Carolina Power & Light Company
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS

1.   BASIS OF PRESENTATION
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     These  consolidated interim financial statements are prepared
     in conformity  with  the  accounting  principles  reflected
     in  the financial statements included in the Company's 1996
     Annual Report to  Shareholders and the 1996 Annual Report on
     Form 10-K.  Due to temperature variations between seasons of
     the year and the timing of outages of electric generating units,
     especially nuclear-fueled units, the amounts reported in the Statements
     of Income for periods of less than twelve months are not
     necessarily indicative  of  amounts expected for the year.
     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. Certain amounts for 1996 have been reclassified
     to conform to the 1997 presentation, with no effect on previously
     reported net income or common stock equity.

     In preparing financial statements that conform  with
     generally accepted accounting principles, management must
     make  estimates and assumptions that affect the reported
     amounts of assets and liabilities, disclosure of contingent
     assets and liabilities at the date of the financial
     statements and amounts of revenues and expenses  reflected
     during the reporting period.  Actual results could differ
     from those estimates.

2.   NUCLEAR DECOMMISSIONING
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     In the Company's retail jurisdictions, provisions for
     nuclear decommissioning  costs  are  approved  by  the  North
     Carolina Utilities Commission (NCUC) and the South Carolina
     Public Service Commission (SCPSC) and are based on site-
     specific estimates  that include  the  costs  for  removal of
     all  radioactive  and  other structures  at  the  site.  In
     the wholesale  jurisdiction,  the provisions for nuclear
     decommissioning costs are based on amounts agreed  upon  in
     applicable rate agreements. Based on  the  site specific
     estimates discussed below, and using an assumed  aftertax
     earnings rate of 8.5% and an assumed cost escalation rate of
     4%, current levels of rate recovery for nuclear
     decommissioning costs  are  adequate  to  provide  for
     decommissioning  of the Company's nuclear facilities.

     The Company's most recent site-specific estimates of
     decommissioning costs were developed in 1993,  using 1993
     cost factors,  and  are based on prompt dismantlement
     decommissioning, which  reflects the cost of removal of all
     radioactive and  other structures  currently  at the site,
     with such  removal  occurring shortly  after operating license
     expiration. These estimates,  in 1993  dollars, are $257.7
     million for Robinson Unit No. 2, $235.4 million  for
     Brunswick Unit No. 1, $221.4 million for  Brunswick Unit No. 2
     and $284.3 million for the Harris Plant. The estimates are
     subject  to change based on a variety of factors  including,
     but  not  limited  to,  cost escalation,  changes  in
     technology applicable  to nuclear decommissioning, and changes
     in  federal, state  or  local  regulations. The  cost
     estimates  exclude  the portion  attributable to North
     Carolina Eastern  Municipal  Power Agency,  which  holds  an
     undivided ownership  interest  in  the Brunswick  and  Harris
     nuclear generating facilities.  Operating licenses for the
     Company's nuclear units expire in the year  2010 for  Robinson
     Unit No. 2, 2016 for Brunswick Unit No. 1, 2014 for Brunswick
     Unit No. 2 and 2026 for the Harris Plant.

     The  Financial Accounting Standards Board (the Board) has
     reached several tentative  conclusions  with  respect  to  its
     project regarding accounting practices related to closure and removal
     of long-lived  assets. The primary conclusions  as  they  relate
     to nuclear  decommissioning  are: 1)  the  cost  of
     decommissioning should  be  accounted  for  as a liability
     and  accrued  as  the obligation  is  incurred;  2)
     recognition  of  a  liability  for decommissioning results in
     recognition of an increase to the cost of the plant; 3) the
     decommissioning liability should be measured based  on
     discounted cash flows using a risk-free rate;  and  4)
     decommissioning  trust  funds should not be  offset  against
     the decommissioning liability. It is uncertain what impacts
     the final statement  may  ultimately have on the Company's
     accounting  for nuclear decommissioning and other closure and
     removal costs.  The Board  has announced that the effective
     date would be no  earlier than 1998.

