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 June 30, 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 incorporation  (I.R.S. Employer 
             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 July 31, 1996: 151,953,422.



                           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 June 30, 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, Six and Twelve Months Ended June 30, 1996, 
        As Compared With the Corresponding Periods One Year Earlier
        ___________________________________________________________

     Operating Revenues: For the three, six and twelve months ended June 30,
1996, operating revenues were affected by the following factors (in millions):

                 Three Months       Six Months          Twelve Months
                 ____________       __________          _____________


Weather                  $ 21         $  52                $  152 

Customer Growth/Changes
 In Usage Patterns         10            45                    75

NCEMC Load Loss           (20)          (39)                  (40)

Price                     (13)          (28)                  (41)

Other                       6            29                    65 
                          ____          ____                  ____
 Total                    $ 4         $  59                 $ 211
                          ====          ====                  ====

     The increase in the weather component of revenue for the three months
ended June 30, 1996, is the result of warmer than normal weather in the 
current period.  The six and twelve-month increases reflect milder than 
normal weather in the prior period compared to more extreme weather patterns 
in the current period.   The loss of 200 megawatts of load from North 
Carolina Electric Membership Corporation began in January 1996.  For all 
periods, the majority of the decrease in the price component of revenue is 
attributable to a decrease in the fuel cost component of revenue.
The increase in other for the six and twelve months is primarily due to
increased bulk power sales, which reflect weather impacts and the Company's 
active participation in the bulk power market. 

     Operating Expenses:   Purchased power increased for the twelve months
ended June 30, 1996, due to increased purchases from cogenerators 
($9 million) and from other utilities ($29 million).  The increase in 
purchases from cogenerators was the result of certain cogenerators being 
shut down in the prior year.  Partially offsetting the increased purchases 
was a $10 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.


     For the three and six months ended June 30, 1996, operation and
maintenance expense decreased primarily due to increased expenses in the
prior periods due to the timing of nuclear plant outages.  Excluding the
impact of a December 1994 insurance reserve adjustment, which reduced 
expense in the twelve month prior period, operation and maintenance 
expense decreased $37 million for the twelve months ended June 30, 1996 
due to cost-cutting efforts and outage timing.  In the prior period there 
were several major fossil and nuclear plant outages that resulted
in higher expense for that period as compared to the current period.

     The increase in income tax expense for all periods is due to an increase
in operating income and a reserve recorded for potential audit issues in 
open tax years.  

     Other Income: The increase in the income tax credit for the twelve
months ended June 30, 1996, is primarily attributable to lower 
non-operating income in the current period. 

     Interest Charges: Other interest charges increased for the twelve months
ended June 30, 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 June 30, 1996
                    and From June 30, 1995, to June 30, 1996
                    ________________________________________

     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 $350 million of commercial paper outstanding as 
of June 30, 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 did not issue long-term debt in the twelve-month period
ended June 30, 1996.  The proceeds of the issuance of short-term debt 
and/or internally generated funds financed the redemption or retirement 
of long-term debt totaling $378 million and $426 million during the six
and twelve months ended June 30, 1996, respectively.

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

                           1996                  1995
                           ____                  ____

Common Stock Equity       49.32%                47.98%

Long-term Debt            47.99%                49.37%

Preferred Stock            2.69%                 2.65%


     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 8.8 million shares through June 30, 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 Securities  )  Not applicable for the quarter
                                           )  ended June 30, 1996.
                                           )
                                           )


Item 4.   Submission of Matters to a Vote of Security Holders
_______   ___________________________________________________

          (a) The Annual Meeting of the Shareholders was held on May 8, 1996.

          (b) The meeting involved the election of directors.  Proxies for
              the meeting were solicited pursuant to Regulation 14, there was 
              no solicitation in opposition to the management's nominees as 
              listed below, and all such nominees were elected.

          (c) The Board of Directors' proposal to amend the Company's
              Restated Charter to expand the purposes for which the Company 
              exists and to broaden the powers of the Company was
              approved by the shareholders.  The number of shares voted for 
              the amendment was 130,408,274, and the number of shares voted 
              against the amendment was 2,117,895.

              The total votes for the election of directors were as follows:


              Class I               Votes For          Votes Withheld
              _______               _________          ______________
      (Term Expiring in 1999)

       Leslie M. Baker, Jr.         132,601,648           2,750,919
       William O. McCoy             132,713,230           2,639,337
       Sherwood H. Smith, Jr.       132,665,812           2,686,755
       J. Tylee Wilson              132,637,529           2,715,038


Item 5.   Other Information
_______   __________________


          1.  (Reference is made to the Company's 1995 Form 10-K, Generating
              Capability, paragraph 3, page 6.  Reference is also made to 
              the Company's Form 10-Q for the quarter ended March 31,
              1996, Item 5, paragraph 1.)  With regard to the Company's 
              generation additions schedule, the Company has delayed plans 
              for construction of the 500 MW of combustion turbine capacity 
              adjacent to the Company's Lee Steam Electric Plant in Wayne 
              County, North Carolina.  Construction of the 500 MW of capacity, 
              originally scheduled to begin this year, is now scheduled to
              begin no earlier than 1997, with commercial operation now 
              anticipated to begin in 1999.  In the interim, summer
              1998 peaking requirements will be met with power purchases.

