EXHIBIT I

                                                       <Southern Company Logo>



August 31, 1998



Chesapeake Utilities Corporation
909 Silver Lake Boulevard
Dover, Delaware  19904
Attention:  John R. Schimkaitis
            President and COO

Dear Mr. Schimkaitis:

        The Southern Company (the "Buyer") hereby offers, on the terms 
and subject to the conditions set forth in this letter, to purchase 
from Chesapeake Utilities Corporation (the "Seller") 218,464 shares 
of the common stock, par value $1.50 per share (the "Shares"), of 
Florida Public Utilities Company, a Florida corporation (the 
"Company"), at a price of $16.50 per Share.

        The obligation of the Buyer hereunder to purchase and pay for 
the Shares is subject to its receipt of the approval on acceptable 
terms of the Securities and Exchange Commission (the "SEC") under the 
Public Utility Holding Company Act of 1935, as amended (the "Holding 
Company Act"), and authorization by its board of directors.

        The closing of the purchase of the Shares shall take place as 
soon as practicable after satisfaction of the conditions set forth 
above, upon not less than two business days' notice from the Buyer to 
the Seller.  At the closing, the Seller will deliver a certificate or 
certificates for the Shares free and clear of any lien, charge or 
other interest or encumbrance of any nature, and the Buyer will pay 
the purchase price for the Shares by wire transfer of immediately 
available funds.

        The Buyer and the Seller each agree, for itself and its 
directors, officers, employees, affiliates, representatives and 
agents, not to disclose the existence of this letter or any terms, 
conditions or other facts with respect to the subject matter hereof, 
except as may be required by law (including, in the case of the 
Buyer, to obtain the approval of the SEC under the Holding Company 
Act) or with the written consent of the other party.




Chesapeake Utilities Corporation
August 31, 1998
Page 2


        If you agree with the foregoing and wish to accept the offer set 
forth above, please sign both copies of this letter, retaining one 
copy for your files and returning one copy to the undersigned.  If 
the offer set forth herein is not so accepted by 5:00 P.M. EDT on 
August 31, 1998, it will expire and be of no further force or effect.


Yours very truly,

SOUTHERN COMPANY


By: /s/ W. L. Westbrook
    ---------------------------
    Title:  Financial VP


Accepted and agreed to:

CHESAPEAKE UTILITIES CORPORATION


By: /s/ John R. Schimkaitis
    ---------------------------
    Title:  President