3.   RETAIL RATE MATTERS
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     A  petition  was  filed in July 1996 by the  Carolina
     Industrial Group  for  Fair Utility Rates (CIGFUR) with the
     NCUC  requesting that  the  NCUC  conduct an investigation of
     the  Company's  base rates  or  treat its petition as a
     complaint against the Company. The  petition alleged 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. In December  1996, the  NCUC
     issued an order denying CIGFUR's petition and  stating that
     it tentatively found no reasonable grounds to proceed  with
     CIGFUR's petition as a complaint.  In January 1997, CIGFUR
     filed its  Comments and Motion for Reconsideration to which
     the Company responded.  On February 6, 1997, the NCUC issued
     an order denying CIGFUR's  Motion  for  Reconsideration.  On
     February  25,  1997, CIGFUR  filed a Notice of Appeal of the
     NCUC's decision with  the North Carolina Court of Appeals.
     The Company cannot predict  the outcome of this matter.

     Additionally, in December 1996, the Company filed a proposal
     with the  SCPSC  to  accelerate  amortization  of  certain
     regulatory assets,  including plant abandonment costs related
     to the  Harris Plant, over a three-year period beginning
     January 1, 1997.   This accelerated amortization will reduce
     income by approximately  $13 million,  after tax, in each of
     the three years.  In anticipation of  approval of the proposal
     in 1997, the unamortized balance  of plant  abandonment costs
     related to the Harris Plant was adjusted in  1996  to  reflect
     the present value impact  of  the  shorter recovery  period.
     This adjustment resulted in  an  increase  in income  of
     approximately $14 million, after tax, in  the  fourth quarter
     of  1996.   On March 20, 1997, the  SCPSC  approved  the
     Company's accelerated amortization proposal.

4.   COMMITMENTS AND CONTINGENCIES
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     Contingencies  existing as of the date of  these  statements
     are described  below.   No  significant changes have  occurred
     since December  31, 1996, with respect to the commitments
     discussed  in Note  11  of  the financial statements included
     in the  Company's 1996 Annual Report to Shareholders.

     A. Applicability of SFAS-71
     As  a  regulated entity, the Company is subject to  the
     provisions of Statement of Financial Accounting Standards
     No.71, "Accounting  for  the  Effects of Certain Types  of
     Regulation," (SFAS-71).   Accordingly, the Company records
     certain assets  and liabilities resulting from the effects of
     the ratemaking process, which  would not be recorded under
     generally accepted  accounting principles    for   non-
     regulated   entities.    The    continued applicability  of
     SFAS-71  will require  further  evaluation  as competitive
     forces, deregulation and restructuring take effect in the
     electric  utility  industry.   In  the  event  the  Company
     discontinued  the application of SFAS-71, amounts recorded
     under SFAS-71 as regulatory assets and liabilities would be
     eliminated. At March 31, 1997, the Company's regulatory assets
     totaled $663.0 million.  Additionally, the factors discussed
     above could  result in  an  impairment of electric utility
     plant assets as determined pursuant to Statement of Financial
     Accounting Standards No.  121, "Accounting for the Impairment
     of Long-Lived Assets and for LongLived Assets to Be Disposed
     Of."

     B.   Claims and Uncertainties
     1) The  Company is subject to federal, state and local
     regulations addressing  air  and  water quality, hazardous  and
     solid  waste management and other environmental matters.