              In June, the Company issued a Request for Proposals (RFP) for 
              purchased power of 700 to 1000 MW of capacity to meet
              the Company's future generation needs in its service territory. 
              The Company projects a need of approximately 200 to 350 MW in 
              its western service territory, and approximately 350 to 650 MW 
              in its eastern service territory.  The capacity was requested 
              to be available for delivery by June 1, 1999.  Proposals were 
              invited from all potential suppliers who were capable of 
              meeting the conditions of the RFP.  Due to increased economic
              activity and growth in its western service territory, the 
              Company is also investigating the possibility of adding
              combustion turbines at its Asheville plant in order to ensure
              continuted reliable service to its customers.  The
              Company cannot predict the outcome of this matter.

          2.  (Reference is made to the Company's 1995 Form 10-K,
              Interconnections with Other Systems, paragraph 3,
              page 7).  The Company has agreed with Cogentrix of North 
              Carolina, Inc. and Cogentrix Eastern North Carolina
              Corporation to amend five purchased power contracts.  
              These amendments will become effective only after Cogentrix
              obtains refinancing of the debt for the five plants covered
              by the contracts.  The amendments permit the Company
              to dispatch the output of these plants.  In return, the 
              Company will give up its right to purchase two of the five
              plants.  These amendments will result in substantial savings
              to the Company over the life of these contracts.

          3.  (Reference is made to the Company's 1995 Form 10-K,
              Competition and Franchises, paragraph 1.b., page 8.
              Reference is also made to the Company's Form 10-Q for 
              the quarter ended March 31, 1996, Item 5, paragraph
              2.)  With regard to the final rules issued on April 24, 1996 
              in orders 888 and 889 by the Federal Energy Regulatory
              Commission (FERC) regarding open access transmission and 
              stranded costs and on information systems and
              standards of conduct, on May 24, 1996, the Company filed 
              a Request for Clarification and Rehearing of those orders,
              as did many other entities.  The orders vary in certain 
              respects from the proposed rules the FERC had issued, but
              the final rules still require all transmitting utilities to 
              file an open access transmission tariff for wholesale 
              transactions. The Company filed its open access transmission 
              tariff with the FERC on July 9, 1996.  On August 7, 1996, 
              North Carolina Eastern Municipal Power Agency (Power Agency) 
              filed with FERC a motion to intervene and protest
              concerning the Company's tariff.  That protest challenges
              numerous aspects of the Company's tariff and requests that
              an evidentiary proceeding be held.  A number of other entities
              have filed similar interventions since that time.  The Company 
              cannot predict the outcome of this matter.
 
              By order issued May 7, 1996, in Docket No. E-100, Sub 77, 
              which concerns retail competition, the North Carolina
              Utilities Commission (NCUC) found that these FERC rules 
              essentially restructure the wholesale electric industry,
              and therefore may provide a new focus for NCUC proceedings 
              with respect to competition in the electric industry. 
              As a result, the NCUC concluded: (i) that all parties should 
              concentrate their efforts on examining the impacts of
              the FERC orders, (ii) that the filing of comments requested by 
              its order issued April 3, 1996 should be extended
              indefinitely, and (iii) that this docket should be held in 
              abeyance pending further order.  The Company cannot predict
              the outcome of this matter. 

              By order issued May 15, 1996, the NCUC established a new docket 
              (Docket No. E-100, Sub 78) to address the FERC orders.  In 
              accordance with the NCUC's order, the Company filed its
              comments on July 16, 1996 regarding the implementation of the 
              FERC's orders, their impact on North Carolina customers and 
              what the NCUC can do to maximize the benefits of the wholesale 
              market. The Company cannot predict the outcome of this matter.

              With regard to the issue of retail wheeling, legislation was 
              introduced in Congress on July 11, 1996 (HR 3790) mandating 
              retail wheeling in all 50 states no later than December 15,
              2000.  As proposed, the bill would require states to give all 
              customers the right to choose their electric
              supplier.  If this choice was not implemented by the
              states, the bill proposes that the FERC would be responsible for
              the implementation. The Company cannot predict the outcome of 
              this matter.

