, paragraph 6, page 15.)  With regard to the Company's
            South Carolina avoided cost proceeding, the SCPSC has opened
            Docket No. 95-1192-E to establish avoided cost rates for all
            electric utilities in South Carolina, and hearings are scheduled
            for August 8 and 9, 1996.

        8.  (Reference is made to the Company's 1995 Form 10-K, Wholesale
            Rate Matters, paragraph 2.a., page 15.)  With regard to the
            offer of settlement the Company filed with the FERC on February
            6, 1996, concerning the return on equity (ROE) in connection
            with the formula rates provided in the Power Coordination
            Agreement dated August 27, 1993, between the Company and the
            North Carolina Electric Membership Corporation, on April 11,
            1996 the FERC issued an order approving the 10.75% ROE and
            ordered refunds of excess revenues collected since January 1,
            1996.  These refunds are not material to the results of
            operations of the Company.

        9.  (Reference is made to the Company's 1995 Form 10-K,
            Environmental Matters, paragraph 3, page 16.)  By letter dated
            March 7, 1996, the Environmental Protection Agency (EPA)
            notified the Company that it is a potentially responsible party
            (PRP) with respect to the disposal of hazardous substances at
            the Cherokee Oil Company (Cherokee) sites in Charlotte, North
            Carolina.  The materials sent from the Company's facilities to
            the Cherokee sites were associated with tank cleanings at the
            Company's former Wilmington Oil Terminal.  The EPA has performed
            removal actions at the sites and is now seeking information for
            purposes of cost recovery.  Although the Company cannot predict
            the outcome of this matter, it does not anticipate costs
            associated with this site will be material to the results of
            operations of the Company.


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:


      Date of Report
  (Earliest Event Reported)         Date of Signature         Items Reported
  _________________________         _________________         ______________

        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    
                                    Executive Vice President 


                             By    /s/ Mark F. Mulhern        
                                   Vice President and Controller
                                   (and Principal Accounting Officer)

Date:    May 14, 1996