     Various  organic  materials associated  with  the  production
     of  manufactured  gas,  generally  referred  to  as  coal  tar, are
     regulated  under  various  federal and  state  laws.   There
     are several manufactured gas plant (MGP) sites to which the  Company
     and certain entities that were later merged into the Company had some
     connection.  In this regard, the Company, along with  other entities
     alleged to be former owners and operators of MGP  sites in  North Carolina,
     is participating in a cooperative effort with the  North Carolina
     Department of Environment, Health and Natural Resources,  Division  of
     Waste Management (DWM) to establish a uniform  framework  for  addressing
     these  MGP sites.  The investigation  and  remediation of specific  MGP
     sites will be addressed pursuant  to  one  or more  Administrative  Orders
     on Consent between the DWM and individual potentially  responsible party
     or  parties. The  Company continues  to  investigate  the identities  of
     parties connected to individual  MGP  sites,  the relative relationships of
     the Company and other parties to  those sites  and the degree to which the
     Company will undertake  shared voluntary efforts with others at
     individual sites.

     The Company has been notified by regulators of its involvement or
     potential  involvement in several sites, other  than  MGP  sites,
     that require remedial action. Although the Company cannot predict
     the outcome of these matters, it does not expect costs associated
     with  these sites to be material to the results of operations  of
     the Company.

     The   Company  carries  a  liability  for  the  estimated   costs
     associated  with certain remedial activities at several  MGP  and
     other  sites.  This liability is not material  to  the  financial
     position  of  the  Company.   Due to  uncertainty  regarding  the
     extent of remedial action that will be required and questions  of
     liability, the cost of remedial activities at certain  MGP  sites
     is  not  currently determinable.  The Company cannot predict  the
     outcome of these matters.

     2)  As  required under the Nuclear Waste Policy Act of 1982,  the
     Company  entered  into a contract with the U.  S.  Department  of
     Energy  (DOE)  under  which  the DOE agreed  to  dispose  of  the
     Company's spent nuclear fuel. The Company cannot predict  whether
     the  DOE will be able to perform its contractual obligations  and
     provide interim storage or permanent disposal repositories for spent
     nuclear fuel and/or high-level radioactive waste materials on a timely
     basis.

     With  certain  modifications, the Company's  spent  fuel  storage
     facilities are sufficient to provide storage space for spent fuel
     generated on the Company's system through the expiration  of  the
     current  operating  licenses for all  of  the  Company's  nuclear
     generating units. Subsequent to the expiration of these licenses,
     dry storage may be necessary.

     3)  In  the  opinion of management, liabilities, if any,  arising
     under  other pending claims would not have a material  effect  on
     the  financial position, results of operations or cash  flows  of
     the Company.

5.   SUBSEQUENT EVENTS
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     Events  occurring  subsequent  to the  date  of  these  financial
     statements are described below.

     A. Purchase of Knowledge Builders, Inc. (KBI)

     On  May 6, 1997, CaroCapital, Inc. (CaroCapital), a wholly  owned
     subsidiary  of  the  Company, entered  into  a  merger  agreement
     pursuant to which KBI will be merged into CaroCapital.  KBI is an
     energy-management software and control systems company  in  which
     CaroCapital purchased a 40% equity interest in 1996.  The  merger
     agreement  provides  that  the  remaining  KBI  stock   will   be
     exchanged for shares of common stock of the Company according  to a
     market  value  formula.   The merger  agreement  provides  for
     initial  payments  totaling  approximately $22  million,  payable
     primarily  in  unregistered restricted shares  of  the  Company's
     common  stock.   The  merger agreement also  provides  for  other
     incentive  payments  based  on CaroCapital's  future  results  of
     operations.   If earned, these additional payments will  be  made
     primarily  in  unregistered restricted shares  of  the  Company's
     common  stock.  The closing of the merger is subject  to  certain
     regulatory approvals.  The Company cannot predict the outcome  of
     this matter.

     B. Preferred Stock Redemption

     On  May 7, 1997, the Company announced plans to redeem on July 1,
     1997, all 500,000 shares of $7.72 Serial Preferred Stock and  all
     350,000  shares  of  $7.95  Serial Preferred  Stock,  both  at  a
     redemption  price  of  $101 per share.  The redemptions  will  be
     funded   with  additional  commercial  paper  borrowings   and/or
     internally generated funds.