          4.  (Reference is made to the Company's 1995 Form 10-K, Competition
              and Franchises, paragraph 1.h., page 10.)  With regard to the 
              request made by one of the Company's industrial customers
              to the City of Darlington, South Carolina ("City") that the
              City become a municipal electric utility, both the
              Company and the City have undertaken studies to determine
              the feasibility of the municipalization proposal.  The
              results of the Company's study, which was conducted by the 
              consulting group Stone & Webster, found that municipalization 
              would increase the cost of electricity to the City.  
              The results of the City's study, conducted by the consulting 
              group Strategic Energy Limited, found that municipalization 
              will only benefit the City if the City is not required to pay 
              the Company for any of its lost revenues or stranded costs.  
              The Company cannot predict the outcome of this matter 

          5.  (Reference is made to the Company's 1995 Form 10-K,
              Competition and Franchises, paragraph 1, page 11.) 
              On August 7, 1996, North Carolina Eastern Municipal Power 
              Agency (Power Agency) notified the Company that
              it intends to discontinue certain contractual purchases of 
              electricity from the Company effective September 1, 2001. 
              The contract between the parties requires that Power Agency give
              appropriate notice five years prior to such event. 
              Power Agency stated that it intends to replace these contractual
              purchases with purchases from the wholesale market
              and that the Company will be considered as a supplier for those
              purchases.  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 2, page 13.)  With regard to the 
              Company's current retail rates, a petition was filed on
              July 19, 1996 by the Carolina Industrial Group for Fair 
              Utility Rates (CIGFUR) with the NCUC requesting the NCUC
              conduct an investigation of the Company's base rates.  
              The petition alleges that the Company's return on equity,
              which was authorized by the NCUC in the Company's last general
              rate proceeding in 1988, and earnings are too high.
              The Company filed a response to the petition and motion to 
              dismiss on July 29, 1996, in which it argued that
              the petition was without merit.  It is not known at this time
              if the NCUC will initiate a proceeding.  The Company cannot 
              predict the outcome of this matter.

          7.  (Reference is made to the Company's 1995 Form 10-K, Retail
              Rate Matters, paragraph 5, page 14. Reference is also made to 
              the Company's Form 10-Q for the quarter ended March 31, 1996, 
              Item 5, paragraph 6.)  With regard to the Company's 1996 North 
              Carolina fuel case hearing, on June 7, 1996, the Company 
              filed its 1996 application proposing no change in its net fuel 
              factor.  The Company cannot predict the outcome of this matter.

              With regard to the South Carolina retail jurisdiction, the
              South Carolina General Assembly made several modifications 
              during the 1996 legislative session to SC Code Ann. Section 
              58-27-865, which is the statute that governs the
              recovery of fuel cost by electric utilities.  The 
              modifications include: changing the test period from a 
              six month period to a twelve month period, which would 
              result in the frequency of fuel cost hearings being changed 
              from every six months to every twelve months; allowing 
              utilities to recover the cost of Clear Air Act allowances 
              through the fuel factor; and establishing a rebuttable 
              presumption of prudent operation of a utility's nuclear 
              generating facilities if the utility achieves a nuclear 
              system capacity factor of 92.5%, exclusive of refueling 
              and maintenance outages. Due to these modifications of 
              the statute, the Company's next South Carolina fuel 
              proceeding will be in March of 1997.

          8.  (Reference is made to the Company's 1995 Form 10-K, Fuel,
              paragraph 2, page 24.)  With regard to the Company's 
              coal-supply contracts, the Company and certain subsidiaries of
              Zeigler Coal Holding Company (Zeigler) have renegotiated 
              their existing contract.  Under the revised agreement,
              which expires in 2006, the Company will continue to
              purchase approximately 2.75 million tons of coal annually
              from Zeigler's Marrowbone mine, and will purchase approximately 
              6 million tons of additional, lower cost coal from Zeigler 
              over a period of several years under a new contract.  The 
              coal will be required to meet the same technical 
              specifications for sulfur and thermal content as the coal 
              supplied from the Marrowbone mine, and is expected to save the
              Company more than $100 million over the life of the contract.

          9.  (Reference is made to the Company's 1995 Form 10-K, Other
              Matters, page 27.)  With regard to Hurricane Bertha
              that struck the North Carolina coast on July 12, 1996, as a
              precaution the Company's Brunswick nuclear power plant
              was put into cold shutdown.  Once the storm passed, the
              Federal Emergency Management Agency completed its review 
              of the plant's offsite emergency plans and equipment, and
              the plant was given permission to restart on July 15.  
              The cost of repairing the storm's damage to the Company's 
              system, estimated to be between $8 million and $10 million, 
              will not have a material impact on the results of operations
              or financial position 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:    August 12, 1996